JATT III Acquisition Corp美股招股说明书(2026-08-26版)

$60,000,000 JATT III ACQUISITION CORP 6,000,000 Ordinary Shares JATT III Acquisition Corp is a blank check company incorporated as a Cayman Islands exempted company with limited liability forthe purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combinationwith one or more businesses, which we refer to as our initial business combination (the “Company”). We will have (i) 24months fromthe closing of this offering or such earlier date as our board of directors may approve, or (ii) such other time period pursuant to anamendment to our articles to complete our initial business combination (such period, the “completion window”). We have not selectedany specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions,directly or indirectly, with any business combination target with respect to an initial business combination with us. This is an initial public offering of our ordinary shares, par value $0.0001 per share, which we refer to as our public shares, at an initialpublic offering price of $10.00. The underwriters have a 45-day option from the date of this prospectus to purchase up to an additional900,000 ordinary shares to cover over-allotments, if any. Unlike certain other special purpose acquisition company initial publicofferings (“SPAC IPOs”), investors in this offering will not receive warrants that would become exercisable following completion ofour initial business combination. We will provide our public shareholders with the opportunity to redeem all or a portion of their ordinary shares that were sold as partof this offering, which we refer to collectively as our public shares, in connection with the completion of our initial businesscombination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described belowas of twobusinessdays prior to the consummation of our initial business combination, including interest earned on the funds held inthe trust account (less taxes paid or payable (other than excise or similar taxes)), divided by the number of then issued and outstandingpublic shares,subject to the limitations and on the conditions described herein.As further described in this prospectus, our articlesprovide that a public shareholder, together with any affiliate or any other person with whom such shareholder is acting in concert or asa “group” (as defined under Section13 of theSecurities ExchangeActof1934, as amended, the “ExchangeAct”), will be restrictedfrom redeeming its public shares with respect to more than an aggregate of 15% of the public shares sold in this offering, without ourprior consent. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against an initialbusiness combination, or whether they do not vote or abstain from voting on the initial business combination, and regardless ofwhether they hold public shares on the record date established in connection with our initial business combination. If we are unable to complete our initial business combination within the completion window, we will redeem 100% of the publicshares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interestearned on the funds held in the trust account (less taxes paid or payable (other than excise or similar taxes) and up to $100,000 ofinterest to pay dissolution expenses), divided by the number of then issued and outstanding public shares, subject to applicable law andcertain limitations and on the conditions as further described herein. We may seek shareholder approval to amend our articles to extendthe date by which we must consummate our initial business combination. If we seek shareholder approval for an extension, holders ofour public shares will be offered an opportunity to redeem their shares upon approval of such extension, regardless of whether theyabstain, vote in favor of or vote against such extension. Our sponsor, JATT Ventures III L.P., a Cayman Islands exempted limited partnership formed for the purpose of investing in us (the“sponsor”), acting by its general partner, JATT Ventures III Ltd, has committed to purchase an aggregate of225,000 ordinary shares(or234,000 shares if the underwriters’ over-allotment option is exercised in full), at a price of $10.00per share in a private placementfor an aggregate purchase price of $2,250,000 in the aggregate (or $2,340,000 if the underwriters’ over-allotment option is exercised infull), that will close simultaneously with the closing of this offering. These ordinary shares, which we refer to as the private placementshares, are identical to the ordinary shares sold in this offering, subject to certain limited exceptions as described in this prospectus. Our initial shareholders, which include our sponsor, currently own an aggregate of 1,725,000 ordina