Osprey Acquisition Corp III-A美股招股说明书(2026-07-02版)

Osprey Acquisition Corp.III 26,100,000Units Osprey Acquisition Corp.III is a blank check company incorporated as a Cayman Islands exempted companyand formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, sharepurchase, reorganization or similar business combination with one or more businesses or entities, which werefer 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. We may pursue an initial business combination in anybusiness or 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-third 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 on the later of 30days after the completion ofour initial business combination and 12 months from the closing of this offering, and will expire fiveyears afterthe completion of our initial business combination or earlier upon redemption or our liquidation, as describedherein. The underwriters have a 45-day option from the date of this prospectus to purchase up to an additional3,915,000units 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 twobusinessdays 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our initial business combination, including interest earned on the funds held in the trust account (net ofamounts withdrawn to fund our working capital requirements, subject to an annual limit of $250,000 of theinterest earned on the funds held in the trust account (with an overall limit of $500,000), and to pay our taxes,other than excise taxes, if any (such amounts in the aggregate, “permitted withdrawals”)), divided by thenumber of then issued and outstanding public shares, subject to the limitations and on the conditions describedherein. We will not use the proceeds placed in the trust account, or the interest earned on the proceeds placed inthe trust account, to pay for possible excise or similar taxes that may be levied on us pursuant to any current,pending or future rules or laws, including any excise tax due under the Inflation Reduction Actof2022 on anyredemptions or stock buybacks by us, prior to the release of such funds from the trust account upon our initialbusiness combination. See“Summary—The Offering—Redemption rights for public shareholders uponcompletion of our initial business combination”and“Summary—The Offering—Redemption of public sharesand 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 Table of Contents offering without our prior consent. However, we would not be restricting our shareholders’ ability to vote all oftheir 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 onredemption rights of shareholders holding 15% or more of the shares sold in this offering if we hold shareholdervote”for further discussion on certain limitations on redemption rights. Our sponsor, Osprey Acquisition SponsorIII, LLC, a Delaware limited liability company, has committed topurchase 486,000 placement units at a price of $10.00 per unit ($4,860,000 in the aggregate) in a privateplacement that will close simultaneously with the closing of this offering, and Cantor Fitzgerald& Co., therepresentative o