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于 2026 年 10 月 14 日向证券交易委员会提交

注册号 333-299288

美利坚合众国

证券交易委员会

华盛顿特区 20549

第 2 号修正案

至

表S-1

注册声明

根据

1933 年证券法

新冰岛北极收购公司

(注册人确切名称，如其公司章程所指定)

开曼群岛		6770		N/A
(注册或组织所在司法管辖区)		(主要标准行业分类代码编号)		(IRS 雇主识别号)

新冰岛顾问有限责任公司
\n1300 Jackson Street, Suite 100
\nGolden, CO 80401
\n +1 (303) 578-9985

(注册人主要行政办公室地址，包括邮编和电话号码，包括区号)

1300 Jackson Street, Suite 100
\nGolden, CO 80401

+1 (303) 578-9985

(服务代理人的姓名、地址，包括邮编和电话号码，包括区号)

副本送至：

\n \n \n \n \n

Amy Bowler

Holland & Hart LLP

555 17th Street, Suite 3200

Denver, Colorado 80202

电话：(303) 295-8000

Andrew Barker

Michael Beck

Walkers (Cayman) LLP

190 Elgin Avenue

乔治敦

开曼群岛

(345) 949-0100

Yvan-Claude Pierre

Minkyu Park

Cooley LLP

55 Hudson Yards

纽约州纽约市

电话：(212) 479-6000

拟向公众发售的预计开始日期：

在注册声明生效后尽快进行。

如果本表所注册的任何证券是根据 1933 年证券法第 415 条规则以延迟或连续方式发售，请勾选以下方框。 ☐

如果本表是根据 1933 年证券法第 462(b) 条规则为发售而注册额外证券而提交的，请勾选以下方框并列出同一发售的较早有效注册声明的证券法注册声明编号。 ☐

如果本表是根据 1933 年证券法第 462(c) 条规则提交的后效修正案，请勾选以下方框并列出同一发售的较早有效注册声明的证券法注册声明编号。 ☐

如果本表是根据 1933 年证券法第 462(d) 条规则提交的后效修正案，请勾选以下方框并列出同一发售的较早有效注册声明的证券法注册声明编号。 ☐

通过勾选标记表明注册人是否为大型加速申报人、加速申报人、非加速申报人、较小的报告公司或新兴增长公司。请参阅《交易法》第 12b-2 条中“大型加速申报人”、“加速申报人”、“较小的报告公司”和“新兴增长公司”的定义。

大型加速申报人	☐	加速申报人	☐
非加速申报人	☒	较小的报告公司	☒
		新兴增长公司	☒

如果是一家新兴成长公司，请通过打钩来表明注册人是否选择不使用为遵守《证券法》第 7(a)(2)(B) 条款提供的任何新的或修订的财务会计准则而延长的过渡期。 ☐

注册人特此修改本注册声明，在必要的日期或日期上，以推迟其生效日期，直到注册人提交一份进一步修订，明确声明本注册声明此后将根据《1933 年证券法》第 8(a) 条款生效，或者直到本注册声明根据《证券法》第 8(a) 条款由证券交易委员会在上述日期生效。

本招股说明书中的信息不完整，可能会被更改。在我们向美国证券交易委员会提交的注册声明生效之前，我们可能不会出售这些证券。本招股说明书不是出售这些证券的要约，它也不是在任何不允许要约或出售的司法管辖区 soliciting 买入这些证券的要约。

\n \n \n \n

招股说明书（初稿）

内容待完善，2026 年 10 月 14 日

$100,000,000

新冰岛北极收购公司

10,000,000 单位

新冰岛北极收购公司，一家开曼群岛豁免公司（“公司”、“我们”、“我们”或“我们的”），是一家新组建的空白支票公司或特殊目的收购公司（“SPAC”），旨在与一家或多家企业进行合并、股份交换、资产收购、股份购买、重组或类似的业务合并，我们在此招股说明书中将其称为我们的“初始业务合并”。我们尚未选择任何特定的业务合并目标。迄今为止，我们的工作仅限于组织活动和与本次发行相关的活动。我们确定潜在目标企业的工作将不限于任何特定行业或地理区域以完成业务合并，但公司打算将其搜索重点放在冰岛和更广泛的北极地区的高增长运营公司上。

我们的冰岛和美国管理团队和董事会拥有数十年的记录，结合了机构资产管理、私募股权、并购、法律和监管事务、资本市场以及战略咨询服务方面的经验，曾在多个司法管辖区创立、建立、领导、咨询和投资企业。我们相信，我们已做好充分准备，能够识别冰岛和更广泛的北极地区专注于高增长领域中的引人注目且被低估的公司。

这是对我们证券的首次公开募股。\n我们正在以每股 10.00 美元的价格发行 10,000,000 个公开单位。每个单位（“单位”）由以下部分组成：（i）一股 A 类普通股，（ii）一份可赎回认股权证，以及（iii）一份收取四分之一股 A 类普通股的权利。我们在此指代本次发行中出售的单位为我们的“公开单位”，其组成部分为我们的“公开股”、“公开认股权证”和“公开权利”。我们将不发行零碎股，且仅整股可交易，因此除非您以四的倍数购买公开单位，否则您将无法收取或交易权利所对应的零碎股。每份认股权证赋予持有人以每股 11.50 美元的价格购买一股 A 类普通股的权利，具体调整方式见本招股说明书。每份认股权证将在我们首次业务合并完成及本发行结束后的较晚者，以及我们首次业务合并完成五周年时变得可行使，或根据本招股说明书所述的赎回或清算提前到期。认股权证仅可就整股行使。我们将授予我们的承销商 Chardan Capital Markets LLC 一项 45 天的期权，以购买最多 1,500,000 个公开单位，仅用于覆盖超额配售（如有）。

我们将为我们的公开单位持有人，或我们的“公开股东”，提供机会，在完成我们的首次业务合并时，以每股现金价格赎回其全部或部分公开股，该价格等于本招股说明书下文所述信托账户中截至首次业务合并完成前两个工作日存入的总额，包括利息（该利息将扣除允许的提款，如定义所述），除以当时已发行且流通的公开股数量，受限于本文所述的限制和条件。信托账户中的金额最初将为每股公开股 10.025 美元。我们的公开股东将被允许赎回其股份，无论他们是否放弃、投票赞成、投票反对或根本不就拟议的业务组合进行投票。

我们的修订及重述的公司章程备忘录和细则将不包含最低净有形资产条件，例如 5,000,001 美元的净有形资产要求。因此，我们可赎回的股份数量没有限制。尽管如此，如果我们寻求股东批准我们的首次业务合并，且我们未根据要约收购规则与首次业务合并相关的赎回，我们的修订及重述的公司章程备忘录和细则将规定，一名公开股东，连同该股东的任何关联方或任何与该股东作为“集团”（根据《交易法》第 13 条定义）采取一致行动或作为“集团”的任何其他人，将受到限制，不得就本次发行中出售的公开股中超过 15% 的部分行使赎回权，除非事先获得我们的同意。

我们的赞助商 New Iceland Arctic Acquisition Sponsor LLC，一家开曼群岛有限责任公司（“Sponsor”），将根据书面协议承诺购买\n总计 178,000 个私募配售单位，价格为每个私募配售单位 10.00 美元（总计 1,780,000 美元）。此外，\nChardan Capital Markets LLC（“Chardan”或“承销商”）将根据书面协议承诺购买\n总计 200,000 个私募配售单位（如果全额行使超额配售权，则最多 230,000 个私募配售单位），作为在首次公开募股\n结束时支付给承销商的承销折扣中包含的对价的一部分。每个私募配售单位将由以下部分组成：(i) 一股 A 类普通股，(ii) 一份可赎回认股权证，以及 (iii) 一项收取四分之一股 A 类普通股的权利。上述交易将在与本次发行同时关闭的私募配售中进行。私募配售单位的组成部分被称为“私募配售股份”、\n“私募配售认股权证”和“私募配售权利”。私募配售单位中包含的每份私募配售认股权证赋予持有人以每股 11.50 美元的价格购买一股 A 类普通股的权利，\n并受本协议规定的调整约束。每份私募配售权利赋予持有人在本初始业务组合完成后\n收取四分之一股 A 类普通股的权利。

\n私募配售单位销售所得的一部分将存入下文所述的信托账户。

2026年6月24日，我们的赞助方从我们手中购买了3,593,750股B类普通股（“创始人股”），总购买价格为25,000美元，或每股约0.006957美元。截至本招股说明书之日，我们拥有3,593,750股B类普通股流通在外，其中最多468,750股创始人股仍受没收限制，具体取决于在本发行期间承销商的超额配售选择权被行使的程度。如果承销商的超额配售选择权未被行使，我们的独立董事所持有的创始人股将不受没收。创始人股的数量以及创始人股所依据的没收机制已确定，以确保在本发行及承销商的超额配售选择权（如有）行权完成后，创始人股将约占已发行和流通在外的普通股的24%（不包括私募配售单位所对应的股份）。如果我们根据《证券法》第462(b)条增加或减少本次发行的规模，我们将在完成发行前立即实施股票股利或股票赎回（视适用情况而定），金额足以使本次发行前的初始股东在本次发行完成后的集体所有权保持在已发行和流通在外的普通股的约24%（不包括私募配售单位所对应的股份）。根据持有人选择，创始人股可以按1:1的比例转换为A类普通股，但需根据股票细分、资本化、重组、资本重组等进行调整，并受此处规定的进一步调整。与业务合并相关的创始人股转换时可发行的A类普通股可能会导致我们的公众股东遭受重大稀释，因为我们的创始人股的反稀释权利可能导致以大于1:1的比例发行A类普通股。如果额外发行或被视为发行了超过本次发行及与首次业务合并完成相关的已售金额的任何其他股权挂钩证券，创始人股转换为A类普通股的比率将进行调整（除非持有大多数流通在外的B类普通股的持有人在其独家酌情决定下同意放弃针对任何此类发行或被视为发行的调整），以便创始人股转换时可发行的A类普通股总数等于（i）发行完成时所有流通在外的普通股总数（不包括私募配售单位所对应的股份）加上（ii）与首次业务合并完成相关的所有已发行或被视为发行的A类普通股和股权挂钩证券（不包括在首次业务合并中向任何卖方发行的或将要发行的任何A类普通股，以及向我们的赞助方或其关联方或我们的高管或董事发行的与工作资本贷款转换相关的私募等值单位）减去（iii）公众股东与首次业务合并相关的A类普通股赎回。适用于我们的创始人股的反稀释条款可能导致向B类普通股持有人发行额外股份，并导致公众股东股权利益遭受重大稀释。参见“摘要 - 发行 - 赞助方证券及薪酬”以进一步讨论赞助方及我们的关联方的证券及薪酬。出售创始人股所得款项将不会存入下文所述的信托账户。在我们首次业务组合完成之前，只有我们的B类普通股持有人有权在首次业务组合完成之前或与之相关时任命和罢免董事，并有权投票将公司通过延续方式转移到开曼群岛以外的司法管辖区（包括因我们批准通过延续方式转移到开曼群岛以外的司法管辖区而需要修改公司章程文件或采用新的章程文件的任何特别决议）。业务合并的批准需要普通决议，该决议要求此类股东在作为转换后基础进行投票时作为一个单一类别投票，且至少获得所投票数的简单多数赞成票，这些股东出席并投票参加为批准业务合并而召开的公司股东大会，或者作为特别决议，该决议要求此类股东在作为转换后基础进行投票时作为一个单一类别投票，且至少获得所投票数的三分之二赞成票，这些股东出席并投票参加公司股东大会或通过一致书面决议，并召开为批准业务合并而举行的会议，前提是该业务合并是根据开曼群岛法律与另一家公司进行的法定合并或合并。为避免疑问，就此类决议而言，每股B类普通股有权每股一票。对于提交给股东投票的其他事项，B类普通股持有人和A类普通股持有人将作为一个单一类别共同投票。每股A类普通股有权每股一票，每股B类普通股有权每股十票。

