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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February
1, 2026
ACTIVATE ENERGY ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Cayman Islands |
|
001-42992 |
|
N/A |
|
(State or other jurisdiction
of incorporation or organization) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
71 Fort Street, PO Box 500
Grand Cayman, Cayman Islands KY1-1106
(Address of principal executive office) (Zip Code)
(302) 207-9500
(Registrants’ telephone number, including area
code)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of
the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant |
|
AEAQU |
|
The Nasdaq Global Market |
| Class A ordinary shares, par value $0.0001 per share |
|
AEAQ |
|
The Nasdaq Global Market |
| Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share |
|
AEAQW |
|
The Nasdaq Global Market |
Indicate by check mark whether the registrant is an
emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter)
Emerging Growth Company ☒
If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
Item 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Director Resignation
On February 1, 2026, Andrew Childs resigned from the
Board of Directors (the “Board”) of Activate Energy Acquisition Corp. (the “Company”),
effective immediately (the “Director Resignation”). The Director Resignation was not related to a disagreement
with the Company on any matter relating to the Company’s operations, policies, or practices. The Board thanks Mr. Childs for his
service on the Board and valuable contributions to the Company.
Director Appointment
On March 4, 2026, the Board appointed Paul Moore and
Keith Byer to serve as directors (each a “Director”) on the Board, effective immediately.
Paul Moore, age 67, has extensive oil/gas upstream exploration development
and production track record. From September 2014 to September 2022, Mr. Moore held multiple executive roles at Todd Corporation, including
CEO of Todd Energy International, where he led major upstream developments in British Columbia and advanced a $2.5 billion methanol project
in the United States. From July 2009 to July 2011, Mr. Moore served as CEO and Managing Director of Otto Energy Limited. He began his
career with Shell International Petroleum Company Limited. as a petroleum engineer and later held senior operational and project leadership
roles at Fletcher Challenge Energy Ltd. and Santos Limited, ultimately serving as Vice President of Development Projects and Technical
Services at Santos Limited. Mr. Moore also held senior leadership positions at Woodside Petroleum Ltd, including Executive Vice President
of Development Division, overseeing liquefied natural gas growth, major field developments, and drilling and subsurface activities. He
holds a Master’s in Business Administration from the University of Strathclyde Scotland, UK and a Bachelor of Science in civil engineering
and diploma of engineering from the University of Southampton, UK.
Keith Byer, age 62, Byer is a financial and risk expert who retired as
Senior Managing Director at Deloitte Touche Tohmatsu Limited (“Deloitte”) in September 2024, with more than four decades of
business experience. Since May 2024, Mr. Byer has served as Treasurer, Board Member, and Executive Committee Member for Lake Tahoe South
Shore Chamber of Commerce. Mr. Byer was elected to Deloitte CIS’ Board of Directors and oversaw the practice’s growth from
$12 million to $350 million. From June 2009 to September 2024, he served as Global Senior Managing Director for Reputation and Risk for
Deloitte where he worked across nearly 100 countries helping member firms recover from and prevent crisis events. Earlier, as Deputy Managing
Partner for Deloitte CIS, Mr. Byer managed risk associated with professional services in a highly fluid and developing economy. He was
a key leader in building growth strategies that grew the CIS practice 12 times and managed headcount growth from 150 to over 4,000. As
Managing Partner of Deloitte Central Asia, Mr. Byer oversaw $25 million of profit-and-loss activity and drove top-line growth via geographical
expansion, introduction of new products and services, and organic growth as well as bottom-line growth through employee retention and
cost control. In leading the Financial Advisory practice at Deloitte CIS, Mr. Byer was responsible for $50 million of profit-and-loss
activity and provided transactional support services and valuation. Mr. Byer was a credentialed Certified Public Accountant (retired)
and Certified Fraud Examiner (inactive) and holds a bachelor’s degree in accounting from Texas A&M University.
There are no arrangements or understandings between
either Paul Moore or Keith Byer and any other persons pursuant to which either was elected as Director of the Company. There are no family
relationships between either Paul Moore or Keith Byer and any other Director or executive officer of the Company and neither has a direct
or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated by the
Securities and Exchange Commission.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. |
|
Description |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| |
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| |
Activate Energy Acquisition Corp. |
| |
|
|
| Dated: March 11, 2026 |
By: |
/s/ Thomas Fontaine |
| |
Name: |
Thomas Fontaine |
| |
Title: |
Chief Executive Officer |
