QDRO Acquisition Corp-A美股招股说明书(2026-03-27版)

QDRO Acquisition Corp. 20,000,000Units QDRO 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, or entities, which we refer tothroughout this prospectus as our initial business combination. We have not selected any business combinationtarget and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly orindirectly, with any business combination target. We may pursue an initial business combination in any businessor industry. 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. No fractional 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 3,000,000units 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 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 twobusiness days prior to the consummationof our initial business combination, including interest earned on the funds held in the trust account (net ofamounts withdrawn to fund our working capital requirements, subject to an annual limit of $100,000 (plus therollover of unused amounts from prioryears), and/or to pay for our taxes (any withdrawals to pay for our taxes(which shall exclude any 1% U.S.federal excise tax on stock repurchases under the Inflation ReductionActof2022 that is imposed on us, if any) shall not be subject to the $100,000 annual limitation described in theforegoing)), divided by the number of then issued and outstanding public shares, subject to applicable law andthe limitations and on the conditions described herein.See“Summary—The Offering—Redemption rightsforpublic shareholders upon completion of our initial business combination”on page 30 and“Summary—The Offering—Redemption of public shares and distribution and liquidation if no initialbusiness combination”on page34 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 of theshares sold in this offering if we hold shareholder vote”on page33 for further discussion on certainlimitations on redemption rights. Our sponsor, QDRO Sponsor LLC, and Cantor Fitzgerald& Co., the representative of the underwriters, havecommitted to purchase an aggregate of 6,000,000 private placement warrants (whether or not the underwriters’over-allotment option is exercised in full), each exercisable to purchase one ClassA ordinary share at $11.50 pershare, at a price of $1.00 per warrant, or $6,000,000 in the aggregate, in a private placement that will closesimultaneously with Table of Contents the closing of this offering. Of those 6,000,000 private placement warrants, our sponsor has agreed to purchase4,000,000warrants and Cantor Fitzgerald& Co. has agreed to purchase 2,000,000warrants. Each privateplacement warra