UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): October 25, 2026
AMANAT ACQUISITION CORP
(Exact
name of registrant as specified in its charter)
| Cayman Islands |
|
001-43303 |
|
N/A |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification No.) |
| 153
Central Avenue |
|
|
| C/O
56 |
|
|
| Westfield,
NJ |
|
07091 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
201-688-0364
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
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 |
| Class A Ordinary Shares, par value $0.0001 per share |
|
AMAN |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2
of the Securities Exchange Act of 1934.
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 1.01 Entry Into A Material Definitive Agreement
On
October 25, 2026, Amanat Acquisition Corp, a Cayman Islands exempted company (“AMAN”), Cairo Merger
Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of AMAN (“Merger Sub”), Corxel
Pharmaceuticals, Inc., a Delaware corporation (“Corxel”), and Corxel Pharmaceuticals Limited, a Cayman
Islands exempted company and the sole stockholder of Corxel (“Parent”), entered into a Business
Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business
Combination Agreement”). The Business Combination Agreement and the transactions contemplated thereby (the
“Business Combination”) were unanimously approved by Corxel’s board of directors and approved by
AMAN’s board of directors. The Business Combination is expected to close in the first half of
2027, following the receipt of the requisite approvals of AMAN’s shareholders and Corxel’s sole stockholder and the
fulfillment of other customary closing conditions, including the expiration or termination of the applicable waiting period under
the HSR Act (as defined below).
Business
Combination Agreement
The
Domestication
The
Business Combination Agreement provides, among other things, that at least one business day prior to the closing of the transactions
contemplated by the Business Combination Agreement (the “Closing” and the date upon which the Closing
actually occurs, the “Closing Date”), AMAN will de-register from the Register of Companies in the Cayman
Islands and transfer by way of continuation from the Cayman Islands to Delaware and domesticate as a Delaware corporation in
accordance with Section 388 of the General Corporation Law of the State of Delaware (the “DGCL”) and Part
12 of the Companies Act (Revised) of the Cayman Islands (the “Domestication”). In connection with the
Domestication, (i) each outstanding Class A ordinary share of AMAN (each, an “AMAN Class A Share”), each
outstanding Class B ordinary share of AMAN and each outstanding preference share of AMAN that is issued and outstanding immediately
prior to the Domestication will be converted into one share of common stock, par value $0.0001 per share, of AMAN (the
“New Corxel Common Stock”), (ii) AMAN will file the New Corxel COI (as defined below) with the Secretary
of State of the State of Delaware and adopt the New Corxel Bylaws (each, as defined and described below) and (iii) AMAN’s name
will be changed to a mutually agreed upon name between AMAN, on the one hand, and Corxel and Parent, on the other hand (the
resulting post-Closing entity, “New Corxel”).
AMAN
Shareholder Redemptions
AMAN
will provide the holders of AMAN Class A Shares the right to have all or a portion of their AMAN Class A Shares redeemed for cash in
connection with the Business Combination, in accordance with AMAN’s governing documents, for a per-share price equal to the pro
rata portion of the funds then in AMAN’s trust account (including interest not previously released to pay taxes). Any such redemptions
will occur immediately prior to the consummation of the Domestication.
The
Merger
Subject
to the terms and conditions of the Business Combination Agreement, following the Domestication, Merger Sub will merge with and into Corxel,
with Corxel as the surviving company (the “Surviving Company”) in the merger (the “First Merger”).
Immediately following the First Merger, on the Closing Date and as part of the same overall transaction, the Surviving Company will merge
with and into a separate wholly-owned subsidiary of AMAN (“Merger Sub II”), with Merger Sub II surviving such
second merger (the “Second Merger” and together with the First Merger, the “Merger”)
as a wholly-owned subsidiary of AMAN. At the time the First Merger becomes effective (the “Effective Time”),
each share of Corxel common stock (collectively, “Corxel Shares”) issued and outstanding as of immediately
prior to the Effective Time will be automatically canceled and extinguished and converted into the right to receive a number of shares
of New Corxel Common Stock equal to an exchange ratio, which is based on an implied Corxel equity value of $200,000,000 (the “Exchange
Ratio”), provided that, at Parent’s election, all or a portion of such shares of New Corxel Common Stock may instead
be issued in the form of pre-funded warrants to purchase an equal number of shares of New Corxel Common Stock.
