Catalyst Acquisition Corp-A美股招股说明书(2026-07-28版)

Catalyst Acquisition Corp. 20,000,000Units Catalyst Acquisition Corp. is a blank check company incorporated as a Cayman Islands exempted company andformed for the purpose 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. Our efforts to identify a prospective initial business combination target will not belimited to a particular industry, sector or geographic region. While we may pursue an initial businesscombination in any business or industry, we intend to focus our efforts on opportunities in traditional and digitalmedia sectors including, but not limited to, video game companies, mobile gaming, publishers, studios, andmedia platforms. We intend to capitalize on the multi-decade operating expertise, financing expertise, andlongstanding relationships with industry leaders in target sectors of our management team. 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 right entitling the holder thereof to receive one-seventh (1/7) of one ClassAordinary share upon the consummation of an initial business combination. The underwriter has a 45-day option from the date of this prospectus to purchase up to an additional3,000,000units to cover over-allotments, if any. No fractional shares will be issued upon conversion of anyrights. As a result, a rights holder must have 7 rights in order to receive one ClassA ordinary share at the closingof our initial business combination. 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 two(2)business days prior to theconsummation of our initial business combination, including interest earned on the funds held in the trustaccount (net of taxes payable), divided by the number of then-outstanding public shares, subject to thelimitations and on the conditions described herein.See “Summary—The Offering—Redemption rights forpublicshareholders upon completion of our initial business combination”and“Summary—TheOffering—Redemption of public shares and 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 provides 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 shareholdersthathold more than 15%of the shares sold in this offering)for or against our initial businesscombination.See“Summary—The Offering—Limitation on redemption rights of shareholders holding15% or more of the shares sold in this offering if we hold shareholder vote” for further discussion oncertain limitations on redemption rights. Our sponsor, Catalyst Sponsor LLC, has agreed to purchase an aggregate of 270,000 private placement units(including if the underwriter’s over-allotment option is exercised in full), at a price of $10.00 per unit, or$2,700,000 in the aggregate (including if the underwriter’s over-allotment option is exercised), in a privateplacement that will close simultaneously with the closing of this offering. We refer to theseunits throughout thisprospectus as the private placementunits. Each Table of Contents private placement unit consists of one ClassA ordinary share and one right. Each private placement shareincluded in each private placement unit will not have any redemption rights or be entitled to liquidatingdistributionsfrom the trust account if we fail to consummate an initial business combination.See“Summary—Sponsor Information,” “The Offering—Private placement units,