Tribeca Strategic Acquisition Corp-A美股招股说明书(2026-06-01版)

Tribeca Strategic Acquisition Corp. 14,000,000Units Tribeca Strategic Acquisition Corp. is a blank check company incorporated as a Cayman Islands exemptedcompany and incorporated 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 currently intend to focus on target businesses insoftware, technology, artificial intelligence, digital asset, clean energy and other high growth sectors, althoughwe may pursue an acquisition opportunity in any business, industry, sector or geographical location. 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 to receive one-tenth of one ClassA ordinary share upon the consummationof an initial business combination, as described in more detail in this prospectus. No fractional shares will beissued upon conversion of the rights. As a result, you must hold rights in multiples of 10 in order to receiveshares for all of your rights at the closing of the initial business combination. The underwriters have a 45-dayoption from the date of this prospectus to purchase up to an additional 2,100,000units to cover over-allotments,if any. Unlike many other special purpose acquisition company initial public offerings, investors in this offeringwillnot receive warrants that would become exercisable following completion of our initial businesscombination. 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 thatwere 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 twobusiness days prior to the consummationof our initial business combination, including interest earned on the funds held in the trust account, less taxespayable, divided by the number of then outstanding public shares, subject to the limitations and on theconditions described herein. The proceeds placed in the trust account and the interest earned thereon will not beused to pay for possible excise tax or any other fees or taxes that may be levied on the Company pursuant to anycurrent, pending or future rules or laws, including without limitation any excise tax due under the InflationReduction Actof2022 on any redemptions or stock buybacks by our company.See“Summary—TheOffering—Redemption rights for public shareholders upon completion of our initial businesscombination” and “Summary—The Offering—Redemption of public shares and distribution andliquidation 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 provide 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 shareholdersthat hold more than 15% of the shares sold in this offering) for or against our initial business combination.See“Summary—The Offering—Limitation on redemption rights of shareholders holding 15% or more ofthe shares sold in this offering if we hold shareholder vote” for further discussion of certain limitations onredemption rights. Our sponsor, Tribeca Strategic Partners Holdco LLC, and BTIG have committed to purchase from us anaggregate of 470,000 private placement units (or up to 517,250 private placement units if the underwriters’over-allotmentoption is exercised in full) at $10.00 per unit (for an aggregate purchase price of $4,700,000 (orup to $5,172,500 if the underwriters’ over-allotmentoption is exercised in full) in a private placement that willclose simultaneously with the Table of Contents closing of this offering. Each private placement unit will consist of one Class A ordinary share a