American Drive Acquisition Co-A美股招股说明书(2025-12-19版)

American Drive Acquisition Company 20,000,000 Units American Drive Acquisition Company is a blank check company incorporated as a Cayman Islands exemptedcompany and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, sharepurchase, reorganization or similar business combination with one or more businesses, or entities, which we refer tothroughout this prospectus as our initial business combination. We have not selected any business combination targetand we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with anybusiness combination target. Our efforts to identify a prospective initial business combination target will not be limitedto a particular industry, sector or geographic region. While we may pursue an initial business combination in anybusiness or industry, we expect to focus on a target in industries that complement our management team’s background,and to capitalize on the ability of our management team to identify and acquire a business, focusing on Americancompanies in the defense, logistics, transportation, technology and AI sectors. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one ClassAordinary share and one-third of one redeemable warrant. Each whole warrant entitles the holder thereof to purchaseone ClassA ordinary share at a price of $11.50 per share, subject to adjustment as described herein. Only wholewarrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrantswill trade. The warrants will become exercisable 30days after the completion of our initial business combination, andwill expire fiveyears after the completion of our initial business combination or earlier upon redemption or ourliquidation, as described herein. The underwriter has a 45-day option from the date of this prospectus to purchase up toan additional 3,000,000 units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem, regardless of whether they abstain, vote for,or vote against, our initial business combination, all or a portion of their ClassA ordinary shares that are sold as part ofthe units in this offering, which we refer to collectively as our public shares, upon the completion of our initialbusiness combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trustaccount described below as of two businessdays prior to the consummation of our initial business combination,including interest earned on the funds held in the trust account, net of amounts withdrawn to fund our working capitalrequirements, subject to an annual limit of $200,000, and taxes payable (“permitted withdrawals”), divided by thenumber of then outstanding public shares, subject to the limitations and on the conditions described herein. Except forincome taxes, the proceeds placed in the trust account and the interest earned thereon shall not be used to pay forpossible excise tax or any other fees or taxes that may be levied on the Company pursuant to any current, pending orfuture rulesor laws, including without limitation any excise tax due under the Inflation Reduction Act of 2022 (“IRA”)on any redemptions or stock buybacks by the Company.See“Summary— The Offering— Redemption rights forpublic shareholders upon completion of our initial business combination” and “Summary— The Offering—Redemption of public shares and distribution and liquidation if no initial business combination”for moreinformation. Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combinationand we do not conduct redemptions in connection with our initial business combination pursuant to the tender offerrules, our amended and restated memorandum and articles of association provide that a public shareholder, togetherwith any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a“group” (as defined under Section13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), willbe restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in thisoffering without our prior consent. However, we would not be restricting our shareholders’ ability to vote all of theirshares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) foror against our initial business combination.See“Summary— The Offering— Limitation on redemption rights ofshareholders holding 15% or more of the shares sold in this offering if we hold shareholder vote”for furtherdiscussion on certain limitations on redemption rights. Our sponsor, Petit Monts LLC, and Cantor Fitzgerald& Co., the representative of the underwriter, have committed topurchase an aggregate of 4,000,000 private placement war