Mercator Acquisition Corp-A美股招股说明书(2026-07-10版)

Mercator Acquisition Corp. 15,000,000Units Mercator Acquisition Corp. is a blank check company incorporated as a Cayman Islands exempted company forthepurpose of effecting a merger,amalgamation,share exchange,asset acquisition,share purchase,reorganization or similar business combination with one or more businesses, which we refer to throughout thisprospectus as our initial business combination. We have not selected any business combination target and wehave not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with anybusiness combination target. We may pursue an initial business combination in any business 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-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.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 30days after the completion of our initialbusiness combination, and will expire fiveyears after the completion of our initial business combination orearlier upon redemption or our liquidation, as described herein. The underwriters have a 45-day option from thedate of this prospectus to purchase up to an additional 2,250,000units 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 twobusiness days 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our initial business combination, including interest earned on the funds held in the trust account (net ofamounts withdrawn to fund our working capital requirements, subject to an annual limit of $150,000 (plus therollover of unused amounts from prioryears), and/or to pay for our taxes (any withdrawals to pay for our taxes(which shall exclude any 1% U.S.federal excise tax on stock repurchases under the Inflation ReductionActof2022 that is imposed on us, if any) shall not be subject to the $150,000 annual limitation described in theforegoing)), divided by the number of then outstanding public shares, subject to the limitations and on theconditions described herein. The proceeds placed in the Trust Account and the interest earned thereon shall notbe used to pay for possible excise tax or any other fees or taxes that may be levied on the Company pursuant toany current, pending or future rules or laws, including without limitation any excise tax due under the InflationReductionAct of 2022(“IRA”)on any redemptions or share repurchases by the Company.See“Summary—The Offering—Redemption rights for public shareholders upon completion of our initialbusiness 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 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 offering without our prior consent. However, we would not berestricting our shareholders’ ability to vote all of their shares (including all shares held by those shareholdersthat hold more than 15% of the shares sold in this offering) for or against our initial business combination.See“Summary—The Offering—Limitation on redemption rights of shareholders holding 15% or more ofthe shares sold in this offering if we hold shareholder vote” for further discussion on certain limitationson redemption rights. Table of Contents Our sponsor, Mercator Investor Holdings, LLC, and Clear Street LLC (“Clear Street”), the representative of theunderwriters,have committed,pursuant to written agreements,to purchase from us an aggregate of4,500,000warrants (whether or not the underwriters’ over-allotment option is exercised at all, partially or infull), each exercisable to purchase one ClassA ordina