此外，为了资助与拟议的首次业务合并相关的交易成本，我们的发起人、董事、高管或其关联方可能会但没有义务向我们提供所需资金。如果我们完成首次业务合并，我们将偿还这些贷款。如果首次业务合并未能完成，我们可能会使用托管账户外的发行所得款项来偿还这些贷款，但不会使用托管账户中的资金来偿还这些贷款。在贷款人选择的情况下，可在发行后产生的此类贷款中，最多$200,000本金可转换为单位（“贷款单位”），每单位价格为$10.00，这可能导致公众股东的权益被稀释。贷款单位的私募发行股份部分在此文中称为“贷款股份”，贷款单位的私募认股权证部分在此文中称为“贷款认股权证”，贷款单位的私募权利部分在此文中称为“贷款权利”。

如“管理层 - 利益冲突”中更详细地讨论的那样，我们目前的每位高管和董事都有，未来可能对一个或多个其他实体有额外的忠实义务、合同义务或其他义务或职责，根据这些义务，该高管或董事可能被要求将业务合并机会提供给这些实体。我们的发起人、高管和董事（直接或间接）为创始人股份支付的低价创造了一个激励，即使我们选择的收购目标随后价值下降且对公众股东不盈利，这些人士仍可能获得可观的利润。如果我们无法在本次发行结束后的12个月内完成首次业务合并，或在董事会可能批准的更早清算日期之前完成，创始人股份和私募单位（以及任何底层证券）可能会变得一文不值，除非它们从托管账户外的资产中获得清算分配，这可能促使我们的发起人、高管和董事即使我们选择的收购目标随后价值下降且对公众股东不盈利，也要完成交易。此外，如果目标公司以任何协议中包含保留或辞去任何此类高管和董事作为条件，那么我们每位高管和董事在评估特定业务合并时可能会存在利益冲突。

我们有直到本次发行结束后的12个月日期，或者直到我们的董事会可能批准的更早的清算日期，以完成我们的首次业务合并。\n如果我们预计可能无法在该12个月内完成首次业务合并，我们可能会寻求股东批准\n修改我们的修订和重述的公司章程，以延长我们必须完成首次业务合并的日期。如果我们寻求股东批准延长，公众股份的持有者将有机会投票赞成\n延长，并且无论他们是否弃权、赞成还是反对延长的决议，都可以按每股\n价格赎回其股份，以现金支付，等于当时信托账户中的总金额，包括由此产生的利息（该利息将扣除允许的提款，如下文所述），除以当时已发行和流通的公众股份数量，受适用法律的约束。我们将上述我们完成首次业务合并的时间段，如上所述可能延长，称为“完成窗口”。如果我们无法在完成窗口内完成首次业务合并，我们将按每股\n价格赎回100%的公众股份，以现金支付，等于当时信托账户中的总金额，包括由此产生的利息（该利息将扣除允许的提款，如下文所述，以及最多100,000美元的利息用于支付清算费用），除以当时已发行和流通的公众股份数量，该赎回将构成对公众股份的完全和最终支付，并完全终止公众股东作为股东的权利\n（包括获得进一步清算或其他分配的权利，如有），受我们在开曼群岛法律下的义务的约束，以提供债权人索赔，并受适用法律的其他要求的约束。赎回权\n还将包括任何以他人名义行使赎回权的受益所有人必须识别自己，以便有效赎回其股份的要求。我们被允许从信托账户中提取金额以支付我们的税款（除可能的消费税外），前提是所有允许的提款只能（x）从利息中提取，而不是从信托账户中的本金中提取\n和（y）仅限于该利息的金额足以覆盖允许的提款金额（“允许的提款”）。

目前我们公开的单位、A类普通股、公开认股权证或公开权利没有公开交易市场。我们计划在本招股说明书发布之日或之后尽快在纳斯达克资本市场（“Nasdaq”）上市，股票代码为“NIAAU”。我们不能保证我们的证券将被批准在纳斯达克上市。构成公开单位的A类普通股、认股权证和权利将在本招股说明书发布后的第30天开始分别交易，除非承销商确定较早的日期是可以接受的，并且以我们向证券交易委员会（“SEC”）提交包含经审计的公司资产负债表的8-K表格当前报告，显示我们收到本次发行的毛收益，并发布新闻稿宣布分别交易开始的时间为前提。一旦构成公开单位的证券开始分别交易，我们预计我们的A类普通股、公开认股权证和公开权利将在纳斯达克分别以“NIAA”、“NIAAW”和“NIAAR”为股票代码上市。

根据适用的联邦证券法，我们是一家“新兴成长公司”和“较小的报告公司”，并将受到减少的上市公司报告要求的约束。投资我们的证券涉及高度风险。请参阅第31页开始的“风险因素”部分，了解在考虑投资我们的证券时应考虑的信息。投资者将无权享受规则419空白支票发行通常提供的保护。

投资我们的证券涉及高度风险。

美国证券交易委员会或任何州证券委员会均未批准或否决这些证券，也未确定本招股说明书是否真实或完整。相反的陈述是刑事犯罪。

在开曼群岛，不得向公众直接或间接发出认购我们任何证券的要约或邀请。

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	对公众的定价		承销折扣⁽¹⁾			收益，在扣除费用前，到我们这里
每单位	$	10.00		$	0.55		$	9.45
总计	$	100,000,000		$	5,520,000		$	94,480,000

\n\n

(1)

包括（A）在本次发行结束时支付给承销商的总计2,520,000美元，相当于每单位约0.252美元（如果承销商全部行使超额配售选择权，则为2,820,000美元，相当于每单位0.245美元），其中承销商已承诺将每单位0.20美元用于购买私募发行单位；以及（B）每售出一单位公众单位支付0.30美元，总计3,000,000美元（如果承销商全部行使超额配售选择权，则为3,450,000美元），将支付给承销商，作为递延承销佣金，存入位于美国的信托账户，并在完成首次业务合并后才支付给承销商。该表格和此描述不包括有关承销商报酬的其他约定条款以及承销商同意的某些报销。有关承销报酬的更多信息，请参见“承销”部分。

我们从本次发行和私募单位销售中获得的收益中，若全额行使承销商的超额配售选择权，将有100,250,000美元或115,287,500美元（每单位10.025美元）存入由Continental Stock Transfer & Trust Company作为受托人设立的位于美国的独立信托账户（“信托账户”）。除非本招股说明书所述情况，否则这些资金将在以下较早发生的情况下不会释放给我们：(1) 我们首次业务合并的完成，(2) 任何在股东投票修改我们经修订和重述的公司章程时适当提交赎回的公众股份的赎回（A）以影响我们首次业务合并时允许赎回的实质或时间，或在我们未在完成窗口内完成首次业务合并时赎回100%的公众股份，或（B）关于股东权利或首次业务合并前活动的其他重大条款，或（3）如果我们未在完成窗口内完成首次业务合并，或由我们的董事会批准的更早清算日期，以适用法律为准。由于我们的发起人以名义价格获得创始人股份，假设不赋予包含在公众单位中的认股权证或权利任何价值，我们公众股东将在本次发行结束时立即遭受重大稀释。此外，由于创始人股份可能产生反稀释权利，导致以超过一比一的比例发行A类普通股，因此在业务合并中转换创始人股份所发行的A类普通股可能会对我们的公众股东造成重大稀释。参见标题为“风险因素 - 与我们的发起人和管理团队相关的风险 - 我们的发起人支付的创始人股份的名义购买价格可能导致我们首次业务合并完成后您公众股份的隐含价值显著稀释，如果我们的首次业务合并完成，我们的发起人很可能在我们的投资中获得重大利润，即使该业务合并导致我们普通股的交易价格大幅下跌。”

下表说明了每单位的公开发行价格与我们调整后的每股有形账面价值（“NTBV”）之间的差异，考虑了本次发行以及在不同水平上赎回公众股份和全额行使或不行使超额配售选择权的情况。更多信息请参见标题为“稀释”的部分。

截至2026年6月30日
每单位发行价格为10.00美元		最大赎回额的25%			最大赎回额的50%		最大赎回额的75%	最大赎回额
NTBV		NTBV			NTBV 与发行价格之间的差异		NTBV	NTBV 与发行价格之间的差异		NTBV			NTBV 与发行价格之间的差异		NTBV	NTBV 与发行价之间的差异
假设全额行使超额配售选择权
$	6.08		$	5.36		$	4.64	$	4.30		$	5.70		$	2.63	$	7.37	$	(0.42	)	$	10.42
假设不行使超额配售选择权
$	6.07		$	5.34		$	4.66	$	4.29		$	5.71		$	2.62	$	7.38	$	(0.41	)	$	10.41

我们的发起人和我们的管理团队成员在此次发行后将直接或间接拥有我们的证券，因此，在确定特定的目标业务是否适合进行首次业务合并时，他们可能会存在利益冲突。我们的发起人、高管和董事（直接或间接）为创始人股份支付的低价创造了一种激励机制，使得我们的高管和董事即使我们选择的收购目标随后价值下降且对公众股东不盈利，也可能获得可观的利润。如果我们在规定期限内未能完成首次业务合并，或在董事会可能批准的更早的清算日期之前未能完成，创始人股份和私人单位（以及构成该单位的证券）可能会变得一文不值，除非它们从信托账户外的资产中获得清算分配，这可能会促使我们的发起人、高管和董事即使我们选择的收购目标随后价值下降且对公众股东不盈利，也急于完成交易。此外，如果目标公司要求任何此类高管和董事的留任或离职作为与我们首次业务合并相关协议的条件，我们的每位高管和董事在评估特定业务合并时可能会存在利益冲突。此外，我们目前的每位高管和董事都有，未来可能有对一个或多个其他实体的忠实、合同或其他义务或职责，根据这些义务或职责，该高管或董事可能被要求向这些实体提出业务合并机会。因此，我们的发起人及其关联方与本次发行的购买者之间可能存在实际或潜在的重大利益冲突。有关更多信息，请参阅标题为“拟议业务 - 目标业务来源”和“管理层 - 利益冲突”的章节。

承销商以包销方式向公众出售单位。承销商预计将在__年__月__日左右向购买者交付公众单位，具体以常规交割条件为前提。

独家主承销商

Chardan

本招股说明书的日期为________________，2026

我们对本招股说明书中的信息负责。我们未授权任何人提供本招股说明书以外的任何信息或作出任何陈述。我们及承销商不对任何其他信息负责，也无法保证其他信息的可靠性。本招股说明书仅在法律允许的情况下，才构成出售此处所列证券的要约。本招股说明书中的信息仅在发布日期时有效。

概要		1
本次发行		13
风险		27
财务数据概要		29
关于前瞻性声明和风险因素概要的警示性说明		30
风险因素		31
募集资金的使用		72
股息政策		74
每股收益稀释		75
资本结构		77
管理层讨论与分析财务状况和经营成果		78
拟议的业务		82
管理层		107
主要股东		113
特定关系和关联方交易		115
证券描述		118
未来可出售的证券		133
所得税考虑		134
承销		145
证券的有效性		151
专家		151
您可以获取更多信息的地点		151
财务报表索引		F-1

招股说明书概要

本概要仅突出显示了本招股说明书其他部分的详细信息。由于这是概要，因此并未包含您在做出投资决策时应考虑的所有信息。在投资前，请仔细阅读本招股说明书的全部内容，包括“风险因素”部分以及本招股说明书其他部分包含的财务报表和相关附注。

除非本招股说明书另有说明或上下文另有要求，否则对以下内容的引用：

\n\n

●

“修订并重述的公司章程”指公司将在本次发行完成前立即采用的修订并重述的公司章程；

\n\n

●

“A类普通股”指我们公司股本中的A类普通股，每股面值为0.0001美元；

●

“B类普通股”指我们公司股本中的B类普通股，每股面值为0.0001美元；

●

“公司法”指开曼群岛的《公司法》（经修订）；

●

“clear\n days” 在与通知期间相关时，指排除收到或视为收到通知的当天以及通知所针对或生效的当天的该期间；

\n \n \n \n \n

●

“完成窗口” 指 (i) 从本次发行结束之日起12个月结束的期间，或我们董事会可能批准的较早清算日期，在此期间我们必须完成首次业务合并，或 (ii) 根据我们经修订和重述的公司章程的修正案我们必须完成首次业务合并的其他时间段。我们的股东也可以随时投票修改我们经修订和重述的公司章程，以修改我们完成首次业务合并的时间长度，在这种情况下，我们的公众股东将有机会赎回他们的公众股份

