TRG Latin America Acquisitions Corp-A美股招股说明书(2026-02-26版)

TRG Latin America Acquisitions Corp. 20,000,000Units TRG Latin America Acquisitions Corp., is a blank check company incorporated as a Cayman Islands exemptedcompany and incorporated for the purpose of effecting a merger, amalgamation, share exchange, assetacquisition, share purchase, reorganization or similar business combination with one or more businesses, whichwe refer to throughout this prospectus as our initial business combination. We have not selected any businesscombination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directlyor indirectly, with any business combination target. Our efforts to identify a prospective initial businesscombination target will not be limited to a particular industry, sector or geographic region. 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 right entitling the holder thereof to receive one tenth (1/10) of one ClassAordinary share upon the consummation of an initial business combination. The underwriter has a 45-day option from the date of this prospectus to purchase up to an additional3,000,000units to cover over-allotments, if any. No fractional shares will be issued upon conversion of anyrights. As a result, a rights holder must have 10 rights in order to receive one ClassA ordinary share at theclosing of our initial business combination. 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 thatare 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 (net of taxespayable), divided by the number of then-outstanding public shares, subject to the limitations and on theconditions described herein.See“Summary—The Offering—Redemption rights for public shareholdersupon completion of our initial business combination”and“Summary—The Offering—Redemption ofpublic shares and distribution and liquidation 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 shareholdersthathold more than 15%of the shares sold in this offering)for or against our initial businesscombination.See“Summary—The Offering—Limitation on redemption rights of shareholders holding15% or more of the shares sold in this offering if we hold shareholder vote”for further discussion on certainlimitations on redemption rights. Our sponsor, TRG Latin America Acquisitions LLC, has agreed to purchase an aggregate of 225,000 privateplacement units (including if the underwriter’s over-allotment option is exercised in full), at a price of $10.00per unit, or $2,250,000 in the aggregate (including if the underwriter’s over-allotment option is exercised), in aprivate placement that will close simultaneously with the closing of this offering. We refer to theseunitsthroughout this prospectus as the private placementunits. Each private placement unit consists of one ClassAordinary share and one right entitled the holder thereof to receive one tenth (1/10) of one ClassA ordinary shareupon the consummation of an initial business combination. Each private placement share included in eachprivate placement unit will not have any redemption rights or be entitled to liquidating distributions from thetrustaccount if we fail to consummate an initial business combination.See“Summary—SponsorInformation,” “The Offering—Private placement units,” Table of Contents “The Offering—Transfer restrictions on private placement units,” “Management’s Discussion and AnalysisofFinancial Condition and Results of Operation—Related Party Transactions,”“PrincipalShareholders—Restrictions on Transfers of Founder Shares and Private Placement Units,” “Princi