Meridian3 Industrials Acquisition Corp-A美股招股说明书(2026-07-02版)

MERIDIAN3 INDUSTRIALS ACQUISITION CORP 17,500,000 Units Meridian3 Industrials Acquisition Corp is a blank check company incorporated as a Cayman Islandsexempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, sharepurchase, 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 specific businesscombination target 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 business orindustry but expect to target opportunities and companies operating within the broader industrial technology sector,specifically focusing on Industry 4.0, smart manufacturing, next-generation mobility, or related sectors. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists ofone ClassA 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. Onlywhole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only wholewarrants will trade. The warrants will become exercisable 30days after the completion of our initial businesscombination, and will expire fiveyears after the completion of our initial business combination or earlier uponredemption or our liquidation, as described in more detail herein. Subject to the terms and conditions described inthis prospectus, we may redeem the warrants for cash once the warrants become exercisable. The underwriter has a45-day option from the date of this prospectus to purchase up to an additional 2,625,000 units 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 against, our initial business combination, all or a portion of their ClassA ordinary shares that were soldas part of the units in this offering, which we refer to collectively as our public shares, in connection with thecompletion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amountthen on deposit in the trust account described below as of two businessdays prior to the consummation of our initialbusiness combination, including interest earned on the funds held in the trust account (net of permitted withdrawals),divided by the number of then outstanding public shares, subject to the limitations and on the conditions describedherein. As further described in this prospectus, our amended and restated memorandum and articles of associationprovide that a public shareholder, together with any affiliate of such shareholder or any other person with whomsuch shareholder is acting in concert or as a “group” (as defined under Section13 of the Securities Exchange Act of1934, as amended (the “Exchange Act”)), will be restricted from redeeming its public shares with respect to morethan an aggregate of 15% of the then issued and outstanding public shares, without our prior consent. See“Summary— The Offering— Limitation on redemption rights of shareholders holding more than 15% of the publicshares sold in this offering if we hold shareholder vote” for further discussion on certain limitations on redemptionrights. If we do not consummate an initial business combination within 24months from the closing of this offeringor if our board of directors approves an earlier liquidation, we will redeem 100% of the public shares at a per shareprice, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earnedon the funds held in the trust account (net of permitted withdrawals and up to $100,000 of interest to pay liquidationexpenses), divided by the number of then issued and outstanding public shares, subject to applicable law and certainconditions as further described herein. We may seek shareholder approval to amend our amended and restatedmemorandum and articles of association to extend the date by which we must consummate our initial businesscombination. If we seek shareholder approval for an extension, holders of our public shares will be offered anopportunity to redeem their public shares if such extension is implemented. Table of Contents Prior to this offering, there was no public market for our units, Class A ordinary shares or warrants. Wehave been approved to have our units listed on The Nasdaq Global Market, or Nasdaq, under the symbol “MIACU,”on or promptly after the date of this prospectus. We expect the ClassA ordinary shares and warrants comprising theunits to begin separate trading on the 52ndday following the date of this prospectus unless Cantor Fitzgerald& Co.(“Ca