Alpex Acquisition Corp-A美股招股说明书(2026-06-25版)

Alpex Acquisition Corporation 10,000,000Units Alpex Acquisition Corporation is a blank check company incorporated in the Cayman Islands as an exemptedcompany with limited liability for the purpose of effecting into a merger, share exchange, asset acquisition,share purchase, recapitalization, reorganization or similar business combination with one or more businesses orentities. Our efforts to identify a prospective target business will not be limited to a particular industry orgeographic region. This is an initial public offering of our securities. Each unit that we are offering has a price of $10.00 andconsists of one ClassA ordinary share, par value of $0.0001 each, or “ClassA ordinary shares”, one redeemablewarrant, and one right to receive one-fourth of one ClassA ordinary share. Each whole redeemable warrantentitles the holder thereof to purchase one Class A ordinary share at an exercise price of $11.50 per share. Eachwarrant will become exercisable on the later of (i) 30 days after the completion of an initial businesscombination and (ii) one year from the date that the registration statement is declared effective, and will expirefive years after the completion of our initial business combination or earlier upon redemption or liquidation, asdescribed in this prospectus. Each four rights entitle the holder thereof to receive one ClassA ordinary shareupon the consummation of our business combination. We will not issue fractional shares upon the conversion ofthe rights. As a result, you must hold rights in multiples of four in order to receive shares for all of your rightsupon the consummation of a business combination. We are an “emerging growth company” under applicable federal securities laws and will be subject to reducedpublic company reporting requirements. No offer or invitation to subscribe for securities may be made to thepublic in the Cayman Islands. We have granted D.Boral Capital LLC, or “D.Boral Capital”, the representative of the underwriters of thisoffering, a 45-day option to purchase up to an additional 1,500,000units (over and above the 10,000,000unitsreferred to above) solely to cover over-allotments, if any. We will provide the holders of our issued and outstanding Class A ordinary shares that were sold in thisoffering, or the “public shares,” with the opportunity to redeem their public shares upon the consummation ofour initial business combination at a per-share price, payable in cash, equal to the aggregate amount then ondeposit in a trust account, maintained in the U.S.by Equiniti Trust Company, LLC, as trustee (“Trust Account”),including interest (net of taxes payable and up to $100,000 of interest released to us to pay dissolutionexpenses), divided by the number of then issued and outstanding public shares that were sold in this offering, nomatter if they vote “for”, “against,” or abstain from voting on the business combination proposal. Theredemption rights for the public shareholders are subject to certain limitations, including that (i)under ouramended and restated memorandum and articles of association, a public shareholder, together with any affiliateof such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (asdefined under Section13 of the ExchangeAct), will be restricted from redeeming its shares with respect to morethan an aggregate of 15% of the shares sold in this offering; and (ii)as our amended and restated memorandumand articles of association provides that we may not consummate an initial business combination if we cannotmaintain net tangible assets of $5,000,001 upon such business combination, we may redeem up to such numberof public shares that would permit us to maintain net tangible assets of $5,000,001. If our business combinationrequires us to use substantially all of our cash to pay the purchase price, the redemption threshold may befurther limited. For further information, see “Prospectus Summary—Limitation on redemption rights ofshareholders holding 15% or more of the shares sold in this offering if we hold shareholder vote” on page31and “Risk Factors—The ability of a large number of our shareholders to exercise redemption rights may notallow us to consummate the most desirable business combination or optimize our capital structure.” on page68of this prospectus. However, if the business combination is not approved or consummated, the redeeming public shares will bereturned to the respective holders, brokers or banks. In addition, holders of the units sold in this offering, or the“public units” (except with regard to the public shares underlying the public units), and holders of the warrantssold in this offering, or the “public warrants,” and holders of the rights sold in this offering, or the “publicrights,” have not been provided with the opportunity to redeem their public units, public warrants or publicrights in connection with the consummation of our initial business combination. Table of Contents W