Quantum Leap Acquisition Corp-A美股招股说明书(2026-05-04版)

$200,000,000 Quantum Leap Acquisition Corp 20,000,000 Units Quantum Leap Acquisition Corp is a blank check company incorporated as a Cayman Islands exempted company and formed for thepurpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar businesscombination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We havenot selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions,directly or indirectly, with any business 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 one Class A ordinary shareand one redeemable warrant, as described in more detail in this prospectus. Each whole warrant entitles the holder thereof to purchaseone Class A ordinary share at a price of $11.50 per share, subject to adjustment as described herein. Only whole warrants areexercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants willbecome exercisable 30 days after the completion of our initial business combination, and will expire five years after the completion ofour initial business combination or earlier upon redemption or our liquidation, as described herein. The underwriters have a 45-dayoption from the date of this prospectus to purchase up to an additional 3,000,000 units 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 Class A ordinary shares that are sold as part of the units in this offering, whichwe refer to collectively as our public shares, upon the completion of our initial business combination at a per-share price, payable incash, equal to the aggregate amount then on deposit in the trust account described below as of two business days prior to theconsummation of our initial business combination, including interest earned on the funds held in the trust account, less taxes payable,divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein. See“Summary - The Offering - Redemption rights for public shareholders upon completion of our initial business combination” and“Summary - The Offering - Redemption of public shares and distribution and liquidation if no initial business combination”for moreinformation. Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do notconduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restatedmemorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any otherperson with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of1934, as amended (the “Exchange Act”), will be restricted from redeeming its shares with respect to more than an aggregate of 15% ofthe shares sold in this offering without our prior consent. However, we would not be restricting our shareholders’ ability to vote all oftheir shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for or againstour initial business combination. In addition, our amended and restated memorandum and articles of association prohibit redemptionsin an amount that would cause our net tangible assets, after payment of the deferred underwriting discounts and commissions, to beless than $5,000,001. See“Summary - The Offering - Limitation on redemption rights of shareholders holding 15% or more of theshares sold in this offering if we hold shareholder vote”for further discussion on certain limitations on redemption rights. Our sponsor, Paddington Partners 88 LLC has committed to purchase an aggregate of 594,500 private placement units (or 654,500private placement units if the underwriters’ over-allotment option is exercised in full), at a price of $10.00 per unit, or $5,945,000 inthe aggregate (or $6,545,000 if the underwriters’ over-allotment option is exercised in full), in a private placement that will closesimultaneously with the closing of this offering. The private placement units are identical to the units sold in this offering, subject tocertain limited exceptions as described in this prospectus. Each private placement unit consists of one Class A ordinary share and onewarrant. We refer to these units throughout this prospectus as the private placement units and the warrants included in the privateplacement units as private placement warrants. Our spon