Each
option to purchase Parent Common Shares (as defined in the Business Combination Agreement) that is outstanding immediately prior to the Effective Time (each, a “Parent
Option”) will be treated as follows: (i) certain Parent Options identified in the Business Combination Agreement (each,
an “Applicable Parent Option”), whether vested or unvested, will cease to represent the right to purchase Parent Common
Shares and will be canceled in exchange for an option to purchase New Corxel Common Stock (each, a “Rollover Option”)
under the equity incentive plan to be adopted by AMAN in advance of the Closing (the “New Corxel Equity Incentive Plan”),
in an amount equal to the product (rounded down to the nearest whole number) of (x) the number of Parent Common Shares subject to such Applicable
Parent Option immediately prior to the Effective Time, multiplied by (y) the option exchange ratio set forth on the allocation schedule
(the “Option Exchange Ratio”), at an exercise price per share (rounded up to the nearest whole cent) equal
to the quotient of (A) the exercise price per share of such Applicable Parent Option immediately prior to the Effective Time, divided
by (B) the Option Exchange Ratio, with each Rollover Option generally remaining subject to the same terms and conditions (including applicable
vesting, expiration and forfeiture provisions) that applied to the corresponding Applicable Parent Option immediately prior to the Effective
Time; and (ii) each Parent Option that is not an Applicable Parent Option (each, an “Unassumed Parent Option”)
will not be assumed and instead will represent the right to receive a number of shares of New Corxel Common Stock (or,
if applicable, the cash equivalent thereof) equal to the product (rounded down to the nearest whole number) of (x) the number of Parent Common
Shares subject to such Unassumed Parent Option immediately prior to the Effective Time, multiplied by (y) the Option Exchange Ratio,
reflecting the net value of such option after giving effect to its exercise price, without any further payment of an exercise price by
the holder. Additionally, at the Effective Time, each EIP Share (as defined in the Business Combination Agreement) will be canceled in
exchange for the right to receive a number of shares of New Corxel Common Stock equal to the Exchange Ratio.
After
the Closing, Parent intends to distribute or dividend to its shareholders (whether pro rata or pursuant to one or more exchange or redemption
arrangements with one or more of its shareholders) all or any portion of the New Corxel Common Stock, pre-funded warrants and other consideration
received by Parent pursuant to the Business Combination Agreement (or the proceeds thereof), including in connection with the cash settlement
of any Unassumed Parent Options.
Representations
and Warranties; Covenants
The
Business Combination Agreement contains representations, warranties and covenants of each of the parties thereto (the “Parties”)
that are customary for transactions of this type, including with respect to the operations of AMAN and Corxel prior to the Closing and
the preparation and filing of a registration statement on Form S-4 relating to the Business Combination containing a prospectus and proxy
statement of AMAN (the “Registration Statement / Proxy Statement”) with the Securities and Exchange Commission
(the “SEC”). The Parties have also undertaken to procure clearance under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended (the “HSR Act”). In addition, the board of directors of AMAN has agreed to adopt the
New Corxel Incentive Plan and the New Corxel Employee Stock Purchase Plan (as defined and described below) prior to the effectiveness
of the Registration Statement / Proxy Statement, as described in the Business Combination Agreement.
Governance
AMAN
has agreed to take all action within its power as may be necessary or appropriate such that, effective immediately after the Closing,
the New Corxel board of directors will initially consist of a number of directors determined by Corxel, divided into three classes designated
Class I, II and III, which directors will include one or more independent designees determined by Corxel following consultation with
AMAN. If, following the final AMAN shareholder redemption, the amount then remaining in the trust account containing the proceeds of
AMAN’s initial public offering (after giving effect to the aggregate amount of all AMAN shareholder redemptions) is greater than
$25,000,000, AMAN will have a director on the New Corxel board of directors, which is intended to be Rakhi Kumar.
Conditions
to Closing
The
obligation of the Parties to consummate the Business Combination is subject to certain closing conditions, including, but not limited
to, (i) the expiration or termination of the applicable waiting period under the HSR Act and any agreement between a party with any governmental
entity not to consummate transactions contemplated by the Business Combination, (ii) no order or law or other legal restraint or prohibition
issued by any governmental entity enjoining, prohibiting or preventing the consummation of the Business Combination (including the Domestication
and the Merger) being in effect, (iii) the effectiveness of the Registration Statement / Proxy Statement, (iv) receipt of the written
consent of Parent, as the sole stockholder of Corxel (the “Corxel Stockholder Written Consent”),
and the requisite approval of AMAN’s shareholders, (v) the approval for listing of the New Corxel Common Stock on Nasdaq, (vi)
after giving effect to the Business Combination (including the PIPE Financing (as described below) and any AMAN shareholder redemptions),
AMAN having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange
Act of 1934, as amended) immediately after the Effective Time; and (vii) approval of the required transaction proposals by AMAN’s
shareholders.
