Space Asset Acquisition Corp-A美股招股说明书(2026-01-28版)

Space Asset Acquisition Corp. 20,000,000Units Space Asset Acquisition Corp. is a blank check company incorporated as a Cayman Islands exempted companyfor the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization orsimilarbusiness combination with one or more businesses,which we refer to as our initial businesscombination. We have not selected any specific business combination target and we have not, nor has anyone onour behalf, engaged in any substantive discussions, directly or indirectly, with any business combination targetwith respect to an initial business combination with us. 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-third 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.We refer to the warrants included in the units as public warrants. Only whole warrants are exercisable. Nofractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrantswill become exercisable 30days after the completion of our initial business combination, and will expirefiveyears after the completion of our initial business combination or earlier upon redemption or our liquidation,as described herein. The underwriters have a 45-day option from the date of this prospectus to purchase up to anadditional 3,000,000units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their ClassA ordinaryshares that were sold as part of the units in this offering, which we refer to collectively as our public shares, inconnection with the completion of our initial business combination at a per-share price, payable in cash, equal tothe aggregate amount then on deposit in the trust account described below as of twobusiness days prior to theconsummation of our initial business combination, including interest earned on the funds held in the trustaccount (net of taxes paid or payable (other than excise or similar taxes)), divided by the number of then issuedand outstanding public shares, subject to the limitations and on the conditions described herein. As furtherdescribed in this prospectus, our amended and restated memorandum and articles of association provides that apublic shareholder, together with any affiliate or any other person with whom such shareholder is acting inconcert or as a “group” (as defined under Section13 of the Securities ExchangeActof1934, as amended), willbe restricted from redeeming its public shares with respect to more than an aggregate of 15% of the publicshares without our prior consent. If we are unable to complete our initial business combination within 24months from the closing of this offering,or such other time period in which we must complete an initial business combination pursuant to an amendmentto our amended and restated memorandum and articles of association, which we refer to as the completionwindow, we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregateamount then on deposit in the trust account, including interest earned on the funds held in the trust account (netof taxes paid or payable (other than excise or similar taxes) and up to $100,000 of interest to pay dissolutionexpenses), divided by the number of then issued and outstanding public shares, subject to applicable law andcertain conditions as further described herein. We may seek shareholder approval to amend our amended andrestated memorandum and articles of association to extend the date by which we must consummate our initialbusiness combination. If we seek shareholder approval for an extension, holders of our public shares will beoffered 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, Space Asset Acquisition Sponsor LLC, and BTIG, LLC, the representative of the underwriters ofthis offering, have agreed to purchase an aggregate of 585,000 private placement units (or up to 645,000 privateplacement units if the underwriters’ over-allotment option is exercised in full), at a price of $10.00 per unit, foran aggregate purchase price of $5,850,000 (or up to $6,450,000 if the underwriters’ over-allotment option isexercised in full) in a private placement that will close simultaneously with the closing of this offering. Of those585,000 private placement units, our sponsor has agreed to purchase 385,000 private placement units (or up to415,000 private placement units if the underwriters’ over-allotment option is exercised in full) and BTIG hasagreed to purchase 200,000 private Table of Contents placement units (or up to 230,000 private placement units if the underwriters’ over-allotment option