Shreya Acquisition Group-A美股招股说明书(2026-05-07版)

Shreya Acquisition Group 10,000,000 Units Shreya Acquisition Group is a blank check company incorporated in the Cayman Islands as a Cayman Islands exempted company forthe purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, recapitalization, reorganization orsimilar business combination with one or more businesses or entities. We have not selected any business combination target althoughwe intend to focus our search for a target business on companies engaged in the health and wellness, hospitality, media andentertainment, shipping infrastructure and waterways tourism sectors. We have not, nor has anyone on our behalf, initiated anysubstantive discussions, directly or indirectly, with any business combination target. Our efforts to identify a prospective targetbusiness will not be limited to a particular industry or geographic region. While we intend to conduct a global search for targetbusinesses without being limited by geographic region, we affirmatively exclude as an initial business combination target anycompany of which financial statements are audited by an accounting firm that the United States Public Company AccountingOversight Board (“PCAOB”) is unable to inspect for two consecutive years beginning in 2021 and any target company with Chinaoperations consolidated through a VIE structure. This is an initial public offering of our securities. Each unit that we are offering has a price of $10.00 and consists of one Class Aordinary share, one redeemable warrant and one right to receive one-fourth (1/4th) of one Class A ordinary share upon theconsummation of an initial business combination, as described in more detail in this prospectus. Each warrant entitles the holderthereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as described herein. The warrantswill become exercisable 30 days after the completion of our initial business combination and will expire five years after thecompletion of our initial business combination or earlier upon redemption or our liquidation, as described herein. We refer to the rightsincluded in the units as “rights” and the warrants included in the units as “warrants.” We have granted D. Boral Capital LLC, the representative of the underwriters, a 45-day option to purchase up to an additional1,500,000 units (over and above the 10,000,000 units referred to above) solely to cover over-allotments, if any. We will provide the holders of our issued and outstanding ordinary shares that were sold in this offering with the opportunity toredeem their shares upon the consummation of our initial business combination at a per-share price, payable in cash, equal to theaggregate amount then on deposit in the trust account described below, including interest (net of taxes payable), divided by the numberof then issued and outstanding ordinary shares that were sold in this offering, which we refer to as our “public shares” throughout thisprospectus, subject to the limitations described herein. See “Summary — The Offering — Redemption rights for public shareholdersupon completion of our initial business combination” and “Summary — The Offering — Redemption of public shares and distributionand liquidation if no initial business combination” for more information. Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do notconduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our post-offering amendedand restated memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholderor any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section13 of the SecuritiesExchange Act of 1934, as amended (the “Exchange Act”), 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 be restricting our shareholders’ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in thisoffering) for or against our initial business combination. See “Summary — The Offering — Limitation on redemption rights ofshareholders holding 15% or more of the shares sold in this offering if we hold shareholder vote” for further discussion on certainlimitations on redemption rights. Table of Contents We have 12 months from the closing of this offering to consummate our initial business combination. If we anticipate that we may beunable to consummate our initial business combination within such period, we may seek shareholder approval to amend our post-offering amended and restated memorandum and articles of association to extend the date by which we must consummate our initialbusiness combination. If we seek shareholder approval fo