Talon Capital Corp-A美股招股说明书(2025-09-09版)

Talon Capital Corp. 22,500,000 Units Talon Capital Corp., a Cayman Islands exempted company (the “Company”), is a newly organized blank checkcompany or special purpose acquisition company (“SPAC”), formed for the purpose of entering into a merger,share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar businesscombination with one or more businesses, which we refer to throughout this prospectus as our “initial businesscombination.” We have not selected any specific business combination target. To date, our efforts have beenlimited to organizational activities as well as activities related to this offering. Our efforts to identify aprospective target business will not be limited to a particular industry or geographic region although we intendto focus on target businesses in the energy and power industries. This is an initial public offering of our securities. We are offering 22,500,000 units at an offering price of$10.00 each. Each unit consists of one Class A ordinary share, and one-third of one redeemable warrant. Werefer herein to the units sold in this offering as our “public units,” and the components thereof as our “publicshares” and “public warrants,” respectively. Each whole warrant entitles the holder to purchase one Class Aordinary share at a price of $11.50 per share, subject to adjustment as described in this prospectus. Eachwarrant will become exercisable on the later of the consummation of our initial business combination and12 months after the closing of this offering and will expire on the fifth anniversary of the completion of ourinitial business combination, or earlier upon redemption or liquidation as described in this prospectus. Nofractional warrants will be issued upon separation of the units and only whole warrants will trade. Warrants willonly be exercisable for whole shares. We have also granted the underwriters a 45-day option to purchase up toan additional 3,375,000 units solely to cover over-allotments, if any. We will provide the holders of our public units, or our “public shareholders,” with the opportunity to redeem allor a portion of their public shares upon the completion 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 as oftwo business days prior to consummation of the initial business combination, including interest (which interestshall be net of permitted withdrawals, as defined below), divided by the number of then issued and outstandingpublic shares, subject to the limitations and on the conditions described herein. The amount in the trust accountwill initially be $10.00 per public share. Our public shareholders will be permitted to redeem their sharesregardless of whether they abstain, vote for, vote against, or vote at all with respect to the proposed businesscombination. Our amended and restated memorandum and articles of association will not contain a minimumnet tangible asset condition, such as the $5,000,001 net tangible asset requirement. As such, there is nolimitation on the amount of shares we may redeem. Notwithstanding the foregoing, if we seek shareholderapproval of our initial business combination and we do not conduct redemptions in connection with our initialbusiness combination pursuant to the tender offer rules, our amended and restated memorandum and articles ofassociation will provide that a public shareholder, together with any affiliate of such shareholder or any otherperson with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of theExchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 20% ofthe public shares sold in this offering, without our prior consent. Our Sponsor, Talon Capital Sponsor LLC, a Delaware limited liability company (“Sponsor”), will commit,pursuant to a written agreement, to purchase an aggregate of 530,000 private placement units at a price of$10.00 per private placement unit ($5,300,000 in the aggregate) in a private placement that will closesimultaneously with the closing of this offering, and Cohen and Company Capital Markets, a division of Cohen& Company Securities, LLC (“CCM”), as representative of the underwriters in this offering (the“representative”), will commit to purchase an aggregate of 225,000 private placement units (or 258,750 privateplacement units if the over-allotment is exercised in full) at a price of $10.00 per unit ($2,250,000 in the aggregate (or $2,587,500 if the over-allotment is exercised in full)) in a private placement that will closesimultaneously with the closing of this offering. We refer to these units throughout this prospectus as the“private placement units”, and the components thereof as our “private placement shares” and “private Table of Contents placement warrants.” Each whole private placement warrant included in a private placement unit entitles thehold