Insight Digital Partners II-A美股招股说明书(2025-10-30版)

$150,000,000 Insight Digital PartnersII 15,000,000Units InsightDigital PartnersIIis a blank check company incorporated as a CaymanIslandsexempted company and incorporated for the purpose of effecting a merger,amalgamation,share exchange,asset acquisition,share purchase,reorganization orsimilarbusiness combination with one or more businesses,which we refer tothroughoutthis prospectus as our initial business combination.We have not selectedanybusiness combination target and we have not,nor has anyone on our behalf,initiatedany substantive discussions,directly or indirectly,with any businesscombinationtarget.We may pursue an initial business combination in any business orindustrybut expect to target opportunities and companies that are in high-growth,highimpact sectors that form the backbone of the digital economy including PaymentGateways,Stablecoin,Exchanges,Crypto Miners,Crypto Holding and Trading,HighPerformance Computing, Energy, and Crypto Treasury Strategy. Thisis an initial public offering of our securities.Each unit has an offeringpriceof$10.00 and consists of one ClassAordinary share and one-half of oneredeemablewarrant.Each whole warrant entitles the holder thereof to purchase oneClassAordinary share at a price of$11.50 per share,subject to adjustment asdescribed herein. Only whole warrants are exercisable. No fractional warrants will beissuedupon separation of the units and only whole warrants will trade.The warrantswillbecome exercisable 30daysafter the completion of our initial businesscombination, and will expire fiveyears after the completion of our initial businesscombinationor earlier upon redemption or our liquidation,as described herein.Subjectto the terms and conditions described in this prospectus,we may redeem thewarrantsfor cash once the warrants become exercisable.The underwriters have a 45-dayoption from the date of this prospectus to purchase up to an additional2,250,000units to cover over-allotments, if any. Wewill provide our public shareholders with the opportunity to redeem,regardlessof whether they abstain,vote for,or vote against,our initial businesscombination,all or a portion of their ClassAordinary shares that were sold aspartof the units in this offering,which we refer to collectively as our publicshares,in connection with the completion of our initial business combination at aper-share price,payable in cash,equal to the aggregate amount then on deposit inthetrust account described below as of two business days prior to the consummationofour initial business combination,including interest earned on the funds held inthetrust account(which interest shall be net of taxes paid or payable(excludinganyU.S.federalexcise tax on stock repurchases under the Inflation ReductionActof 2022,or similar tax,that is imposed on us,if any),divided by the numberofthen issued and outstanding public shares,subject to the limitations and on theconditions described herein. As further described in this prospectus, our amended andrestatedmemorandum and articles of association provides that a public shareholder,togetherwith any affiliate or any other person with whom such shareholder is actinginconcert or as a“group”(as defined under Section13of the SecuritiesExchangeAct of 1934,as amended(the“Exchange Act”)),will be restricted fromredeeming its public shares with respect to more than an aggregate of 15% of the thenissuedand outstanding public shares,without our prior consent.We may seekshareholderapproval to amend our amended and restated memorandum and articles ofassociationto extend the date by which we must consummate our initial businesscombination.If we seek shareholder approval for an extension,holders of our publicshares will be offered an opportunity to redeem their public shares if such extensionis implemented. Currently,there is no public market for our units,Class A ordinary shares orwarrants. We have been approved to have our units listed on The Nasdaq Global Market,orNasdaq,under the symbol“DYORU,”on or promptly after the date of this prospectus. The ClassA ordinary shares and warrants comprising the units will beginseparatetrading on the 52nddayfollowing the date of this prospectus unlessCohen& Company Capital Table of Contents Markets,a division of Cohen&Company Securities,LLC(“Cohen&Co.”),therepresentativeof the underwriters,informs us of its decision to allow earlierseparatetrading,subject to our satisfaction of certain conditions as describedfurtherherein.Once the securities comprising the units begin separate trading,theClassAordinary shares and warrants will be listed on Nasdaq under the symbols“DYOR” and “DYORW,” respectively. Wearean“emerginggrowthcompany”anda“smallerreportingcompany”under applicable federal securities laws and will be subject toreducedpublic company reporting requirements.Investing in our securitiesinvolvesa high degree of risk.See“Risk Factors”beginning on page 48fora discussion of information that should be considered in connectionwithan investment