●

“FINRA”\n 指金融行业监管局；

●

“创始人股份” 指由我们的发起人在此发行前通过私募购买的B类普通股，除非上下文另有要求，否则指根据本文规定转换后的A类普通股；

●

“初始股东” 指在本次发行前持有我们创始人股份的发起人和其他任何持有人；

●

“信函协议” 指我们与我们的发起人、董事和高管之间的信函协议，其形式作为本招股说明书所构成的注册声明的附录提交；

●

“贷款权利” 指贷款单位所依据的私募发行权利；

●

“贷款股份” 指贷款单位所依据的私募发行股份；

●

“贷款单位” 指我们可能在发行后与我们的发起人、其关联方或我们的董事和高管签订的最高20万美元营运资金贷款可转换为的单位，贷款人可以选择以每单位10.00美元的价格转换，这些单位将与私募发行单位相同；

●

“贷款认股权证” 指贷款单位所依据的私募发行认股权证；

\n \n \n \n \n

●

“管理层” 指我们的执行官和员工；

●

“普通决议”指由公司股东以简单多数投票通过的决议，该等股东有权亲自投票或在允许代理的情况下通过代理在公司股东大会上投票，或由所有有权就该事项投票的已发行股份持有人书面批准的决议；

●

“普通股”指我们的A类普通股和我们的B类普通股；

●

“允许的受让人”指本招股说明书中“主要股东”章节中描述的允许的受让人；

●

“允许的提款”指从信托账户中提取的用于支付公司税款（如有，不包括消费税）的金额，前提是所有允许的提款只能（x）从利息中提取，而不是从信托账户中的本金中提取，且（y）仅限于利息金额足以覆盖允许的提款金额的范围；

\n \n \n \n \n

●

“私募股份”指由发起人和承销商作为私募单位的一部分在与本次发行同时完成的私募中购买的378,000股A类普通股（或如果全额行使超额配售选择权，则为408,000股A类普通股）；

\n \n \n \n \n

●

“私募单位”指由我们的发起人和承销商分别单独购买的378,000个私募单位（或如果全额行使超额配售选择权，则为408,000个私募单位），该私募将与本次发行同时完成，以及可能因营运资金贷款转换而发行的任何单位，每个私募单位包括一股私募A类普通股、一个私募认股权证和一个有权获得一股A类普通股四分之一的权利；

\n \n \n \n \n

●

“私募认股权证”指包含在由发起人和承销商购买的私募单位中的总计378,000份可行使A类普通股认股权证（或如果全额行使超额配售选择权，则为408,000份认股权证）；

\n \n \n \n \n

●

“公众股东”指我们公众股份的持有人，包括我们的初始股东、发起人（如下文定义）、高管和董事，前提是他们购买了公众股份，但他们的“公众股东”身份仅限于该等公众股份；

\n \n \n \n \n

●

“公众权利”指作为本次发行中公众单位的一部分出售的权利（无论它们是在本次发行中购买还是之后在公开市场购买）；

\n \n \n \n \n

●

“公众股份”指我们作为本次发行中公众单位的一部分出售的A类普通股（无论它们是在本次发行中购买还是之后在公开市场购买）；

\n \n \n \n \n

●

“公共单位”指的是本次发行中出售的单位（无论这些单位是在本次发行中认购还是在公开市场中认购）；

\n \n \n \n \n

●

“公共认股权证”指的是作为本次发行中公共单位的一部分出售的可赎回认股权证（无论这些单位是在本次发行中认购还是在公开市场中认购）；

\n \n \n \n \n

●

“代表”指的是Chardan Capital Markets LLC；

\n \n \n \n \n

●

“特别决议”指的是公司股东大会上通过的决议，该决议由有权投票的股东所投出的票数的至少三分之二（或在发行后备忘录和公司章程中规定的更高批准门槛）多数通过。该决议的召开通知中须明确说明将该决议作为特别决议提出，且股东可亲自出席或在允许代理的情况下通过代理投票。或者，该决议也可通过所有有权就该事项投票的已发行股份持有人书面批准。公司经修订和重述的公司章程将要求所有提交股东大会表决的决议均须通过投票决定，并根据《公司法》第60(4)条，在计算是否达到通过特别决议所需的批准门槛时，应考虑每位成员有权投出的票数；

●

“发起人”\n 指New Iceland Arctic Acquisition Sponsor LLC，一家与我们的执行官和董事有关联的开曼群岛有限责任公司；\n

●

“单位”\n 指本次发行中出售的公共单位（无论这些单位是在本次发行中购买还是在之后的公开市场中购买）；\n

●

“认股权证”\n 指我们的公共认股权证、私募认股权证和贷款认股权证；以及\n

●

“我们”\n 、“我们”或“我们公司”指New Iceland Arctic Acquisition Corp。\n

\n\n

●

“$”，\n “US$”和“美元”均指美国美元。

本招股说明书中提及的公司股份被没收的情况，根据开曼群岛法律将视为无对价的股份放弃。本招股说明书中描述的B类普通股的任何转换，根据开曼群岛法律将视为B类普通股的强制赎回和A类普通股的发行。本招股说明书中描述的任何股息，根据开曼群岛法律将视为股份资本化（即，从股本溢价中发行股份）。

除非我们另有说明，本招股说明书中包含的信息假设承销商不会行使超额配售选择权。您应仅依赖本招股说明书中包含的信息。我们和承销商均未授权任何人向您提供不同的信息。我们和承销商均不在任何允许提供此类证券要约的司法管辖区进行要约。

一般事项

我们是一家新组建的空白支票公司或特殊目的收购公司，于2026年4月21日注册成立，是一家开曼群岛免税公司，具有有限责任，并且成立的目的是与一个或多个企业进行合并、股份交换、资产收购、股份购买、资本重组、重组或其他类似的企业合并，我们在此招股说明书的全文中将此称为我们的首次企业合并。

我们尚未选定任何具体的企业合并目标。到目前为止，我们的工作仅限于组织活动以及与本次发行相关的活动。我们寻找潜在目标企业的努力将不限于任何特定行业或地理区域，以完成企业合并，但公司 intends 专注于冰岛及更广泛的北极地区的运营公司。我们尚未确定任何收购目标。从我们成立之日起到本招股说明书的日期为止，我们任何董事或高管与任何他们的联系人或关系人之间都没有就与我们公司可能的首次企业合并进行过任何沟通、评估或讨论。此外，我们也没有聘请或雇佣任何代理人或其他代表来识别或定位任何合适的收购候选企业。

管理层和竞争优势

我们的冰岛和美国管理层团队在机构资产管理、私募股权、并购、法律和监管事务、资本市场和战略咨询服务方面拥有丰富的经验，曾创立、建立、领导、咨询和投资过多个司法管辖区的企业。

我们将对冰岛企业环境的深入了解与国际资本市场经验相结合。多年来，我们的团队与冰岛公司和公共机构在广泛的行业和交易中合作，同时与冰岛及国际的创业者、企业所有者、管理团队、机构投资者、金融机构和公共部门实体保持长期关系。我们认为这使我们能够全面了解冰岛的企业环境，并使我们能够识别企业合并机会，包括那些可能不会通过广泛宣传的销售流程出现的机会。

此外，我们的管理团队开发并管理着第一只也是唯一一只在美国上市的单一国家交易所交易基金，专注于冰岛（纳斯达克：GLCR）。我们认为这反映了我们长期以来将冰岛企业与国际资本市场联系起来的承诺，并已有助于与机构投资者、注册投资顾问、资产管理人和其他参与美国资本市场的参与者建立关系。我们的团队还建立了将冰岛企业与国际投资者、战略合作伙伴和增长资本来源联系起来的举措。我们认为这些活动加深了我们对冰岛市场的理解，冰岛作为通往北极地区的门户的战略地位，以及更广泛的北极机遇，同时扩展了我们在冰岛商业社区和国际投资生态系统中的关系。

我们的董事会成员在公共公司领导、治理和资本市场经验方面补充了我们的管理团队，他们曾创立、领导和管理过上市公司，监督过重大的美国和北欧公开发行，并参与了众多特殊目的收购公司（SPAC）交易。我们的顾问委员会由资深商业领袖组成，我们预计他们将提供战略指导、行业洞察和额外的商业关系。

我们认为，这种经验、既有的关系以及对冰岛企业环境和国际资本市场的理解相结合，使我们能够以差异化平台来寻找、评估和执行初始业务合并。

收购策略和标准

我们认为冰岛及更广泛的北极地区代表了美国资本市场投资的一个有吸引力且被低估的机会。冰岛拥有独特的结构性优势，使其区别于其他国际市场：几乎100%的能源来自地热和水电；北欧国家中最高的人均GDP；一个坚韧且透明的金融体系，由强劲的信用评级和低国家债务支持；以及位于北美和欧洲之间的战略地理位置，这使得通过冰岛的欧洲经济区成员身份可以无阻碍地进入欧洲单一市场和新兴的北极贸易走廊。与受复杂监管框架和缓慢运作的制度结构限制的较大主权经济体不同，冰岛受益于企业与政府之间的紧密协调、灵活的货币政策，以及在经济中断后迅速适应和恢复的能力。随着全球对北极地区的关注日益增加——这由北部航道的潜在开放、格陵兰岛关键矿产资源的勘探以及预计有1万亿美元的北极基础设施投资（根据Guggenheim Partners的研究）所推动——我们认为冰岛作为该地区首要门户的作用将继续在战略和经济上变得越来越重要。

我们的收购策略是识别并收购一家领先的冰岛和北极运营公司，该公司应具备财务规模、运营成熟度和所有权结构，以在美国上市的公众公司身份蓬勃发展。我们对冰岛企业环境进行了全面分析，并认为一部分冰岛公司已形成了与美国新兴成长型公司可比的财务状况，（i）反映运营成熟度，（ii）使 resulting 公众公司能够满足纳斯达克和纽约证券交易所的初始上市标准。这些公司运营于多个行业，包括物流、金融科技、数据基础设施、制药、旅游和酒店、消费品以及可再生能源，为我们提供了广泛且多样化的潜在目标领域。我们打算将选择过程集中在拥有集中所有权结构的公司上，这可以提高决策效率，加快执行时间表，并在去SPAC交易期间促进SPAC发起人、目标管理层和投资者之间的协调。我们认为这些结构特征可以降低执行风险，并增加成功且及时完成业务合并的可能性。

先前交易表明，冰岛公司可以通过SPAC结构成功进入并在美国公开市场蓬勃发展。目前在今天美国公开市场上市的两家由冰岛创立的公司是通过去SPAC交易上市的。总部位于冰岛的生物技术公司Alvotech在2022年完成了一次去SPAC交易，将公司从一家私人生物类似药开发商转变为一家拥有美国FDA批准产品的上市公司，并显著扩大了融资能力。Oculis是一家冰岛生物制药公司，于2023年3月通过SPAC在纳斯达克美国上市，随后利用资金加速其晚期眼科产品线，并在波士顿建立了美国实体，后来于2024年在纳斯达克冰岛主市场双重上市。最近，通过一种不同的结构，冰岛食品加工技术公司Marel hf与一家美国上市公司John Bean Technologies Corporation进行了合并，根据一项自愿收购要约，该交易于2025年1月完成。该交易以企业价值计算，Marel的估值约为39亿美元。合并后的公司更名为JBT Marel Corporation，其主要上市地点是纽约证券交易所，同时在纳斯达克冰岛也有二次上市。尽管这笔交易是一次跨境并购，而不是与特殊目的收购公司（SPAC）的业务合并，但我们认为它进一步说明了冰岛运营公司可以进入并实现在美国公开市场的估值和流动性。这些例子说明了去SPAC途径对于寻求进入更深层次资本市场、更广泛的投资者基础以及伴随美国公开上市而来的全球品牌知名度的冰岛公司来说，既具有可行性，也具有战略价值，同时也说明了冰岛市场的整体能力。我们打算通过识别新一代准备进入美国公开市场并执行国际增长战略的冰岛行业领袖，来复制并在此基础上进一步发展这一先例。

初始业务合并

We\nare not presently engaged in, and we will not engage in, any substantive commercial business for an indefinite period of time following\nthis offering. We intend to utilize cash derived from the proceeds of this offering and the private placement units, as well as our equity,\ndebt or a combination of these, in effecting a business combination which has not yet been identified. Accordingly, investors in this\noffering are investing without first having an opportunity to evaluate the specific merits or risks of any one or more business combinations.\nA business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital but\nwhich desires to establish a public trading market for its shares, while avoiding what it may deem to be adverse consequences of undertaking\na public offering itself, which may include time delays related to legal, regulatory and market uncertainty, significant expense and\nloss of voting control. In the alternative, we may seek to consummate a business combination with a company that may be financially unstable\nor in its early stages of development or growth. While we may also seek to effect simultaneous business combinations with more than one\ntarget business, we expect that we will seek to effect only a single business combination if we believe that limited resources and time\nconstraints would meaningfully inhibit our ability to close multiple combinations simultaneously.

