Samos Energy Acquisition Corp-A美股招股说明书(2026-07-14版)

Samos Energy Acquisition Corporation 20,000,000Units Samos Energy Acquisition Corporation is a blank check company newly incorporated as a CaymanIslands exempted company for the purpose of effecting a merger, amalgamation, share exchange, assetacquisition, share purchase, reorganization or similar business combination with one or more businesses, whichwe refer 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 intend to search for a target business with significantinternational energy assets that are operational and cash generative, which may provide opportunities forattractive risk-adjusted returns and benefit from the increased demand in energy. 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 warrant. Each whole warrant entitles the holder thereof topurchase one ClassA ordinary share at a price of $11.50 per share, subject to adjustment as described in thisprospectus, and only whole warrants are exercisable. The warrants will become exercisable 30days after thecompletion of our initial business combination, and will expire fiveyears after the completion of our initialbusiness combination or earlier upon redemption or liquidation, as described in this prospectus. Subject to theterms and conditions described in this prospectus, we may redeem the warrants for cash once the warrantsbecome exercisable. No fractional warrants will be issued upon separation of the units and only whole warrantswill trade. We have also granted the underwriters a 45-day option to purchase up to an additional3,000,000units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their ClassAordinary shares upon the completion of our initial business combination at a per-share price described herein,payable in cash, subject to the limitations described herein. We will have 24months from the closing of thisoffering to consummate an initial business combination. If we anticipate that we may be unable to consummateour initial business combination within such 24-month period, we may seek shareholder approval to amend ouramended and restated memorandum and articles of association to extend the date by which we mustconsummate our initial business combination. If we do not consummate an initial business combination within24months from the closing of this offering or if our board of directors approves an earlier liquidation, we willredeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then ondeposit in the trust account, including interest earned on the funds held in the trust account (which interest shallbe net of taxes paid or payable and up to $100,000 of interest to pay liquidation expenses), divided by thenumber of then issued and outstanding public shares, subject to applicable law and certain conditions as furtherdescribed herein. If we seek shareholder approval for an extension, holders of our public shares will be offeredan opportunity to redeem their public shares if such extension is implemented. Our sponsor, Samos Energy Acquisition Sponsor, LP (which we refer to as our sponsor throughout thisprospectus), and Cantor Fitzgerald& Co., the representative of the underwriters, have committed to purchase anaggregate of 6,000,000 private placement warrants (whether or not the underwriters’ over-allotment option isexercised in full) at a price of $1.00 per warrant, or $6,000,000 in the aggregate, in a private placement that willclose simultaneously with the closing of this offering. We refer to these warrants throughout this prospectus asthe private placement warrants. Of those 6,000,000 private placement warrants, our sponsor has agreed topurchase 4,000,000warrants (whether or not the underwriters’ over-allotment option is exercised in full) andCantor Fitzgerald& Co. has agreed to purchase 2,000,000warrants (whether or not the underwriters’ over-allotment option is exercised in full). Each private placement warrant is exercisable to purchase one wholeClassA ordinary share at a price of $11.50 per share. The private placement warrants will become exercisable30days after the completion of our initial business combination, and will not expire except upon liquidation, oras described in this prospectus. None of the private placement warrants will be redeemable by us. Table of Contents Certain investors (some of which are affiliated with members of our management, our sponsor or otherinvestors), which we refer to as the “non-managing sponsor investors” throughout this prospectus, haveexpressed an interest to indirectly purchase, through the purchase of non-managing sponsor limited partnerinterests, an