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

Talon Capital Corp. 22,500,000Units Talon Capital Corp., a Cayman Islands exempted company (the “Company”), is a newlyorganized blank check company 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 business combination withone or more businesses, which we refer to throughout this prospectus as our “initialbusiness combination.” We have not selected any specific business combinationtarget. To date, our efforts have been limited to organizational activities as wellas activities related to this offering. Our efforts to identify a prospective targetbusiness will not be limited to a particular industry or geographic region althoughwe intend to focus on target businesses in the energy and power industries. This is an initial public offering of our securities. We are offering22,500,000units at an offering price of $10.00 each. Each unit consists of oneClassA ordinary share, and one-third of one redeemable warrant. We refer herein tothe units sold in this offering as our “public units,” and the components thereof asour “public shares” and “public warrants,” respectively. Each whole warrantentitles the holder to purchase one ClassA ordinary share at a price of $11.50 pershare, subject to adjustment as described in this prospectus. Each warrant willbecome exercisable on the later of the consummation of our initial businesscombination and 12months after the closing of this offering and will expire on thefifth anniversary of the completion of our initial business combination, or earlierupon redemption or liquidation as described in this prospectus. No fractionalwarrants will be issued upon separation of the units and only whole warrants willtrade. Warrants will only be exercisable for whole shares. We have also granted theunderwriters a45-day option to purchase up to an additional 3,375,000 units solelyto cover over-allotments, if any. We will provide the holders of our public units, or our “public shareholders,” withthe opportunity to redeem all or a portion of their public shares upon the completionof our initial business combination at aper-share price, payable in cash, equal tothe aggregate amount then on deposit in the trust account described below as oftwobusiness days prior to consummation of the initial business combination,including interest (which interest shall be net of permitted withdrawals, as definedbelow), divided by the number of then issued and outstanding public shares, subjectto the limitations and on the conditions described herein. The amount in the trustaccount will initially be $10.00 per public share. Our public shareholders will bepermitted to redeem their shares regardless of whether they abstain, vote for, voteagainst, or vote at all with respect to the proposed business combination. Ouramended and restated memorandum and articles of association will not contain aminimum net tangible asset condition, such as the $5,000,001 net tangible assetrequirement. As such, there is no limitation on the amount of shares we may redeem.Notwithstanding the foregoing, if we seek shareholder approval of our initialbusiness combination and we do not conduct redemptions in connection with our initialbusiness combination pursuant to the tender offer rules, our amended and restatedmemorandum and articles of association will provide that a public shareholder,together with any affiliate of such shareholder or any other person with whom suchshareholder is acting in concert or as a “group” (as defined under Section13 ofthe ExchangeAct), will be restricted from redeeming its shares with respect to morethan an aggregate of 20% of the public shares sold in this offering, without ourprior consent. Our Sponsor, Talon Capital Sponsor LLC, a Delaware limited liability company(“Sponsor”), will commit, pursuant to a written agreement, to purchase an aggregateof 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 close simultaneouslywith the closing of this offering, and Cohen and Company Capital Markets, a divisionof Cohen & Company Securities, LLC (“CCM”), as representative of the underwriters inthis offering (the “representative”), will commit to purchase an aggregate of225,000 private placement units (or 258,750 private placement units if the over-allotmentis exercised in full) at a price of $10.00 per unit ($2,250,000 in theaggregate (or $2,587,500 if the over-allotment is exercised in full)) in a private placement that will close simultaneously with the closing of this offering. We referto these units throughout this prospectus as the “private placement units”, and thecomponents thereof as our “private placement shares” and “private Table of Contents placement warrants.” Each whole private placement warrant included in a privateplacement unit entitles the holder thereof to purchase on