We\nwill either (1) seek shareholder approval of our initial business combination at a meeting called for such purpose at which shareholders\nmay seek to redeem all or a portion of their public shares, regardless of whether they abstain, vote for or against or vote at all with\nrespect to the proposed business combination, or (2) provide our shareholders with the opportunity to sell their shares to us by means\nof a tender offer without a shareholder vote, in each case for an amount equal to their pro rata share of the aggregate amount then on\ndeposit in the trust account (net of permitted withdrawals), subject to the limitations described herein. The decision as to whether\nwe will seek shareholder approval of our proposed business combination or allow shareholders to sell their shares to us in a tender offer\nwill be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether\nthe terms of the transaction would otherwise require us to seek shareholder approval. Unlike other blank check companies which require\nshareholder votes and conduct proxy solicitations in conjunction with their initial business combinations and related redemptions of\npublic shares for cash upon consummation of such initial business combinations even when a vote is not required by law, we will have\nthe flexibility to avoid such shareholder vote and allow our shareholders to sell their shares pursuant to the tender offer rules of\nthe SEC. In that case, we will file tender offer documents with the SEC, which will contain substantially the same financial and other\ninformation about the initial business combination as is required under the SEC’s proxy rules. If we seek shareholder approval\nof our initial business combination, we will consummate our initial business combination only if we obtain the approval of an ordinary\nresolution under Cayman Islands law and our amended and restated memorandum and articles of association, or a special resolution under\nCayman Islands law and our amended and restated memorandum and articles of association, to the extent that such business combination\nis structured as a statutory merger or consolidation with another company under Cayman Islands law.

Name	Age	Position
Halldor\n Thorsteinsson	41	Chief\n Executive Officer; Member of the Board of Directors
J. Heath\n Cardie, CFA	55	Chief\n Financial Officer; Chair of the Board of Directors
Christy\n Albeck	71	Independent\n Director, Chair of the Audit Committee
Andrew\n E. Geist	60	Independent\n Director
Ragnar Rafnsson	46	Independent Director

Securities offered:	10,000,000 public units (or 11,500,000 public units if the underwriter’s over-allotment option is exercised in full), at $10.00 per unit, each unit consisting of:

		●	one Class A ordinary share;

		●	one redeemable warrant, entitling the holder thereof\nto purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as described in this prospectus; and

		●	one right to receive one-quarter of one Class A ordinary share upon\n the consummation of our initial business combination.

	See “Description of Securities” beginning\n on page 118 for additional information.

Listing of our securities and proposed symbols:	We anticipate that the public units, as well\n as the Class A ordinary shares, public warrants and public rights underlying the public units (once they begin separate trading),\n will be listed on Nasdaq under the symbols “NIAAU,” “NIAA,” “NIAAW,” and “NIAAR,”\n respectively. \n Each of the public units, Class A ordinary\nshares, public warrants and public rights may trade separately on the 30th day after the date of this prospectus unless the underwriter\ndetermines that an earlier date is acceptable. In no event will the underwriter allow separate trading of our Class A ordinary shares,\npublic warrants and public rights until we file a Current Report on Form 8-K with the SEC with an audited balance sheet reflecting\nour receipt of the gross proceeds at the closing of this offering. Once our Class A ordinary shares, public warrants and public rights\ncommence separate trading, the holders thereof will have the option to continue to hold public units or separate their public units\ninto the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the public\nunits into Class A ordinary shares, warrants and rights. \n We will file a Current Report on Form 8-K\n with the SEC, including an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering, promptly\n upon the closing of this offering, which is anticipated to take place one business day from the date the public units commence trading.\n If the underwriter’s over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a\n second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the\n over-allotment option. We will also include in the initial Current Report, or any amendment thereto or subsequent filing, as applicable,\n information indicating if the underwriter has allowed separate trading of the Class A ordinary shares, public warrants and public\n rights prior to the 30th day after the date of this prospectus.
Units:
Issued and outstanding before this offering	0 public units
Issued and outstanding after this offering and the concurrent private placements (assumes no exercise of the underwriter’s over-allotment option)	10,378,000 units

Class A Ordinary shares:
Issued and outstanding before this offering	0 shares
Issued and outstanding after this offering and the concurrent private placements (assumes no exercise of the underwriter’s over-allotment option)	10,378,000 shares

Warrants:
Outstanding before this offering	0 warrants

Outstanding after this offering and the concurrent private placements (assumes no exercise of the underwriter’s over-allotment option)	10,378,000 warrants
Rights:

Outstanding before this offering	0 rights

Outstanding after this offering and the concurrent private placements (assumes no exercise of the underwriter’s over-allotment option)	10,378,000 rights

Exercisability	Each\nwarrant is exercisable for one Class A ordinary share. The warrants may only be exercised for whole Class A ordinary shares.

Exercise\n price	$11.50\n per Class A ordinary share, subject to adjustment as described in this prospectus. \n\n\n\n In addition, if (x) we issue additional Class\nA ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination\nat an issue price or effective issue price of less than $9.50 per Class A ordinary share (with such issue price or effective issue price\nto be determined in good faith by our board of directors, and in the case of any such issuance to our Sponsor or its affiliates, without\ntaking into account any founder shares held by them prior to such issuance), (y) the aggregate gross proceeds from such issuances represent\nmore than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the\ndate of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price\nof our Class A ordinary shares during the 20 trading-day period starting on the trading day prior to the day on which we consummate our\ninitial business combination (such price, the “Market Value”) is below $9.50 per share, the exercise price of the warrants\nwill be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $16.50\nper share redemption trigger price will be adjusted (to the nearest cent) to be equal to 165% of the higher of the Market Value and the\nNewly Issued Price. On the exercise of any warrant, the exercise price will be paid directly to us and not placed in the trust account. \n\n\n\n
Exercise\n period	The\n warrants will become exercisable on the later of:

		●	the consummation of our initial business combination;\nand

		●	12 months after the closing of this offering.

\n	The warrants will expire at 5:00 p.m., New York City time, on the fifth\nanniversary of our completion of an initial business combination, or earlier upon redemption; provided, however, that the private\nplacement warrants issued to the underwriter will not be exercisable more than five years after the effective date of the registration\nstatement of which this prospectus forms a part in accordance with FINRA Rule 5110(g)(8). No fractional shares will be issued upon exercise\nof the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional\ninterest in a share, we will, upon exercise, round down to the nearest whole number of Class A ordinary shares to be issued to the warrant\nholder. \n\n\n\n
Election of directors; Voting rights:	Prior to the completion of our initial\n business combination, only holders of our Class B ordinary shares will have the right to vote on the appointment and removal of\n directors. Holders of our public shares will not be entitled to vote on the election or removal of directors during such time unless\n there are no longer any Class B ordinary shares outstanding. Further, prior to the closing of our initial business combination, only\n holders of our Class B ordinary shares will be entitled to vote on transferring the Company by way of continuation in a jurisdiction\n outside the Cayman Islands (which would require a special resolution) (including any special resolution required to amend the\n constitutional documents of the Company or to adopt new constitutional documents of the company, in each case, as a result of the\n company approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands) and, as a result, our initial\n shareholders will be able to approve any such proposal without the vote of any other shareholders. These provisions of our amended\n and restated memorandum and articles of association may only be amended by a special resolution approved by a majority of at least\n 90% of the votes cast by such shareholders as, being entitled to do so, vote in person, or, where proxies are allowed, by proxy at\n the applicable general meeting of the company of which notice specifying the intention to propose the resolution as a special\n resolution has been duly given, or a resolution approved in writing by all of the holders of the issued shares entitled to vote on\n such matter. Approval of the initial business combination will require an ordinary resolution, which requires the affirmative vote\n of at least a simple majority of the votes cast by such shareholders, voting together as a single class on an as-converted basis,\n who, being present and entitled to vote, attend and vote at a general meeting of the company held for the purposes of approving the\n initial business combination, or as a special resolution, which requires the affirmative vote of at least two-thirds of the\n votes cast by such shareholders, voting together as a single class on an as- converted basis, who, being present and entitled to\n vote, attend and vote at a general meeting of the company or by way of a unanimous written resolution, and held for the purposes of\n approving the initial business combination, to the extent that such initial business combination is structured as a statutory merger\n or consolidation with another company under Cayman Islands law. For the avoidance of doubt, each Class B ordinary share will be\n entitled to one vote per share for purposes of such resolution. On any other matters submitted to a vote of our shareholders,\n holders of the Class B ordinary shares and holders of the Class A ordinary shares will vote together as a single class. Each Class A\n ordinary share is entitled to one vote per share, and each Class B ordinary share is entitled to 10 votes per share. \n\n\n\n See “Description of Securities — Ordinary Shares — Voting Rights” beginning on page 118 for additional information. \n\n

Founder Shares and Private Placement Shares:	On June 24, 2026, our Sponsor purchased 3,593,750 Class B ordinary\nshares from us for an aggregate purchase price of $25,000, or approximately $0.006957 per share. As of the date of this prospectus, we\nhave 3,593,750 Class B ordinary shares outstanding (being the founder shares), of which up to 468,750 founder shares remain subject to\nforfeiture depending on the extent to which the underwriter’s over-allotment option is exercised during this offering. The founder\nshares to be held by our independent directors will not be subject to forfeiture in the event the underwriter’s over-allotment option\nis not exercised. \n\n\n\n The number of founder shares, and the forfeiture\nmechanism underlying the founder shares, has been determined in order to ensure that the founder shares will represent approximately\n24% of the issued and outstanding ordinary shares (excluding any shares underlying the private placement units) upon completion of\nthis offering and the exercise of the underwriter’s over-allotment option, if any. If we increase or decrease the size of this\noffering pursuant to Rule 462(b) under the Securities Act, we will effect a share dividend or a share surrender, as applicable,\nimmediately prior to the consummation of the offering, in such amount as to maintain the collective ownership of the initial\nshareholders, prior to this offering at approximately 24% of our issued and outstanding ordinary shares (excluding any shares\nunderlying the private placement units) upon the consummation of this offering. Prior to the investment in the Company of an\naggregate of $25,000 by our Sponsor, we had no assets, tangible or intangible. \n\n\n\n The founder shares and private placement shares are identical to the Class A ordinary shares being sold in this offering, except that: \n\n\n\n
		●	only holders of the Class B ordinary\nshares have the right to vote on the appointment and removal of directors prior to the completion of our initial business combination;

		●	only holders of the Class B ordinary shares have the\nright to vote in a proposal to transfer the Company by way of continuation to a jurisdiction outside the Cayman Islands prior to the\ncompletion of our initial business combination (which requires a special resolution);

		●	approval of the initial business combination will require an ordinary\nresolution, which requires the affirmative vote of at least a simple majority of the votes cast by such shareholders, voting together\nas a single class on an as-converted basis, who, being present and entitled to vote, attend and vote at a general meeting of the company\nheld for the purposes of approving the initial business combination, or as a special resolution, which requires the affirmative vote of\nat least two-thirds of the votes cast by such shareholders, voting together as a single class on an as-converted basis, who, being\npresent and entitled to vote, attend and vote at a general meeting of the company or by way of a unanimous written resolution, and held\nfor the purposes of approving the initial business combination, to the extent that such initial business combination is structured as\na statutory merger or consolidation with another company under Cayman Islands law. For the avoidance of doubt, each Class B ordinary share will be entitled\nto one vote per share for purposes of such resolution. On any other matters submitted to a vote of our shareholders,\nholders of the Class B ordinary shares and holders of the Class A ordinary shares will vote together as a single class. Each Class A ordinary\nshare is entitled to one vote per share, and each Class B ordinary share is entitled to 10 votes per share;

		●	the founder shares and private placement shares are subject to certain transfer restrictions, as described in more detail below;

		●	as described below under “Voting arrangements with our Sponsor\n and related parties,” our initial shareholders will each enter into agreements with us, pursuant to which they will agree:\n (1) to waive their redemption rights with respect to their founder shares, private placement units (and any underlying securities)\n and any public shares they may acquire during or after this offering held by them in connection with the consummation of our initial\n business combination or a tender offer conducted prior to a business combination or in connection with it; and (2) to waive\n their rights to liquidating distributions from the trust account with respect to their founder shares and private placement shares\n if we fail to complete our initial business combination within 12 months from the closing of this offering, although they will be\n entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our\n initial business combination within the prescribed time frame;

		●	at the option of the holder, the founder shares may convert into our Class A ordinary shares at the time of our initial business\ncombination (or earlier) on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described below adjacent\nto the caption “Conversion of founder shares and anti-dilution rights” and in our amended and restated memorandum and articles\nof association; and

		●	the founder shares and the private placement shares will be entitled to registration rights.