The
obligation of AMAN to consummate the Business Combination is also subject to the fulfillment of other customary closing conditions, including,
but not limited to, (i) there having been no Company Material Adverse Effect (as defined in the Business Combination Agreement) since
the date of the Business Combination Agreement that is continuing, and (ii) Corxel having identified and publicly announced a Chief Executive
Officer and a board of directors of New Corxel, in each case to serve effective as of immediately following the Closing. During the pre-Closing period, Corxel may not hire a Chief Executive Officer without first reasonably consulting with AMAN, and Corxel
must consider in good faith any comments provided by AMAN in connection with that consultation.
The
obligation of Corxel to consummate the Business Combination is also subject to the fulfillment of other customary closing
conditions, including, but not limited to, (i) there having been no SPAC Material Adverse Effect (as defined in the Business
Combination Agreement) since the date of the Business Combination Agreement that is continuing, (ii) the aggregate cash proceeds
available for release from AMAN’s trust account (after giving effect to all AMAN shareholder redemptions), together with the
proceeds from the PIPE Financing (as described below) and aggregate amount of any additional cash and cash equivalents held at
closing by the Company not to exceed $75,000,000, equaling at least $200,000,000, (iii) the New Corxel board of directors consisting
of the number of directors, and being comprised of the individuals, determined in accordance with the governance provisions
described above, and (iv) the consummation of the Domestication at least one business day prior to the Closing Date.
Termination
The
Business Combination Agreement may be terminated under certain customary and limited circumstances prior to the Closing, including, but
not limited to, (i) by mutual written consent of AMAN and Corxel, (ii) by AMAN if the representations and warranties of Corxel or Parent
are not true and correct or if Corxel or Parent fails to perform any pre-closing covenant or agreement set forth in the Business Combination
Agreement such that certain conditions to closing cannot be satisfied and the breach or breaches of such representations or warranties
or the failure to perform such covenant or agreement, as applicable, are not cured or cannot be cured within certain specified time periods,
(iii) by Corxel if the representations and warranties of any AMAN Party (as defined in the Business Combination Agreement) are not true
and correct or if any AMAN Party fails to perform any covenant or agreement set forth in the Business Combination Agreement such that
certain conditions to closing cannot be satisfied and the breach or breaches of such representations or warranties or the failure to
perform such covenant or agreement, as applicable, are not cured or cannot be cured within certain specified time periods, (iv) by either
AMAN or Corxel if the Business Combination is not consummated by the applicable termination date set forth in the Business Combination
Agreement, subject to certain limited exceptions, (v) by either AMAN or Corxel if any governmental entity has issued a final and non-appealable
order or taken any other action permanently enjoining, restraining, materially delaying or otherwise prohibiting the Business Combination,
(vi) by either AMAN or Corxel if the AMAN shareholders meeting has been held and concluded and the requisite AMAN shareholder approval
was not obtained, (vii) by AMAN if Corxel has not delivered the Corxel Stockholder Written Consent within
two business days after the Registration Statement / Proxy Statement is declared effective, (viii) by Corxel or Parent, prior
to delivery of the Corxel Stockholder Written Consent, concurrently with entering into a permitted
alternative agreement in connection with a superior offer and payment of the related termination fee; and (ix) by AMAN, prior to delivery
of the Corxel Stockholder Written Consent, if the Corxel board of directors has made an adverse
recommendation change.
The
Business Combination Agreement also provides for the payment of certain termination fees in connection with specified terminations. If
the Business Combination Agreement is terminated by Corxel or Parent (prior to delivery of the Corxel
Stockholder Written Consent) concurrently with entering into a permitted alternative agreement in connection with a superior offer,
Corxel will pay AMAN the greater of $10,000,000 and 1% of the aggregate upfront consideration payable in such alternative transaction
(subject to a cap of $50,000,000) (the “Superior Offer Termination Fee”). If the Business Combination Agreement
is terminated by AMAN following an adverse recommendation change by the Corxel board of directors, Corxel will pay AMAN $10,000,000 (the
“Adverse Recommendation Termination Fee”). If the Business Combination Agreement is terminated by either AMAN
or Corxel because a governmental entity has issued a final and non-appealable order or taken any other action permanently enjoining,
restraining, materially delaying or otherwise prohibiting the transactions contemplated by the Business Combination Agreement, Corxel
will reimburse AMAN for its reasonable and documented third-party costs and expenses up to a maximum of $3,000,000 (the “Regulatory
Termination Fee” and, together with the Superior Offer Termination Fee and the Adverse Recommendation Termination Fee,
the “Termination Fees”). Payment of the applicable Termination Fee will, in the circumstances in which such
Termination Fee is owed, constitute the sole and exclusive remedy of AMAN, and in no event will Corxel be required to pay more than one
Termination Fee.
