Lake Superior Acquisition Corp-A美股招股说明书(2025-10-07版)

Lake Superior Acquisition Corp. 10,000,000Units Lake Superior Acquisition Corp.is a blank check company, incorporated as a British Virgin Islands business company for the peffecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with onebusinesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any business cotarget and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business cotarget. While we may pursue an initial business combination target in any industry or geographic location (subject to certain ldescribed in this prospectus), we intend to focus our search on high potential businesses. We are an “emerging growth company” and “smaller reporting company” under applicable federal securities laws and will be subject tpublic company reporting requirements. Investing in our securities involves risks. See “Risk Factors” beginning on page 39. Investorbe entitled to protections normally afforded to investors in Rule419 blank check offerings. (1)Includes (A) $0.20 per unit (including any units sold pursuant to the underwriters’ option to purchase additional units), or $2,0the aggregate (or up to $2,300,000 if the underwriters’ over-allotment option is exercised in full), payable to the underwritersclosing of this offering, of which (i) $0.10 per unit will be paid to the underwriters in cash, and (ii) $0.10 per unit will be usunderwriters to purchase private placement units; and (B) up to $0.40 per unit sold in the offering (whether or not the overallotmto purchase additional units is exercised) payable to the underwriter as deferred underwriting commissions to be placed in a trulocated in the United States and released to the underwriter only upon the completion of an initial business combination. Thunderwriting commissions will be reduced proportionally based on amounts remaining in the trust account following allsubmitted public shareholder redemptions in connection with the consummation of our initial business combination and wireduced following redemptions in connection with any extension of the Company's business combination deadline. See “Undefor a description of compensation and other items of value payable to the underwriter. Of the proceeds we receive from this offering and the sale of the private placement units described in this prospectus, $100,0$115,000,000 if the underwriter’s over-allotment option is exercised in full ($10.00 per unit), will be placed into a U.S.-based trust accLucky Lucko, Inc. d/b/a Efficiency (“Efficiency”) acting as trustee. Except with respect to interest earned on the funds held in the truthat may be released to us to pay our franchise and income taxes, if any (collectively, “permitted withdrawals”), the funds held inaccount will not be released from the trust account until the earliest to occur of: (1)our completion of an initial business combinatioredemption of any public shares properly submitted in connection with a shareholder vote to amend our amended and restated memand articles of association (A)to modify the substance or timing of our obligation to allow redemption in connection with our initiacombination or to redeem 100% of our public shares if we do not complete our initial business combination within 18 months from thof this offering or (B)with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity; aredemption of our public shares if we have not completed an initial business combination within 18 months from the closing of this oduring any extended time that we have to consummate a business combination beyond 18 months as a result of a shareholder vote to aamended and restated memorandum and articles of association (an “Extension Period”), subject to applicable law. The proceeds depostrust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareh The underwriter is offering the units for sale on a firm commitment basis. Delivery of the units will be made on or about October 8, 20 Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this protruthful or complete. Any representation to the contrary is a criminal offense. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one ClassA ordinary shareseventh of one right. We have also granted the underwriter a 45-day option to purchase up to an additional 1,500,000 units to coallotments, if any. Each whole right entitles the holder thereof to receive one Class A ordinary share upon consummation of our initiacombination. As a result, you must hold units in multiples of seven (7) in order to receive shares for all of your rights upon closing ofcombination. No fractional rights will b