OneIM Acquisition Corp-A美股招股说明书(2026-01-14版)

25,000,000 Units OneIM Acquisition Corp. is a blank check company incorporated as a Cayman Islands exemptedcompany and formed for the purpose of effecting a merger, amalgamation, share exchange, assetacquisition,share purchase,reorganization or similar business combination with one or morebusinesses, which we refer to throughout this prospectus as our initial business combination. Wehave not selected any business combination target and we have not, nor has anyone on our behalf,initiated any substantive discussions, directly or indirectly, with any business combination target. Wemay pursue an acquisition opportunity in any business, industry, sector or geographical location. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consistsof one ClassA ordinary share and one-sixth of one redeemable warrant. Each whole warrant entitlesthe holder thereof to purchase one ClassA ordinary share at a price of $11.50 per share, subject toadjustment as described herein. Accordingly, unless you purchase six public units, you will not beable to receive or trade a whole warrant. Only whole warrants are exercisable. No fractional warrantswill be issued upon separation of the units and only whole warrants will trade. The warrants willbecome exercisable 30days after the completion of our initial business combination and will expirefiveyears after the completion of our initial business combination or earlier upon redemption or ourliquidation, as described herein. The underwriters have a 45-day option from the date of thisprospectus to purchase up to an additional 3,750,000units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem, regardless of whether theyabstain, vote for, or vote against, our initial business combination, all or a portion of their ClassAordinary shares that were sold as part of the units in this offering, which we refer to collectively as ourpublic shares, upon the completion of our initial business combination at a per-share price, payable incash, equal to the aggregate amount then on deposit in the trust account described below as oftwobusinessdays prior to the consummation of our initial business combination, including interestearned thereon (net of amounts withdrawn to fund working capital requirements, subject to thelimitations described herein, and/or to pay our taxes (which shall exclude the 1% U.S.federal excisetax if any is imposed on us), divided by the number of then issued outstanding public shares, subjectto the limitations and on the conditions described herein. The proceeds placed in the trust accountand the interest earned thereon will not be used to pay for possible excise tax or any other fees ortaxes that may be levied on the Company pursuant to any current, pending or future rules or laws,including without limitation any excise tax on any redemptions or stock buybacks by our company.See“Summary—The Offering—Redemption rights for public shareholders upon completionof our initial business combination” and “Summary—The Offering—Redemption of publicsharesand distribution and liquidation if no initial business combination”for moreinformation. Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initialbusiness combination and we do not conduct redemptions in connection with our initial businesscombination pursuant to the tender offer rules, our amended and restated memorandum and articlesof association provide that a public shareholder, together with any affiliate of such shareholder or anyother person with whom such shareholder is acting in concert or as a “group” (as defined underSection13 of the Securities ExchangeAct of 1934, as amended (the “ExchangeAct”), will berestricted from redeeming its shares with respect to more than an aggregate of 15% of the sharessold in this offering without our prior consent. However, we would not be restricting our shareholders’ability to vote all of their shares (including all shares held by those shareholders that hold more than15%of the shares sold in this offering)for or against our initial business combination.See“Summary—The Table of Contents Offering—Limitation on redemption rights of shareholders holding 15% or more of the sharessold in this offering if we hold shareholder vote” for further discussion of certain limitationson redemption rights. Our sponsor, OneIM Sponsor LLC (which we refer to as our sponsor throughout this prospectus), hascommitted to purchase an aggregate of 200,000 private units (including if the underwriters’ over-allotment option is exercised in full) at the initial public offering price of our public units of $10.00 perunit for an aggregate purchase price of $2,000,000 (including if the underwriters’ over-allotmentoption is exercised in full) in a private placement that will close simultaneously with the closing of thisoffering. These units, which we refer to as the private placement unit