Maywood Acquisition Corp 2-A美股招股说明书(2026-04-14版)

$100,000,000Maywood Acquisition Corp. 210,000,000Units Maywood Acquisition Corp. 2 is a blank check company incorporated as a Cayman Islands exempted company and formpurpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business cowith one or more businesses or entities, which we refer to throughout this prospectus as our initial business combination. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one ClassA ordinone right to receive one-fourth (1/4) of one Class A ordinary share upon the consummation of an initial business combinationredeemable warrant. Eachfour rights will entitle the holder thereof to receive one Class A ordinary share at the closing of an initiacombination. We will not issue fractional Class A ordinary shares. As a result, you must hold rights in multiples of four in ordershares for all of your rights upon closing of an initial business combination. Each warrant entitles the holder thereof to purchase onordinary share at a price of $11.50 per share, subject to adjustment as described herein. The warrants will become exercisable at the lmonths from the closing of this offering and 30 days after the completion of our initial business combination, and will expire five yearcompletion of our initial business combination or earlier upon redemption or our liquidation, as described herein. The underwriters hday option from the date of this prospectus to purchase up to an additional 1,500,000units 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 aginitial business combination, all or a portion of their ClassA ordinary shares that were sold as part of theunits in this offering, which wcollectively as our public shares, upon the completion of our initial business combination at a per-share price, payable in cash, eqaggregate amount then on deposit in the trust account described below as of two business days prior to the consummation of our initiacombination, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable), dividnumber of then outstanding public shares.Notwithstanding the foregoing, if we seek shareholder approval of our initial business coand we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amerestated memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder orperson with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will befrom redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering without our prior con“Summary— The Offering— Limitation on redemption rights of shareholders holding 15% or more of the shares sold in this offeringshareholder vote” for further discussion on certain limitations on redemption rights. Oursponsors areWest Pike, LLC and Stone Bay, LLC.None of the members of our sponsors is affiliated with our officersand affiliates and our officers, directors and advisors do not have any direct or indirect interest in our sponsors.See “Summary –Information” for further information on our sponsors. West Pike has committed to purchase an aggregate of 140,000 units (regardless of whether or not the underwriters’ overoption is exercised), each comprised of one Class A ordinary share, one right and one redeemable warrant, at a price of $10.00 pe$1,400,000 in the aggregate, in a private placement that will close simultaneously with the closing of this offering.We refer to these u“private placement units”. The private placement units are identical to the units sold in this offering, subject to certain exceptionsherein. Stone Bay, LLC currently owns an aggregate of 4,040,541 Class B ordinary shares for which it paid an aggregate of $2approximately $0.006 per share, up to 527,027 of which will be surrendered to us for no consideration after the closing of thidepending on the extent to which the underwriters’ over-allotment option is exercised, which will automatically convert into Class Ashares concurrently with or immediately following the consummation of our initial business combination, or earlier at the option of ththereof on a one-for-one basis, subject to the adjustments described herein. In addition, our sponsors have agreed to loan us up to $300,000 to be used for a portion of the expenses of this offering, whicwill be repaid upon closing of this offering.Additionally, we will reimburse Stone Bay, LLC $1,667 per month for office sadministrative services made available to us, each as described elsewhere in this prospectus. Our sponsors or an affiliate of one of ouror our officers and directors may also loan us funds to finance transaction co