LaFayette Acquisition Corp美股招股说明书(2025-10-24版)

LAFAYETTE ACQUISITION CORP. 10,000,000Units LaFayette Acquisition Corp. is a Cayman Islands exempted company formed for thepurpose of effecting a merger, share exchange, asset acquisition, share purchase,reorganization, or similar business combination with one or more businesses, which werefer to throughout this prospectus as our “business combination.” We may pursue abusiness combination with a target in any industry or geographic region that webelieve can benefit from the expertise and capabilities of our management team. This is an initial public offering of our securities. Each unit has an offeringprice of $10.00 and consists of one ordinary share and one right entitling the holderthereof to receive one-tenth of one ordinary share upon the completion of a businesscombination. We will not issue fractional shares and only whole shares will trade, sounless you purchase units in multiples of ten, you will not be able to receive ortrade the fractional shares underlying the rights. We have also granted theunderwriters a 45-day option to purchase up to an additional 1,500,000 units tocover over-allotments, if any. We will provide our public shareholders with theopportunity to redeem all or a portion of their ordinary shares upon the completionof our business combination at a per-share price, payable in cash, equal to theaggregate amount then on deposit in the trust account, described below, as oftwobusiness days prior to the consummation of our business combination, includinginterest earned on the funds held in the trust account and not previously released tous pursuant to permitted withdrawals (as described in this prospectus), divided bythe number of then outstanding ordinary shares that were sold as part of the units inthis offering, which we refer to collectively throughout this prospectus as ourpublic shares, subject to the limitations described herein. Notwithstanding the foregoing, if we seek shareholder approval of our businesscombination and we do not conduct redemptions in connection with our businesscombination pursuant to the tender offer rules, our amended and restated memorandumand articles of association provide that a public shareholder, together with anyaffiliate of such shareholder or any other person with whom such shareholder isacting in concert or as a “group” (as defined under Section13 of theExchangeAct), will be restricted from redeeming its shares with respect to morethan an aggregate of 15% of the shares sold in this offering without our priorconsent.See“Summary—The Offering—Limitation on redemption rightsofshareholders holding 15%or more of the shares sold in this offering ifwehold shareholder vote”for further discussion on certain limitations onredemptionrights. If we are unable to complete our business combination within 21months from theclosing of this offering, we will redeem 100% of the public shares at a per-shareprice, payable in cash, equal to the aggregate amount then on deposit in the trustaccount, including interest earned on the funds held in the trust account and notpreviously released to us pursuant to permitted withdrawals (less up to $100,000 ofinterest to pay liquidation and dissolution expenses), divided by the number of thenoutstanding public shares, subject to applicable law and as further described herein.However, we may hold a shareholder vote at any time to amend our amended and restatedmemorandum and articles of association to modify the amount of time we will have toconsummate a business combination (as well as to modify the substance or timing ofour obligation to redeem 100% of our public shares if we have not consummated abusiness combination within the time periods described herein or with respect to anyother material provisions relating to shareholders’ rights or pre-businesscombination activity), in which case we will provide our shareholders with theopportunity to redeem their shares in connection therewith. LaFayette Sponsor LLC, a Cayman Islands limited liability company, which we referto throughout this prospectus as our “sponsor,” currently holds 2,561,666 of ourordinary shares, including 30,000shares which will be transferred to our ChiefFinancial Officer upon consummation of an initial business combination, each of ourindependent directors currently holds 30,000 of our ordinary shares, and EBC Holdings, Inc., which we refer to throughout this prospectus as “EBC Holdings” andthe parent of EarlyBirdCapital, Inc., the representative of the underwriters in thisoffering, which we refer to throughout this prospectus as “EBC” or the“representative,” holds an aggregate of 1,181,667 of our Table of Contents ordinary shares. A portion of such shares are subject to forfeiture depending on theextent to which the underwriters’ over-allotment option is exercised. These shareswere purchased prior to this offering for an aggregate purchase price of $5,000, orapproximately $0.001 per share. Since our Sponsor, independent directors and EBCHoldings acquired