	See “Principal Shareholders” beginning on page 113 for additional information.

Redemption of Warrants:	\n\n Once the warrants become exercisable, we may redeem the outstanding\npublic warrants (excluding the private placement warrants): \n\n

		●	in whole and not in part;

		●	at a price of $0.01 per warrant;

		●	upon a minimum of 30 days’ prior written notice of redemption, which we refer to as the 30-day redemption period;\nand

		●	if, and only if, the last reported sale price of our Class A ordinary shares equals or exceeds $16.50 per share (as adjusted\nfor share splits, dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period\nending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders.

	We will not redeem the warrants unless a registration statement under the Securities Act covering the issuance of the warrant shares underlying the warrants to be so redeemed is then effective and a current prospectus relating to those warrant shares is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws.

	If the foregoing conditions are satisfied and we issue a notice of redemption, each warrant holder may exercise his, her or its warrants prior to the scheduled redemption date. However, the price of the Class A ordinary shares may fall below the $16.50 trigger price (as adjusted) as well as the $11.50 exercise price (as adjusted) after the redemption notice is issued.

	The redemption criteria for our warrants have been established at a price which is intended to provide warrant holders a reasonable premium to the initial exercise price and provide a sufficient differential between the then-prevailing share price and the exercise price so that if the share price declines as a result of our redemption call, the redemption will not cause the share price to drop below the exercise price of the warrants.

	If we call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In making such determination, our management will consider, among other factors, our cash position, the number of warrants that are outstanding and the dilutive effect on our shareholders of issuing the maximum number of warrant shares issuable upon exercise of outstanding warrants. In such event, the holder would pay the exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of warrant shares underlying the warrants to be so exercised, and the difference between the exercise price of the warrants and the fair market value by (y) the fair market value.

	No fractional Class A ordinary share will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of Class A ordinary shares to be issued to the holder.

	See “Description of Securities — Warrants — Redemption of Warrants” beginning on page 121 for additional information.

Private placement units:	In addition, our Sponsor will commit to purchase 178,000 private placement units at $10.00 per unit, and the underwriter has committed to purchase an aggregate of 200,000\nprivate placement units (or 230,000 private placement units if the over-allotment is exercised in full) at a price of $10.00 per unit.\nThese purchases will take place in a private placement that will close simultaneously with this offering. \n\n\n\n A portion of the purchase price of the private\nplacement units will be added to the proceeds of this offering to be held in the trust account described below. If we do not complete\nour initial business combination within 12 months from the closing of this offering, the proceeds from the sale of the private placement\nunits held in the trust account will be used to fund the redemption of our public shares (subject to the requirements of applicable law).\nThe private placement warrants are identical to the public warrants except that, so long as they are held by the Sponsor or the underwriter,\nor their permitted transferees, as applicable, (i) the private placement warrants may be exercised for cash or on a cashless basis, (ii)\nthe private placement warrants and the Class A ordinary shares issuable upon exercise thereof may be subject to certain transfer restrictions\ncontained in the letter agreement among the Company, the Sponsor and other parties thereto, as amended from time to time, (iii) the private\nplacement warrants will not be redeemable by the Company, and (iv) the holders of the private placement warrants (including Class A ordinary\nshares issuable upon exercise thereof) may be entitled to certain registration rights. The private placement warrants will not be transferable,\nassignable or salable until 30 days after the completion of our initial business combination. The private placement warrants will not\nbe redeemable by us. The private placement warrants held by the underwriter will not be exercisable more than five years from the commencement\nof sales in this offering in accordance with FINRA Rule 5110(g)(8). In the event of a liquidation prior to our initial business combination,\nthe private placement warrants will expire worthless. \n\n The private placement units to be purchased\nby the underwriter are deemed underwriter’s compensation by FINRA pursuant to FINRA Rule 5110. \n\n\n\n See “Proposed Business — Private Placement Units” beginning on page 82 for additional information. \n\n\n\n
Sponsor’s Securities and Compensation:	The table below summarizes (i) the amount of founder shares and private placement shares issued or to be issued to the Sponsor in connection with this offering and the price paid or to be paid by the Sponsor for such securities, and (ii) the main items of compensation received or to be received by the Sponsor or our affiliates:

		Description	Price Paid or Payable
	Number of founder shares:	3,593,750\n founder shares (of which up to 468,750 are subject to forfeiture to the extent the underwriter does not exercise its over-allotment\n option). In connection with the offering, the Sponsor anticipates transferring 30,000 founder shares to each of our independent\n directors. The founder shares to be held by our independent directors will not be subject to forfeiture in the event the\n underwriter’s over-allotment option is not exercised.	$0.006957 per share
	Number of private placement units:	The Sponsor will purchase, pursuant to a subscription agreement to be entered into, an aggregate of 178,000 private placement units at a price of $10.00 per private placement unit	$10.00 per private placement unit

		As described below adjacent to the caption\n “Conversion of founder shares and anti-dilution rights,” the founder shares and Class A ordinary shares issuable on\n conversion of the founder shares in connection with the business combination may result in material dilution to our public\n shareholders due to the nominal price of approximately $0.006957 per founder share at which our Sponsor purchased the founder shares\n and/or the anti-dilution rights of our founder shares that may result in an issuance of Class A ordinary shares on a greater than\n one-to-one basis. Our initial shareholders or their affiliates may receive additional compensation and/or may be\n issued additional securities in connection with an initial business combination, including securities that may result in material\n dilution to public shareholders. For more information also see below adjacent to the caption “Limited payments to\n insiders.” \n\n\n\n Other than the payments described above, there will be no fees or compensation\nmade by us to our Sponsor, directors or officers, or any of their respective affiliates, for services rendered to us prior to or in connection\nwith the completion of our initial business combination. \n

		\n Except with respect to permitted transferees as described herein under\n“Principal Shareholders,” our initial shareholders have agreed not to transfer, assign or sell any of their respective founder\nshares, private placement units or any of our other securities that they may hold until the date that is (i) in the case of the founder\nshares, the earlier of (A) 180 days after the date of the consummation of our initial business combination or (B) subsequent to the business\ncombination (x) the date on which the highest reported trading price of our Class A ordinary shares equals or exceeds $12.50 per share\n(as adjusted for share splits, dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-day trading\nperiod immediately preceding such date, or (y) the date on which we consummate a liquidation, merger, share exchange or other similar\ntransaction after our initial business combination which results in all of our shareholders having the right to exchange their Class A\nordinary shares for cash, securities or other property, and (ii) in the case of the private placement units (and any underlying securities),\nuntil 30 days after the completion of our initial business combination. \n \n Any permitted transferees would be subject to the same restrictions\n and other agreements of our initial shareholders with respect to any founder shares and private placement shares. We refer to such transfer\n restrictions throughout this prospectus as the “lock-up.” \n \n See the table beginning on page 87\n entitled “Natural Persons and Entities Subject to Restrictions” in the section entitled “Proposed Business”\n for additional information regarding transfer restrictions. \n
Conversion of founder shares and anti-dilution rights:		\n Subject to adjustment for share sub-divisions, share\ncapitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein, the founder shares,\nwhich are designated as Class B ordinary shares, will be convertible at the option of the holder into Class A ordinary shares at a ratio\nsuch that the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, 20% of the\nsum of (i) total number of all ordinary shares outstanding upon the completion of the offering (excluding any shares underlying the private\nplacement units), plus (ii) all Class A ordinary shares and equity-linked securities issued or deemed issued, in connection with the closing\nof the initial business combination (excluding any Class A ordinary shares issued, or to be issued, to any seller in the initial business\ncombination and any private placement-equivalent units issued to our Sponsor or any of its affiliates or to our officers or directors\nupon conversion of working capital loans), minus (iii) any redemptions of Class A ordinary shares by public shareholders in connection\nwith an initial business combination. Any conversion of Class B ordinary shares described herein will take effect as a compulsory redemption\nand cancellation of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. \n\n\n The term “equity-linked securities” refers to any\ndebt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in a financing transaction\nin connection with our initial business combination, including, but not limited to, a private placement of equity or debt.

Voting arrangements with our Sponsor and related parties:	\n Our initial shareholders will each enter into\n agreements with us, pursuant to which they will agree: (1) to waive their redemption rights with respect to their founder shares and private\n placement units (and any underlying securities) held by them in connection with the consummation of our initial business combination or\n a tender offer conducted prior to a business combination or in connection with it; and (2) to waive their rights to liquidating distributions\n from the trust account with respect to their founder shares and private placement shares if we fail to complete our initial business combination\n within 12 months from the closing of this offering, although they will be entitled to liquidating distributions from the trust account\n with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame.\n If we seek shareholder approval, we will complete our initial business combination only if we receive approval of an ordinary resolution\n under Cayman Islands law and pursuant to our amended and restated memorandum and articles of association. Our initial shareholders have\n agreed to vote any shares held by them in favor of such initial business combination. As a result,\n in addition to the founder shares and private placement shares held by our Sponsor and directors, we would need approximately 3,448,501\n public shares, or approximately 34.5% of the 10,000,000 public shares sold in this offering, to be voted in favor of an ordinary resolution\n approving the transaction (assuming all issued and outstanding ordinary shares are voted, the over-allotment option is not exercised and\n 468,750 founder shares have been forfeited) in order to have such initial business combination approved. \n \n See “Proposed Business — Redemption\n of Public Shares and Liquidation if No Business Combination” beginning on page 82 for additional information.
Offering proceeds to be held in the trust account:	\n Nasdaq rules provide that at least 90% of the\ngross proceeds from this offering and the sale of the public units must be deposited in a trust account. Of\nthe $103,780,000 gross proceeds we will receive from this offering and the sale of the private placement units (or $119,080,000 if the\nunderwriter’s over-allotment option is exercised in full), an aggregate of $100,250,000 (or $10.025 per unit), or $115,287,500\n(or $10.025 per unit) if the underwriter’s over-allotment option is exercised in full, will be placed in a segregated trust account\nlocated in the United States maintained by Continental Stock Transfer & Trust Company acting as trustee pursuant to an agreement to\nbe signed on the date of this prospectus. The funds in the trust account will be invested only in specified U.S. government treasury bills\nor in specified money market funds or in an interest-bearing demand deposit account. \n \n Except as set forth below, the proceeds held in\n the trust account will not be released until the earlier of: (1) the completion of our initial business combination within the completion\n window; (2) our redemption of 100% of the outstanding public shares if we have not completed an initial business combination in the\n completion window; or (3) our redemption of our public shares in connection with the approval of any amendment to any material provisions\n of our amended and restated memorandum and articles of association governing our pre-initial business combination activity and related\n shareholders’ rights. Therefore, unless and until our initial business combination is consummated, the proceeds held in the trust\n account will not be available for our use for any expenses related to this offering or expenses which we may incur related to the investigation\n and selection of a target business and the negotiation of an agreement to acquire a target business. The proceeds deposited in the trust\n account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. \n \n Unless and until we complete our initial business\n combination, no proceeds held in the trust account will be available for our use, except the permitted withdrawals. Based upon current\n interest rates, we expect the trust account to generate approximately $3.81 million of interest annually (or approximately $4.38 million\n if the over-allotment option is exercised in full) (assuming an interest rate of 3.80% per year). However, the interest rate is variable\n and subject to change. Unless and until we complete our initial business combination, we may pay our expenses only from:
		●	that portion of the net proceeds of this offering and the sale of the private placement units not held in the trust account and cash held outside the trust account before the offering, which will be approximately $575,000 (or $537,500 if the underwriter’s over-allotment option is exercised in full) in working capital after the payment of approximately $955,000 in cash offering expenses, consisting of $435,000 of offering expenses excluding underwriting discounts and $520,000 of the cash portion of the underwriting discount; and
		●	any loans or additional investments from our Sponsor, members of our management team or any of their affiliates or other third parties, although they are under no obligation to loan funds or invest in us and provided that any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination.

