Meshflow Acquisition Corp-A美股招股说明书(2025-12-11版)

Meshflow Acquisition Corp. 30,000,000Units Meshflow Acquisition Corp. is a blank check company incorporated as a Cayman Islands exemptedcompany and incorporated for the purpose of effecting a merger, amalgamation, share exchange, assetacquisition, share purchase, reorganization or similar business combination with one or more businesses orentities, which we refer to throughout this prospectus as our initial business combination. We have not selectedany specific business combination target and we have not, nor has anyone on our behalf, initiated anysubstantive discussions, directly or indirectly, with any business combination target. We may pursue an initialbusiness combination in any business or industry but expect to target opportunities and companies that areoperating at the infrastructure layer of the blockchain and digital asset ecosystem. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists ofone ClassA ordinary share and one-third of one redeemable warrant. Each whole warrant entitles the holderthereof to purchase one ClassA ordinary share at a price of $11.50 per share, subject to adjustment as describedherein. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the unitsand only whole warrants will trade. The warrants will become exercisable 30days after the completion of ourinitial business combination, and will expire fiveyears after the completion of our initial business combinationor earlier upon redemption or our liquidation, as described in more detail herein. Subject to the terms andconditions described in this prospectus, we may redeem the warrants for cash once the warrants becomeexercisable. The underwriters have a 45-day option from the date of this prospectus to purchase up to anadditional 4,500,000units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem, regardless of whether theyabstain, vote for, or against, our initial business combination, all or a portion of their ClassA ordinary sharesthat were sold as part of the units in this offering, which we refer to collectively as our public shares, inconnection with the completion of our initial business combination at a per-share price, payable in cash, equal tothe aggregate amount then on deposit in the trust account described below as of twobusiness days prior to theconsummation of our initial business combination, including interest earned on the funds held in the trustaccount (which interest shall be net of taxes paid or payable (excluding any 1% U.S.federal excise tax on stockrepurchases under the Inflation Reduction Actof2022, or similar tax, that is imposed on us, if any)), divided bythe number of then outstanding public shares, subject to the limitations and on the conditions described herein.As further described in this prospectus, our amended and restated memorandum and articles of associationprovide that a public shareholder, together with any affiliate of such shareholder or any other person with whomsuch shareholder is acting in concert or as a “group” (as defined under Section13 of the SecuritiesExchangeActof1934, as amended (the “ExchangeAct”)), will be restricted from redeeming its public shareswith respect to more than an aggregate of 15% of the then issued and outstanding public shares, without ourprior consent. See “Summary—The Offering—Limitation on redemption rights of shareholders holding 15%or more of the shares sold in this offering if we hold shareholder vote” for further discussion on certainlimitations on redemption rights. If we do not consummate an initial business combination within 24monthsfrom the closing of this offering or if our board of directors approves an earlier liquidation, we will redeem100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit inthe trust account, including interest earned on the funds held in the trust account (which interest shall be net oftaxes paid or payable and up to $100,000 of interest to pay liquidation expenses), divided by the number of thenissued and outstanding public shares, subject to applicable law and certain conditions as further describedherein. We may seek shareholder approval to amend our amended and restated memorandum and articles ofassociation to extend the date by which we must consummate our initial business combination. If we seekshareholder approval for an extension, holders of our public shares will be offered an opportunity to redeemtheir public shares if such extension is implemented. Prior to this offering, there was no public market for our units, ClassA ordinary shares or warrants. Ourunits have been approved for listing on The Nasdaq Global Market, or Nasdaq, under the symbol “MESHU.”.The ClassA ordinary shares and warrants comprising the units will begin separate trading on the 52nddayfollowing the date of this prospectus unless Cantor Fit