Infinite Eagle Acquisition Corp-A美股招股说明书(2026-01-16版)

Infinite Eagle Acquisition Corp. 30,000,000 Units_______________ Infinite Eagle Acquisition Corp. is a blank check company incorporated as a Cayman Islands exemptedcompany for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganizationor similar business combination with one or more businesses, which we refer to as our initial businesscombination. We have not selected any specific business combination target and we have not, nor has anyone onour behalf, engaged in any substantive discussions, directly or indirectly, with any business combination targetwith respect to an initial business combination with us. 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 right to receive one twenty-fifth (1/25) of a ClassA ordinary share upon theconsummation of an initial business combination, as described in more detail in this prospectus. We refer to therights included in the units as Eagle Share Rights. The underwriters have a 45-day option from the date of thisprospectus to purchase up to an additional 4,500,000units to cover over-allotments, if any. Unlike many otherspecial purpose acquisition company initial public offerings, investors in this offering will not receive warrantsthat would become exercisable following completion of our initial business combination. We will provide our public shareholders with the opportunity to redeem 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 our publicshares, in connection with 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 of twobusinessdaysprior to the consummation of our initial business combination, including interest earned on the funds held in thetrust account (net of amounts released to us to fund our working capital requirements (subject to the limitationsdescribed herein) and taxes paid or payable), divided by the number of then issued and outstanding publicshares, subject to the limitations and on the conditions described herein. As further described in this prospectus,our amended and restated memorandum and articles of association will provide that a public shareholder,together with any affiliate or any other person with whom such shareholder is acting in concert or as a “group”(as defined under Section13 of the Securities ExchangeActof1934, as amended), will be restricted fromredeeming its public shares with respect to more than an aggregate of 15% of the public shares, without ourprior consent. If we are unable to complete our initial business combination within 24months from the closingof this offering (or 30 months from the closing of this offering if we have executed a letter of intent, agreementin principle or definitive agreement for an initial business combination within 24 months from the closing ofthis offering), which we refer to as the completion window, we will redeem 100% of the public shares at a pershare price, payable in cash, equal to the aggregate amount then on deposit in the trust account, includinginterest earned on the funds held in the trust account (net of amounts released to us to fund our working capitalrequirements (subject to the limitations described herein), taxes paid or payable and up to $100,000 of interestto pay dissolution expenses), divided by the number of then issued and outstanding public shares, subject toapplicable law and certain conditions as further described herein. We may seek shareholder approval to amendour amended and restated memorandum and articles of association to extend the date by which we mustconsummate our initial business combination. If we seek shareholder approval for an extension, holders of ourpublic shares will be offered an opportunity to redeem their shares upon approval of such extension. Our sponsor, Eagle Equity PartnersVI, LLC, has committed to purchase an aggregate of 350,000 ClassAordinary shares (or up to 395,000 Class A ordinary shares if the underwriter’s over-allotment is exercised infull), at the initial public offering price of our public shares of $10.00 per share for an aggregate purchase priceof $3,500,000 (or up to $3,950,000 if the underwriter’s over-allotment is exercised in full), in a privateplacement that will close simultaneously with the closing of this offering. These ClassA ordinary shares, whichwe refer to as the private placement shares, are identical to the ClassA ordinary shares included in the units soldin this offering, subject to limited exceptions as described in this prospectus. Our sponsor currently owns an aggregate of 8,625,000 ClassB ordinary shares, up to 1,125,000 of whichwill be surrendered to us for no consideration after the closing of this offering depending on the extent to whichthe underwriters’ over-allot