	See “Proposed Business — Holding of Funds in the Trust Account” beginning on page 82 for additional information.

Redemption rights for public shareholders upon completion of our initial business combination:	We will provide our public shareholders with the opportunity to redeem\nall or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash,\nequal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of our initial business\ncombination, including interest (which interest will be net of permitted withdrawals), divided by the number of then issued and outstanding\npublic shares, subject to the limitations described herein or any greater net tangible asset or cash requirement that may be contained\nin the agreement relating to our initial business combination. \n\n The amount in the trust account is initially anticipated\nto be $10.025 per public share. There will be no redemption rights upon the completion of our initial business combination with respect\nto our warrants. Our initial shareholders will enter into agreements with us, pursuant to which they will agree to waive their redemption\nrights with respect to their founder shares and private placement units (and any underlying securities) held by them in connection with\nthe consummation of our initial business combination. \n\n See “Proposed Business — Redemption\nof Public Shares in Connection with Our Initial Business Combination” beginning on page 95 for additional information. \n

Manner of conducting redemptions:	We will provide our public shareholders with the opportunity to redeem, regardless of whether they abstain, vote for, or against, the initial business combination, all or a portion of their public shares upon the completion of our initial business combination either (1) in connection with a general meeting called to approve the business combination or (2) without a shareholder vote by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement. Asset acquisitions and share purchases would not typically require shareholder approval, while direct mergers with our company and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would require shareholder approval. We currently intend to conduct redemptions in connection with a shareholder vote unless shareholder approval is not required by applicable law or stock exchange rule or we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other reasons.

	If a shareholder vote is not required and we do not decide to hold a shareholder vote to approve our initial business combination for business or other reasons, we will, pursuant to our amended and restated memorandum and articles of association:

		●	conduct the redemptions pursuant to Rule 13e-4 and Regulation\n14E of the Exchange Act, which regulate issuer tender offers; and

		●	file tender offer documents with the SEC prior to completing\nour initial business combination which contain substantially the same financial and other information about the initial business combination\nand the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.

Upon\n the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules,\n we and our Sponsor, directors and executive officers will terminate any plan established in accordance with Rule 10b5-1 under the\n Exchange Act to purchase Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act.

In\n the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business\n days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination\n until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering\n more than a specified number of public shares, which number may be subject to any net tangible asset or cash requirement that may\n be contained in the agreement relating to our initial business combination. If public shareholders tender more shares than we have\n offered to purchase, we will withdraw the tender offer and not complete such initial business combination.

If,\n however, shareholder approval of the transaction is required by applicable law or stock exchange listing requirement, or we decide\n to obtain shareholder approval for business or other reasons, we will:

	●	conduct\n the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation\n of proxies, and not pursuant to the tender offer rules; and

	●	file proxy materials with the\n SEC.

We\n expect that a final proxy statement would be mailed to public shareholders at least 20 days prior to the shareholder vote. However,\n we expect that a draft proxy statement would be made available to such shareholders well in advance of such time, providing additional\n notice of redemption if we conduct redemptions in conjunction with a proxy solicitation. Although we are not required to do so, we\n currently intend to comply with the substantive and procedural requirements of Regulation 14A in connection with any shareholder\n vote even if we are not able to maintain our Nasdaq listings or Exchange Act registration.

If we seek shareholder approval, we will complete our initial business\ncombination only if we receive approval of an ordinary resolution under Cayman Islands law and pursuant to our amended and restated memorandum\nand articles of association. Our initial shareholders have agreed to vote any shares held by them in favor of such initial business combination.

If\n our initial business combination is structured as a statutory merger or consolidation with\n another company under Cayman Islands law, the approval of our initial business combination\n will require a special resolution under Cayman Islands law and our amended and restated memorandum\n and articles of association, which requires the affirmative vote of at least two-thirds of\n the votes cast by such shareholders as, being entitled to do so, vote in person or, where\n proxies are allowed, by proxy at the applicable general meeting of the Company. In addition,\n prior to the closing of our initial business combination, only holders of our Class B ordinary\n shares (i) will have the right to vote to appoint and remove directors prior to or in connection\n with the completion of our initial business combination and (ii) will be entitled to vote\n on continuing our company in a jurisdiction outside the Cayman Islands (including any special\n resolution required to amend our constitutional documents or to adopt new constitutional\n documents, in each case, as a result of our approving a transfer by way of continuation in\n a jurisdiction outside the Cayman Islands). These voting thresholds, and the voting agreements\n of our initial shareholders may make it more likely that we will consummate our initial business\n combination. Each public shareholder may elect to redeem their public shares irrespective\n of whether they vote for or vote against the proposed transaction, or whether they do not\n vote or abstain from voting on the proposed transaction, or whether they were a public shareholder\n on the record date for the general meeting held to approve the proposed transaction. Our\n amended and restated memorandum and articles of association will require that at least five\n clear days’ notice will be given of any such shareholder meeting.

Redemptions\n of our public shares may be subject to a higher net tangible asset test or cash requirement pursuant to an agreement relating to\n our initial business combination. For example, the proposed business combination may require: (1) cash consideration to be paid to\n the target or its owners; (2) cash to be transferred to the target for working capital or other general corporate purposes;\n or (3) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. In the\n event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for\n redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed\n the aggregate amount of cash available to us, we would not complete the business combination or redeem any Class A ordinary shares,\n and all Class A ordinary shares submitted for redemption would be returned to the holders thereof.

Limited payments to insiders:	There will be no fees, reimbursements or other cash payments paid to our Sponsor, officers and directors, or their affiliates prior to, or for any services they render in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is) other than the following payments, none of which will be made from that portion of the proceeds of this offering and the sale of the private placement units held in the trust account prior to the consummation of our initial business combination:

		●\n	reimbursement of out-of-pocket expenses incurred by our executive\nofficers and directors in connection with certain activities on our behalf, such as identifying and investigating possible business targets\nand business combinations; and

		●	repayment upon consummation of our initial business combination of any\nloans which may be made by our Sponsor, executive officers and directors, or their affiliates, to finance transaction costs in connection\nwith an intended initial business combination. Up to $200,000 of such loans entered into after the offering may be convertible into additional\nunits at a price of $10.00 per unit, at the option of the lender. The units would be identical to the private placement units.

	These payments may be funded using that portion of the net proceeds of this offering and the sale of the private placement units not held in the trust account or, upon completion of the initial business combination, from any amounts remaining from the proceeds of the trust account released to us in connection therewith.

	Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, executive officers or directors, or our or any of their affiliates.

Audit Committee:	Prior to the effectiveness of this registration statement,\nwe will establish and maintain an audit committee (composed entirely of independent directors) to, among other things, monitor compliance\nwith the terms described above and the other terms relating to this offering. If any noncompliance is identified, then the audit committee\nwill be charged with the responsibility to immediately take all action necessary to rectify such noncompliance or otherwise to cause\ncompliance with the terms of this offering. For more information, see “Management - Committees of the Board of Directors - Audit\nCommittee.”

Conflicts of Interest:	Certain members of our management team may have potential conflicts of interest as identified below:

		●	Members of our management team and our independent directors\nwill directly or indirectly own founder shares and private placement units (and any underlying securities) following this offering and,\naccordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which\nto effectuate our initial business combination.

		●	The\n low price that the members of our management team paid for the founder shares creates an incentive whereby our officers and\n directors could potentially make a substantial profit even if the company selects an acquisition target that subsequently declines\n in value and is unprofitable for public investors.

		●	In the event we do not consummate a business combination within\nthe completion window, and unless the time for us to consummate a business combination has been extended, founder shares and private placement\nunits (and any underlying securities) (and the shares into which they are exercisable) may become worthless, which could create an incentive\nfor our officers and directors to complete a transaction even if the company selects an acquisition target that subsequently declines\nin value and is unprofitable for public investors.

		●	Each of our officers and directors may have a conflict of interest\nwith respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included\nby a target business as a condition to any agreement with respect to our initial business combination.

		●	Each of our officers and directors presently has, and any of\nthem in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director\nis or will be required to present a business combination opportunity to such entity.

		●	Certain of our officers and directors may sponsor or form other\nspecial purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which\nwe are seeking an initial business combination.

		●	Our officers and directors are not required to commit any specified\namount of time to our affairs, and, accordingly, may have conflicts of interest in allocating management time among various business\nactivities, including selecting a business combination target and monitoring the related due diligence. See “Risk Factors - Our\nofficers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to\nhow much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial\nbusiness combination.” and “- We may engage in a business combination with one or more target businesses that have relationships\nwith entities that may be affiliated with our Sponsor, officers, directors or existing holders which may raise potential conflicts of\ninterest.”

	See “Management — Conflicts of Interest” beginning on page 110 for additional information.

Indemnity:	Our Sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to the Company or by a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below $10.025 per public share. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account or in respect of any indemnification obligations of the Company to the underwriter pursuant to the Underwriting Agreement. See “Proposed Business — Indemnity” beginning on page 105 for additional information.

	As of June 30, 2026
	Actual			As Adjusted
Balance Sheet Data:
Working capital (deficiency)⁽¹⁾	$	(172,079	)		$	485,921
Total assets⁽²⁾	$	231,050			$	100,837,921
Total liabilities⁽³⁾	$	218,129			$	3,102,000
Value of ordinary share subject to possible redemption⁽⁴⁾	$	-			$	100,250,000
Shareholders’ equity (deficit)⁽⁵⁾	$	12,921			$	(2,514,079	)

Public shares		10,000,000
Founder shares		3,125,000
Private placement shares		378,000
Total shares		13,503,000
Total funds in trust available for initial business combination (less deferred underwriting commissions)	$	97,250,000
Implied value per share upon consummation of initial business combination	$	7.20
Initial implied value per public share	$	10.025

	Without \nOver- \nAllotment \nOption		Over- \nAllotment \nOption \nExercised
Gross proceeds
Gross proceeds from units offered to public⁽¹⁾	$	100,000,000		$	115,000,000
Gross proceeds from private units offered in the private placement⁽²⁾		3,780,000			4,080,000
Total gross proceeds	$	103,780,000		$	119,080,000

Offering expenses^(3)(4)(5)
Underwriting discounts (excluding deferred portion)⁽⁶⁾	$	2,520,000		$	2,820,000

Legal fees and expenses		172,000			172,000
Nasdaq listing fee		82,000			82,000
Printing and engraving expenses		21,000			21,000
Accounting fees and expenses		65,000			65,000
FINRA and SEC filing fee		57,000			57,000
Underwriter expenses reimbursement⁽⁷⁾		25,000			25,000
Miscellaneous expenses⁽⁸⁾		13,000			13,000
Total offering expenses (excluding underwriting discounts)	$	435,000		$	435,000
Proceeds after offering expenses	$	100,825,000		$	115,825,000
Held in the trust account from this offering	$	100,250,000		$	115,287,500
Not held in the trust account from this offering	$	575,000		$	537,500

