Paloma Acquisition Corp I-A美股招股说明书(2026-02-19版)

Paloma Acquisition Corp I 15,000,000Units Paloma Acquisition Corp I is a newly organized blank check company incorporated as a Cayman Islandsexempted company and formed 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 as our initial business combination. We have not selected any specific businesscombination target and we have not, nor has anyone on our behalf, initiated any substantive discussions,directly or indirectly, with any business combination target. While we may pursue an initial businesscombination in any business or industry, we expect to focus on a target in industries that complement ourmanagement team’s background, and to capitalize on the ability of our management team to identify andacquire a business, focusing on opportunities and companies in the minerals sector with a focus on gold andsilver in the United States, but also including critical minerals in North America, Australia and New Zealand. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of oneClassA ordinary share, par value $0.0001 and one-half of one redeemable warrant. Accordingly, unless youpurchase two publicunits, you will not be able to receive or trade a whole warrant. Each whole warrantentitles the holder thereof to purchase one ClassA ordinary share at a price of $11.50 per share, subject toadjustment, terms and limitations as described herein. The warrants will become exercisable 30days afterthe completion of our initial business combination, and will expire fiveyears after the completion of our initialbusiness combination or earlier upon redemption or liquidation of the company, as described in thisprospectus. Subject to the terms and conditions described in this prospectus, we may redeem the warrantsfor cash once the warrants become exercisable. The underwriters have a 45-day option from the date of thisprospectus to purchase up to 2,250,000 additional publicunits to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their ClassAordinary shares upon the completion of our initial business combination at a per-share price, payable in cash,equal to the aggregate amount then on deposit in our trust account calculated as of two business days priorto the consummation of the initial business combination, including interest earned on the funds held in thetrust account (net of amounts withdrawn or eligible to be withdrawn to pay for our taxes (which shall excludethe Excise Tax (as defined below) if any is imposed on us)), divided by the number of then-issued andoutstanding public shares, subject to applicable law and limitations and on the conditions described herein.As further described in this prospectus, our amended and restated memorandum and articles of associationprovides that a public shareholder, together with any affiliate or any other person with whom such shareholderis acting in concert or as a “group”(as defined under Section13 of the Exchange Act of 1934, as amended(the “Exchange Act”)), will be restricted from redeeming its public shares with respect to more than anaggregate of 15% of the public shares sold in this offering, without our prior consent. If we do notconsummate an initial business combination within 24months from the closing of this offering or our board ofdirectors approves an earlier liquidation, we will redeem 100% of the public shares for cash, subject toapplicable law and certain conditions as described herein. We may seek shareholder approval to amend ouramended 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, and therelated amendments are approved by the shareholders, holders of our public shares will be offered anopportunity to redeem their shares upon the implementation by the directors of any such amendment.Redemption rights may also be available to shareholders in certain other circumstances as described hereinand in our amended and restated memorandum and articles of association. Our sponsor, Paloma Capital Group LLC, has agreed to purchase an aggregate of 350,000 privateplacementunits (or up to 372,500 private placementunits if the underwriters’ over-allotment option isexercised in full), at a price of $10.00 per unit, for an aggregate purchase price of $3,500,000 (or up to$3,725,000 if the underwriters’ over-allotment option is exercised in full) and the underwriters have agreed topurchase an aggregate of 150,000 private placementunits (or up to 172,500 private placementunits if theunderwriters’ over-allotment option is exercised in full), at a price of $10.00 per unit, for an aggregatepurchase price of $1,500,000 (or up to $1,725,000 if the underwriters’ over-allotment