Allarity Acquisition Corp. Filed SPAC Primary

What the company does

We are a blank check company formed under the laws of the Cayman Islands. We have applied to have our units listed on the Global Market tier of The Nasdaq Stock Market LLC. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings.

Use of proceeds

Of the proceeds we receive from this offering, $100,000,000 (or $115,000,000 if the underwriters' over-allotment option is exercised in full) at $10.00 per unit will be deposited into a trust account with Continental Stock Transfer & Trust Company as trustee, representing 100% of the gross proceeds from the units offered to the public, with no proceeds from the sale of the private warrants deposited in the trust account. We will also begin paying an amount equal to up to $20,000 per month to our sponsor upon consummation of this offering, payable upon consummation of our initial business combination or at the time of our dissolution. Outstanding loans from our sponsor of up to $300,000 for offering expenses will be repaid upon closing out of offering proceeds not held in the trust account.

Underwriters

Extracted from S-1 0001493152-26-042104, filed Sep 10, 2026 and verified against that filing text.

Key risk factors

• Founder shares dilution

  “The nominal purchase price paid by our sponsor for the founder shares may result in significant dilution to the implied value of your public shares upon the consummation of our initial business combination, and our sponsor is likely to make a substantial profit on its investment in us in the event we consummate an initial business combination, even if the initial business combination causes the trading price of our ordinary shares to materially decline.”

• Anti-dilution adjustment risk

  “In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in this offering and related to the closing of an initial business combination, the ratio at which the Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 25% of the sum of all ordinary shares issued and outstanding upon completion of this offering, including pursuant to the over-allotment option, plus all Class A ordinary shares issued or deemed issued, or issuable upon the conversion or exercise of any equity-linked securities issued or deemed issued in connection with or in relation to an initial business combination, exclud”

• Rule 419 investor protections

  “Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings.”

• Claims of creditors against trust account

  “The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders.”

• Working capital loan conversion dilution

  “In the event that following this offering we obtain working capital loans from our sponsor, or an affiliate of our sponsor or certain of our officers and directors, to finance transaction costs related to our initial business combination, up to $1,500,000 of such loans may be converted into warrants, at the price of $1.00 per warrant at the option of the lender, which conversion may result in material dilution to our public shareholders.”

• Conflicts of interest with insiders

  “As a result, there may be actual or potential material conflicts of interest between members of our management team, our initial shareholders, including our sponsor, and our or their respective affiliates on the one hand, and purchasers in this offering on the other.”