Use of cash not held in the trust account
Legal, accounting and other third-party expenses related to business combination	$	100,000		$	100,000
SEC Filing and other legal and accounting fees related to regulatory reporting obligations		167,838			167,838
Nasdaq and other regulatory fees		85,000			85,000
Directors and officers insurance		165,000			165,000
Working capital to cover miscellaneous expenses and general corporate purposes		57,162			19,662
Total	$	575,000		$	537,500

(1)	Includes amounts payable to public shareholders who properly redeem their shares in connection with our successful completion of our initial business combination.
(2)	Includes $2,000,000 (or $2,300,000 if the underwriter’s over-allotment option is exercised in full) from the purchase of 200,000 private placement units (or 230,000 private placement units if the underwriter’s over-allotment option is exercised in full) by the underwriter.
(3)	A portion of the offering expenses have been paid from advances we received from the Sponsor as described in this prospectus. These loans will be repaid upon completion of this offering out of the offering proceeds that have been allocated for the payment of offering expenses and amounts not to be held in the trust account.
(4)	In the event that offering expenses are less than set forth in this table, any such amounts will be used for post-closing working capital expenses. In the event that the offering expenses are more than as set forth in this table, they will be repaid using a portion of the offering proceeds not held in the trust account and set aside for post-closing working capital expenses
(5)	These expenses are estimates only. Our actual expenditures for some or all of these items may differ from the estimates set forth in this prospectus. For example, we may incur greater legal and accounting expenses than our current estimates in connection with negotiating and structuring a business combination based upon the level of complexity of such business combination. In the event we identify an acquisition target in a specific industry subject to specific regulations, we may incur additional expenses associated with legal due diligence and the engagement of special legal counsel. In addition, our staffing needs may vary and as a result, we may engage a number of consultants to assist with legal and financial due diligence. We do not anticipate any change in our intended use of proceeds, other than fluctuations among the current categories of allocated expenses, which fluctuations, to the extent they exceed current estimates for any specific category of expenses, would not be available for our expenses. The amount in the table above does not include interest available to us from the trust account.
(6)	Includes $2,000,000 (or $2,300,000 if the underwriter’s over-allotment option is exercised in full) which the underwriter will use to purchase private placement units.
(7)	The\nunderwriter has agreed to reimburse us for certain of our expenses incurred in connection with this offering, resulting in a net reimbursement amount to the underwriter of $25,000.
(8)	This amount represents additional expenses that may be incurred by the Company over and above those specifically listed above, including transfer agent and trustee fees.

As of June 30, 2026
Offering Price of $10.00 per Unit		25% of Maximum Redemption			50% of Maximum Redemption		75% of Maximum Redemption	Maximum Redemption
NTBV		NTBV			Difference between NTBV and Offering Price		NTBV	Difference between NTBV and Offering Price		NTBV			Difference between NTBV and Offering Price		NTBV	Difference between NTBV and Offering Price
Assuming Full Exercise of Over-Allotment Option
$	6.08		$	5.36		$	4.64	$	4.30		$	5.70		$	2.63	$	7.37	$	(0.42	)	$	10.42
Assuming No Exercise of Over-Allotment Option
$	6.07		$	5.34		$	4.66	$	4.29		$	5.71		$	2.62	$	7.38	$	(0.41	)	$	10.41

	No Redemptions			25% of Maximum Redemptions			50% of Maximum Redemptions		75% of Maximum Redemptions		Maximum Redemptions
	Without Over-Allotment			With Over-Allotment			Without Over-Allotment		With Over-Allotment		Without Over-Allotment			With Over-Allotment			Without Over-Allotment		With Over-Allotment		Without Over-Allotment			With Over-Allotment
Public offering price	$	10.00			$	10.00		$	10.00		$	10.00			$	10.00		$	10.00		$	10.00			$	10.00		$	10.00		$	10.00
Net tangible book deficit before this offering		(0.05	)			(0.05	)		(0.05	)		(0.05	)			(0.05	)		(0.05	)		(0.05	)			(0.05	)		(0.05	)		(0.05	)
Increase attributable to public shareholders		6.12				6.13			5.39			5.41				4.34			4.36			2.67				2.68			(0.36	)		(0.37	)
Pro forma net tangible book value after this offering		6.07				6.08			5.34			5.36				4.29			4.30			2.62				2.63			(0.41	)		(0.42	)
Dilution to public shareholders	$	3.93			$	3.92		$	4.66		$	4.64			$	5.71		$	5.70		$	7.38			$	7.37		$	10.41		$	10.42
Percentage of dilution to public shareholders		39.29	%			39.18	%		46.55	%		46.44	%			57.10	%		56.99	%		73.77	%			73.69	%		104.12	%		104.15	%
Numerator:
Net tangible book deficit before this offering	$	(172,079	)		$	(172,079	)	$	(172,079	)	$	(172,079	)		$	(172,079	)	$	(172,079	)	$	(172,079	)		$	(172,079	)	$	(172,079	)	$	(172,079	)
Net proceeds from this offering and the sale of the private placement units	$	100,825,000			$	115,825,000		$	100,825,000		$	115,825,000			$	100,825,000		$	115,825,000		$	100,825,000			$	115,825,000		$	100,825,000		$	115,825,000
Plus: Offering costs accrued for or paid in advance, excluded from tangible book value		185,000				185,000			185,000			185,000				185,000			185,000			185,000				185,000			185,000			185,000
Less: Deferred underwriting commissions		(3,000,000	)			(3,450,000	)		(3,000,000	)		(3,450,000	)			(3,000,000	)		(3,450,000	)		(3,000,000	)			(3,450,000	)		(3,000,000	)		(3,450,000	)
Less: Over-allotment liability		(102,000	)			—			(102,000	)		—				(102,000	)		—			(102,000	)			—			(102,000	)		—
Less: Amounts paid for redemptions		—				—			(25,062,500	)		(28,821,875	)			(50,125,000	)		(57,643,750	)		(75,187,500	)			(86,465,625	)		(100,250,000	)		(115,287,500	)
	$	97,735,921			$	112,387,921		$	72,673,421		$	83,566,046			$	47,610,921		$	54,744,171		$	22,548,421			$	25,922,296		$	(2,514,079	)	$	(2,899,579	)
Denominator:
Ordinary shares outstanding prior to this offering		3,593,750				3,593,750			3,593,750			3,593,750				3,593,750			3,593,750			3,593,750				3,593,750			3,593,750			3,593,750
Ordinary shares forfeited if over-allotment is not exercised		(468,750	)			—			(468,750	)		—				(468,750	)		—			(468,750	)			—			(468,750	)		—
Class A ordinary shares included in the units offered		10,000,000				11,500,000			10,000,000			11,500,000				10,000,000			11,500,000			10,000,000				11,500,000			10,000,000			11,500,000
Class A ordinary shares included in the rights offered		2,500,000				2,875,000			2,500,000			2,875,000				2,500,000			2,875,000			2,500,000				2,875,000			2,500,000			2,875,000
Class A ordinary shares included in the private placement units		378,000				408,000			378,000			408,000				378,000			408,000			378,000				408,000			378,000			408,000
Class A ordinary shares included in the private placement rights		94,500				102,000			94,500			102,000				94,500			102,000			94,500				102,000			94,500			102,000
Less: Shares subject to redemption		—				—			(2,500,000	)		(2,875,000	)			(5,000,000	)		(5,750,000	)		(7,500,000	)			(8,625,000	)		(10,000,000	)		(11,500,000	)
		16,097,500				18,478,750			13,597,500			15,603,750				11,097,500			12,728,750			8,597,500				9,853,750			6,097,500			6,978,750

	JUNE 30, 2026
	Actual			As Adjusted
Note payable to related party	$	205,000			$	—
Over-allotment liability		—				102,000
Deferred underwriting commissions		—				3,000,000
Class A ordinary shares subject to possible redemption; 0 and 10,000,000 shares which are subject to possible redemption, actual and as adjusted, respectively		—				100,250,000
Preference shares, $0.0001 par value, 1,000,000 shares authorized; none issued and outstanding, actual and as adjusted, respectively		—				—
Class A ordinary shares, $0.0001 par value, 300,000,000 shares authorized, 0 and 378,000 shares issued and outstanding, actual and as adjusted, respectively		—				38
Class B ordinary shares, $0.0001 par value, 30,000,000 shares authorized, 3,593,750 shares issued and outstanding (actual); 3,125,000 shares issued and outstanding (as adjusted)		359				313
Additional paid-in capital		24,641				—
Accumulated deficit		(12,079	)			(2,514,430	)
Total shareholder’s equity (deficit)	$	12,921			$	(2,514,079	)
Total capitalization	$	217,921			$	100,837,921

Subject Securities	Expiration Date or End of Contractual Obligation Period	Natural Persons and Entities Subject to Restrictions	Exceptions to Transfer Restrictions
Founder Shares	The earlier of (A) 180 days after the date of the consummation of our\ninitial business combination; or (B) subsequent to the business combination (x) the date on which the highest reported trading price\nof our Class A ordinary shares equals or exceeds $12.50 per share (as adjusted for share splits, dividends, reorganizations, recapitalizations\nand the like) for any 20 trading days within a 30-day trading period immediately preceding such date, or (y) the date on which we\ncomplete a liquidation, merger, share exchange or other similar transaction after our initial business combination which results in all\nof our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.	New Iceland Arctic Acquisition Sponsor LLC	Transfers permitted (a) to (1) the Sponsor’s members, (2) the directors or officers of us, the Sponsor, or the Sponsor’s members, (3) any affiliates or family members of the directors or officers of us, the Sponsor, or the Sponsor’s members, (4) any members or partners of the Sponsor, the Sponsor’s members, or their respective affiliates, or any affiliates of the Sponsor, or the Sponsor’s members, or any employees of such affiliates; (b) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) in the case of a trust by distribution to one or more permissible beneficiaries of such trust; (f) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the completion window or in connection with the consummation of a business combination at prices no greater than the price at which the securities were originally purchased; (g) to us for no value for cancellation in connection with the consummation of the initial business combination; (h) in the event of our liquidation prior to our consummation of our initial business combination; (i) by virtue of the laws of the Cayman Islands, the Sponsor’s limited liability company agreement, upon dissolution of such Sponsor; and (j) in the event that, subsequent to our consummation of an initial business combination, we complete a liquidation, merger, share exchange or other similar transaction which results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property; provided, however, that in the case of clauses (a) through (f) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions and the other restrictions contained in the letter agreement.

Private Placement Units and underlying securities	30 days after the completion of our initial business combination	New\nIceland Arctic Acquisition Sponsor LLC	Same as above.

	Redemptions\n in Connection with our \n Initial\n Business Combination	Other\n Permitted Purchases of \n Public\n Shares by our Affiliates	Redemptions\n if we fail to Complete an \n Initial\n Business Combination

Calculation of redemption price	Redemptions at the time\nof our initial business combination may be made pursuant to a tender offer or in connection with a shareholder vote. The redemption\nprice will be the same whether we conduct redemptions pursuant to a tender offer or in connection with a shareholder vote. In either\ncase, our public shareholders may redeem their public shares for cash equal to the aggregate amount then on deposit in the trust\naccount calculated as of two business days prior to the consummation of the initial business combination (which is initially anticipated\nto be $10.025 per share), including interest (which interest will be net of permitted withdrawals), divided by the number of then\nissued and outstanding public shares, subject to any limitations (including but not limited to cash requirements) agreed to in connection\nwith the negotiation of terms of a proposed business combination.	If we seek shareholder\n approval of our initial business combination, our Sponsor, initial shareholders, directors, officers, advisors or their affiliates\n may purchase shares or warrants in privately negotiated transactions or in the open market either prior to or following completion\n of our initial business combination.	If we are unable to complete\nour initial business combination within the completion window, we will redeem all public shares at a per-share price, payable in\ncash, equal to the aggregate amount, then on deposit in the trust account (which is initially anticipated to be $10.025 per share),\nincluding interest (which interest will be net of permitted withdrawals, if any, and up to $100,000 of interest to pay dissolution\nexpenses) divided by the number of then issued and outstanding public shares.

