HCM III Acquisition Corp-A美股招股说明书(2025-08-04版)

HCMIII Acquisition Corp. 22,000,000Units HCMIII Acquisition Corp.is a blank check company incorporated as a Cayman Islandsexempted company for the purpose of effecting a merger, amalgamation, share exchange,assetacquisition,share purchase,reorganization or similar business combinationwithone or more businesses,which we refer to throughout this prospectus as ourinitialbusiness combination.We have not selected any business combination targetand we have not, nor has anyone on our behalf, initiated any substantive discussions,directlyor indirectly,with any business combination target.We may pursue aninitial business combination in any business or industry. This is an initial public offering of our securities. Each unit has an offering priceof $10.00 and consists of one ClassA ordinary share and one-third of one redeemablewarrant.Each whole warrant entitles the holder thereof to purchase one ClassAordinaryshare at a price of$11.50 per share,subject to adjustment as describedherein.Only whole warrants are exercisable.No fractional warrants will be issueduponseparation of the units and only whole warrants will trade.The warrants willbecome exercisable 30days after the completion of our initial business combination,andwill expire five years after the completion of our initial business combinationorearlier upon redemption or our liquidation,as described herein.The underwritershave a 45-day option from the date of this prospectus to purchase up to an additional3,300,000units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem, regardless ofwhetherthey abstain,vote for,or vote against,our initial business combination,all or a portion of their ClassA ordinary shares that are sold as part of the unitsinthis offering,which we refer to collectively as our public shares,upon thecompletion of our initial business combination at a per-share price, payable in cash,equal to the aggregate amount then on deposit in the trust account described below asof twobusiness days prior to the consummation of our initial business combination,includinginterest earned on the funds held in the trust account,less taxes(otherthanexcise taxes)payable,divided by the number of then outstanding public shares,subjectto the limitations and on the conditions described herein.The proceedsplacedin the Trust Account and the interest earned thereon shall not be used to payforpossible excise tax or any other fees or taxes that may be levied on the Companypursuantto any current,pending or future rules or laws,including withoutlimitationany excise tax due under the Inflation Reduction Act of 2022(“IRA”)onanyredemptions or share repurchases by the Company.See“Summary—TheOffering—Redemptionrights for public shareholders upon completion ofourinitialbusinesscombination”and“Summary—TheOffering—Redemptionof public shares and distribution and liquidationifno initial business combination”for more information. Notwithstandingthe foregoing redemption rights,if we seek shareholder approval ofour initial business combination and we do not conduct redemptions in connection withourinitial business combination pursuant to the tender offer rules,our amended andrestatedmemorandum and articles of association provide that a public shareholder,togetherwith any affiliate of such shareholder or any other person with whom suchshareholderis acting in concert or as a“group”(as defined under Section13oftheSecurities ExchangeActof1934,as amended(the“ExchangeAct”),will berestricted from redeeming its shares with respect to more than an aggregate of 15% oftheshares sold in this offering without our prior consent.However,we would not berestrictingour shareholders’ability to vote all of their shares(including allsharesheld by those shareholders that hold more than 15%of the shares sold in thisoffering)for or against our initial business combination.See“Summary—TheOffering—Limitationon redemption rights of shareholders holding 15%ormore of the shares sold in this offering if we hold shareholder vote”forfurther discussion on certain limitations on redemption rights. Oursponsor,HCM Investor HoldingsIII,LLC,and Cantor Fitzgerald&Co.,therepresentativeof the underwriters,have committed,pursuant to written agreements,topurchase from us an aggregate of 4,266,667warrants(whether or not theunderwriters’ over-allotment option is exercised at all, partially or in full), eachexercisableto purchase one ClassAordinary share at$11.50 per share,at a price of$1.50perwarrant,or$6,400,000intheaggregate(whetherornottheunderwriters’ over-allotment option is exercised at all, partially or in full), in aprivateplacement that will close simultaneously with the closing of this offering.Ofthose 4,266,667 warrants,our sponsor has agreed to purchase 3,533,333 warrantsand Cantor Table of Contents Fitzgerald&Co.has agreed to purchase 733,334warrants.Each private placementwarrantis exercisable to purchase one ClassAordinary share at$11.50 per share.Thecashles