Muzero Acquisition Corp-A美股招股说明书(2026-02-02版)

Muzero Acquisition Corp 17,500,000Units Muzero Acquisition Corp is a blank check company incorporated as a Cayman Islands exempted company andformed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase,reorganization or similar business combination with one or more businesses, which we refer to throughout thisprospectus as our initial business combination. We have not selected any business combination target and wehave not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with anybusiness combination target. Employing a sector-driven approach that leverages our technology and artificialintelligence experience, we may pursue an acquisition opportunity in any business, sector or geographicallocation. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of oneClassA ordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holder thereofto purchase one ClassA ordinary share at a price of $11.50 per share, subject to adjustment as described herein.Only whole warrants are exercisable. Nofractional warrants will be issued upon separation of the units and onlywhole warrants will trade. The warrants will become exercisable 30days after the completion of our initialbusiness combination and will expire fiveyears after the completion of our initial business combination orearlier upon redemption or our liquidation, as described herein. The underwriters have a 45-day option from thedate of this prospectus to purchase up to an additional 2,625,000units 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 thatwere sold as part of the units in this offering, which we refer to collectively as our public shares, upon thecompletion of our initial business combination at a per-share price, payable in cash, equal to the aggregateamount then on deposit in the trust account described below as of twobusinessdays prior to the consummationof our initial business combination, including interest earned on the funds held in the trust account, less taxespayable, divided by the number of then outstanding public shares, subject to the limitations and on theconditions described herein. The proceeds placed in the trust account and the interest earned thereon will not beused to pay for possible excise tax or any other fees or taxes that may be levied on the Company pursuant to anycurrent, pending or future rules or laws, including without limitation any excise tax due under the InflationReduction Actof2022 on any redemptions or stock buybacks by our company.See“Summary—TheOffering—Redemption rights for public shareholders upon completion of our initial businesscombination” and “Summary—The Offering—Redemption of public shares and distribution andliquidation if no initial business combination” for more information. Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial businesscombination and we do not conduct redemptions in connection with our initial business combination pursuant tothe tender offer rules, our amended and restated memorandum and articles of association provide that a publicshareholder, together with any affiliate of such shareholder or any other person with whom such shareholder isacting in concert or as a “group” (as defined under Section13 of the Securities ExchangeActof1934, asamended (the “ExchangeAct”), will be restricted from redeeming its shares with respect to more than anaggregate of 15% of the shares sold in this offering without our prior consent. However, we would not berestricting our shareholders’ ability to vote all of their shares (including all shares held by those shareholdersthat hold more than 15% of the shares sold in this offering) for or against our initial business combination.See“Summary—The Offering—Limitation on redemption rights of shareholders holding 15% or more ofthe shares sold in this offering if we hold shareholder vote” for further discussion of certain limitations onredemption rights. Our sponsor, Muzero Acquisition Sponsors LLC, and BTIG have committed to purchase an aggregate of447,500 private units (or 486,875 private units if the over-allotment option is exercised in full) at a price of$10.00 per unit for an aggregate purchase price of $4,475,000 (or $4,868,750 if the over-allotment option isexercised in full). Of these private units, our sponsor has agreed to purchase 316,250 private units (or 335,938private units if the over-allotment option is exercised in full) and BTIG has agreed to purchase 131,250 privateunits (or 150,937 private units if the over-allotment option is exercised in full). Each private unit will beidentical to the units sold in this offering, except