Impact to remaining shareholders	The redemptions in connection\n with our initial business combination will reduce the book value per share for our remaining shareholders, who will bear the burden\n of the deferred underwriting commissions and interest withdrawn for permitted withdrawals (to the extent not paid from amounts accrued\n as interest on the funds held in the trust account).	If the permitted purchases\n described above are made, there would be no impact to our remaining shareholders because the purchase price would not be paid by\n us.	The redemption of our public\n shares if we fail to complete our initial business combination will reduce the book value per share for the shares held by our initial\n shareholders, who will be our only remaining shareholders after such redemptions.

	Terms of Our Offering	Terms Under a Rule 419 Offering

Escrow of offering proceeds	$100,250,000 (or $115,287,500 if the underwriter’s over-allotment option is exercised in\nfull) of the net proceeds of this offering and the sale of the private placement shares will be deposited into a trust account located\nin the United States with Continental Stock Transfer & Trust Company acting as trustee.	The gross proceeds of this offering less allowable underwriting commissions, expenses and company\n deductions under Rule 419, would be required to be deposited into either an escrow account with an insured depositary institution\n or in a separate bank account established by a broker-dealer in which the broker-dealer acts as trustee for persons having the beneficial\n interests in the account

Investment of net proceeds	$100,250,000 (or $115,287,500 if the underwriter’s over-allotment option is exercised in\nfull) of the net proceeds of this offering and the sale of the private placement shares, held in the trust account will be invested\nin United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act with a\nmaturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment\nCompany Act which invest only in direct U.S. government treasury obligations, or in an interest bearing demand deposit account.	Proceeds could be invested only in specified securities such as a money market fund meeting conditions\n of the Investment Company Act or in securities that are direct obligations of, or obligations guaranteed as to principal or interest\n by, the United States.

Receipt of interest on escrowed funds	Interest on proceeds from the trust account to be paid to shareholders is reduced by (i) any permitted withdrawals, and (ii) in the event of our liquidation for failure to complete our initial business combination within the allotted time, up to $100,000 of net interest that may be released to us should we have no or insufficient working capital to fund the costs and expenses of our dissolution and liquidation.	Interest on funds in escrow account would be held for the sole benefit of investors, unless and only after the funds held in escrow were released to us in connection with our consummation of a business combination.

Limitation on fair value or net assets of target business	Our initial business combination must be with one or more target businesses or assets having an aggregate fair market value of at least 80% of the value of the trust account (excluding any deferred underwriting commissions and taxes payable on interest earned on the trust account) at the time of the agreement to enter into such initial business combination.	The fair value or net assets of a target business must represent at least 80% of the maximum offering proceeds.

Trading of securities issued	The public units may commence trading on or promptly after the date of this prospectus. The public shares, public warrants and public rights may begin trading separately on the 30th day after the date of this prospectus unless the underwriter informs us of its decision to allow earlier separate trading, provided we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet reflecting our receipt of the proceeds of this offering. Such Form 8-K shall be amended or supplemented with updated financial information in the event the over-allotment option is exercised or if the underwriter permits separate trading prior to the 30th day after the date of this prospectus.	No trading of the public units or the underlying public shares, warrants or rights would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account.

Exercise of the warrants	The warrants cannot be exercised until the later of the completion of our initial business combination and 12 months from the closing of this offering and, accordingly, will be exercised only after the trust account has been terminated and distributed.	The warrants could be exercised prior to the completion of a business combination, but securities received and cash paid in connection with the exercise would be deposited in the escrow or trust account.

Election to remain an investor	We will either (1) give\n our shareholders the opportunity to vote on the business combination or (2) provide our public shareholders with the opportunity\n to sell their Class A ordinary shares to us in a tender offer for cash equal to their pro rata share of the aggregate amount then\n on deposit in the trust account, less any permitted withdrawals, on interest earned. If we hold a meeting to approve a proposed business\n combination, we will send each shareholder a proxy statement containing information required by the SEC. Under our amended and restated\n memorandum and articles of association, we must provide notice of any meeting of shareholders at least five clear days in advance.\n Accordingly, this is the minimum amount of time we would need to provide holders to determine whether to exercise their rights to\n redeem their shares into cash or to remain an investor in our company. Alternatively, if we do not hold a meeting and instead conduct\n a tender offer, we will conduct such tender offer in accordance with the tender offer rules of the SEC and file tender offer documents\n with the SEC which will contain substantially the same financial and other information about the initial business combination as\n we would have included in a proxy statement. Under the tender offer rules, a tender offer must remain open for 20 business days.\n Accordingly, this is the minimum amount of time we would need to provide holders to determine whether to sell their shares to us\n in such a tender offer or to remain an investor in our company.	A prospectus containing\n information pertaining to the business combination required by the SEC would be sent to each investor. Each investor would be given\n the opportunity to notify the company in writing, within a period of no less than 20 business days and no more than 45 business days\n from the effective date of a post-effective amendment to the company’s registration statement, to decide if he, she or it elects\n to remain a shareholder of the company or require the return of his, her or its investment. If the company has not received the notification\n by the end of the 45th business day, funds and interest or dividends, if any, held in the trust or escrow account are automatically\n returned to the shareholder. Unless a sufficient number of investors elect to remain investors, all funds on deposit in the escrow\n account must be returned to all of the investors and none of the securities are issued.

Business\n combination deadline	Pursuant\n to our amended and restated memorandum and articles of association, if we are unable to complete our initial business combination\n within 12 months from the closing of this offering, we will (i) cease all operations except for the purpose of winding up, liquidation\n and subsequent dissolution pursuant to the terms of our amended and restated memorandum and articles of association (ii) as promptly\n as reasonably possible but not more than ten (10) business days thereafter (and subject to lawfully available funds therefor), redeem\n 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the\n trust account, including any interest earned on the funds held in the trust account net of permitted withdrawals, less $100,000 for\n dissolution expenses, divided by the number of then issued and outstanding public shares, which redemption will completely extinguish\n public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject\n to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining\n shareholders and our board of directors, liquidate and dissolve, subject (in the case of (ii) and (iii) above) to our obligations\n under the Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.	If\n an acquisition has not been consummated within 12 months after the effective date of the company’s registration statement,\n funds held in the trust or escrow account are returned to investors.

Release of funds	Except\n for interest earned on the funds in the trust account that may be released to us for permitted withdrawals, the proceeds held in the\n trust account will not be released until the earlier of: (1) of the completion of our initial business combination within the\n required time period; (2) our redemption of 100% of the outstanding public shares if we have not completed an initial business\n combination in the required time period; and, if our charter documents are amended to require it and (3) the redemption of any\n public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of\n association (A) in a manner that would affect the substance or timing of our obligation to allow redemption in connection with our\n initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within\n the required time period or (B) with respect to any other material provision relating to shareholders’ rights or pre-business\n combination activity.	The proceeds held in the\n escrow account are not released until the earlier of the completion of a business combination or the failure to effect our initial\n business combination within the allotted time.

Delivering share certificates in connection with\n the exercise of redemption rights	We intend to require our\n public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street\n name,” to, at the holder’s option, either deliver their share certificates to our transfer agent or deliver their shares\n to our transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system, prior\n to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date\n may be up to two business days prior to the vote on the proposal to approve the initial business combination. In addition, if we\n conduct redemptions in connection with a shareholder vote, we intend to require a public shareholder seeking redemption of its public\n shares to also submit a written request for redemption to our transfer agent two business days prior to the vote in which the name\n of the beneficial owner of such shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish\n to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public\n shareholders to satisfy such delivery requirements, which will include the requirement that any beneficial owner on whose behalf\n a redemption right is being exercised must identify itself in order to validly redeem its shares. Accordingly, a public shareholder\n would have up to two business days prior to the vote on the initial business combination if we distribute proxy materials, or from\n the time we send out our tender offer materials until the close of the tender offer period, as applicable, to submit or tender its\n shares if it wishes to seek to exercise its redemption rights.	Many blank check companies\n provide that a shareholder can vote against a proposed business combination and check a box on the proxy card indicating that such\n shareholder is seeking to exercise its redemption rights. After the business combination is approved, the company would contact such\n shareholder to arrange for delivery of its share certificates to verify ownership.

Limitation on redemption rights of shareholders\n holding more than 15% of the shares sold in this offering if we hold a shareholder vote	If we seek shareholder\n approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination\n pursuant to the tender offer rules, our amended and restated memorandum and articles of association will provide that a public shareholder\n (including our affiliates), together with any affiliate of such shareholder or any other person with whom such shareholder is acting\n in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption\n rights with respect to Excess Shares, without our prior consent. However, we would not restrict our shareholders’ ability to\n vote all of their shares (including Excess Shares) for or against our initial business combination.	Many blank check companies\n provide no restrictions on the ability of shareholders to redeem shares based on the number of shares held by such shareholders in\n connection with an initial business combination.

	Prior to the Offering		Following the Offering
Name and Address of Beneficial Owner⁽¹⁾	Number of \n shares⁽²⁾		Percentage \n of \n outstanding \n shares		Number of \n shares	Percentage \n of \n outstanding \n shares	Percentage \n of total \n voting \n power to \n approve the \n Initial \n Business \n Combination
New Iceland Arctic Acquisition Sponsor LLC⁽³⁾		3,593,750		100	%	3,213,000		23.8	%	23.8	%
Halldor Thorsteinsson⁽³⁾		3,593,750		100	%	3,213,000		23.8	%	23.8	%
J. Heath Cardie⁽³⁾		3,593,750		100	%	3,213,000		23.8	%	23.8	%
Christy Albeck		--		--		30,000		*		*
Andrew E. Geist		--		--		30,000		*		*
Ragnar Rafnsson		--		--		30,000		*		*
All directors and officers as a group (5 persons)		3,593,750		100	%	3,303,000		24.5	%	24.5	%

(1)	Unless otherwise noted, the business address of each of the following entities or individuals is 1300 Jackson Street, Suite 100, Golden, Colorado 80401, USA.
(2)	Shares shown consist solely of founder shares, classified as Class B ordinary shares. Such shares will convert into Class A ordinary shares on a one-for-one basis, subject to adjustment, as described in the section entitled “Description of Securities.”
(3)	Shares held of record by New Iceland Arctic Acquisition Sponsor LLC. Halldor Thorsteinsson and\n J. Heath Cardie are both managers and members of New Iceland Arctic Acquisition Sponsor LLC and, in their capacity as managers, hold voting and investment discretion\n with respect to the securities held of record by the Sponsor. Accordingly, all shares held by our Sponsor may be deemed to be beneficially\n owned by Halldor Thorsteinsson and J. Heath Cardie. Each of Halldor Thorsteinsson and J. Heath Cardie disclaim their respective beneficial\n ownership of such securities except to the extent of their respective pecuniary interest therein.

Underwriter		Number of Units
Chardan Capital Markets LLC			10,000,000

	Per Unit		Total
	Without Over-allotment		With Over-allotment			Without \nOver-allotment		With Over-allotment
Underwriting Discounts and Commissions paid by us⁽¹⁾	$	0.55		$	0.55		$	5,520,000	$	6,270,000

Report of Independent Registered Public Accounting Firm (PCAOB ID: 7143)		F-2
Balance Sheet as of June 30, 2026		F-3
Statement of Operations for the period from April 21, 2026 (inception) through June 30, 2026		F-4
\n Statement of Changes in Shareholder’s Equity for the period from April 21, 2026 (inception) through June 30, 2026		F-5
Statement of Cash Flows for the period from April 21, 2026 (inception) through June 30, 2026		F-6
Notes to Financial Statements		F-7

ASSETS
Current assets:
Prepaid expenses	$	46,050
Total current assets		46,050
Deferred offering costs		185,000
TOTAL ASSETS	$	231,050

LIABILITIES AND SHAREHOLDER’S EQUITY
Current liabilities:
Accounts payable		13,129
Working capital loan - related party		205,000
Total Liabilities		218,129

Commitments and Contingencies (Note 7)

Shareholder’s Equity
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—
Class A ordinary shares, $0.0001 par value; 300,000,000 shares authorized; none issued and outstanding		—
Class B ordinary shares, $0.0001 par value; 30,000,000 shares authorized; 3,593,750 issued and outstanding ⁽¹⁾		359
Additional paid-in capital		24,641
Accumulated deficit		(12,079	)
Total Shareholder’s Equity		12,921
TOTAL LIABILITIES AND SHAREHOLDER’S EQUITY	$	231,050