Other
than with respect to the Termination Fees set forth above, none of the Parties will have any liability or any further obligation under
the Business Combination Agreement upon the valid termination of the Business Combination Agreement other than customary confidentiality
obligations, except in the case of Willful Breach or Fraud (each as defined in the Business Combination Agreement).
The
foregoing description of the Business Combination Agreement and the Business Combination does not purport to be complete and is qualified
in its entirety by the terms and conditions of the Business Combination Agreement and any related agreements. The Business Combination
Agreement contains representations, warranties and covenants that the respective Parties made to each other as of the date of such agreement
or other dates specified therein. The assertions embodied in those representations, warranties and covenants were made for purposes of
allocating contractual risk between the respective Parties and are subject to important qualifications
and limitations agreed to by the Parties in connection with negotiating the Business Combination Agreement. Such assertions are not intended
to establish matters of fact or to provide any other factual information about AMAN, Corxel, or any other Party to the Business Combination
Agreement or any related agreement. In particular, the representations, warranties, covenants and agreements contained in the Business
Combination Agreement, which were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the
Parties, are subject to limitations agreed upon by the Parties (including being qualified by confidential disclosures made by
the Parties) and are subject to standards of materiality applicable to the Parties that may differ from those applicable to investors
and security holders. Investors and security holders are not third-party beneficiaries under the Business Combination Agreement and should
not rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual
state of facts or condition of any Party to the Business Combination Agreement. Moreover, information concerning the subject matter of
the representations and warranties may change after the date of the Business Combination Agreement, which subsequent information may
or may not be fully reflected in AMAN’s public disclosures.
The
foregoing description of the Business Combination Agreement is qualified in its entirety by reference to the Business Combination Agreement
filed as Exhibit 2.1 to this Current Report on Form 8-K.
Related
Agreements
The
Business Combination Agreement contemplates the execution of various additional agreements and instruments, including, among others,
the following:
Sponsor
Letter Agreement
Concurrently
with the execution of the Business Combination Agreement, AMAN, Amanat Sponsor Holdings LLC, a Delaware limited liability company (the
“Sponsor”) and Corxel entered into the Sponsor Letter Agreement (the “Sponsor Letter Agreement”),
pursuant to which the Sponsor, as a holder of Class B ordinary shares has agreed to, among other things, (i) vote in favor of the Business
Combination Agreement and the Business Combination, (ii) waive any adjustment or any other anti-dilution or similar protection with respect
to the Class B ordinary shares in connection with the transactions contemplated by the Business Combination Agreement, (iii) be bound
by certain other covenants and agreements related to the Business Combination, and (iv) be bound by certain transfer restrictions with
respect to his, her or its shares in AMAN.
A
copy of the Sponsor Letter Agreement is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference,
and the foregoing description of the Sponsor Letter Agreement is qualified in its entirety by reference thereto.
PIPE
Financing (Private Placement)
Concurrently
with the execution of the Business Combination Agreement, on October 25, 2026, AMAN entered into subscription agreements (the
“Subscription Agreements”) with certain qualified institutional buyers, institutional accredited investors,
and other accredited investors, including, among others, certain existing stockholders of Parent (collectively, the “PIPE
Investors”). Pursuant to the Subscription Agreements, the PIPE Investors agreed to subscribe for and purchase, and AMAN
agreed to issue and sell to the PIPE Investors, on the Closing Date, shares of New Corxel Common Stock (the “Subscribed Shares”)
and/or, in lieu thereof, pre-funded warrants to purchase shares of New Corxel Common Stock (the “PIPE Pre-Funded Warrants”),
in each case in the amounts set forth in the applicable Subscription Agreement and signature page thereto. The number of Subscribed Shares
is determined based on the applicable purchase price and the Redemption Price (as defined in AMAN's Amended and Restated Memorandum and
Articles of Association), reduced by the number of shares underlying any PIPE Pre-Funded Warrants elected by such PIPE Investor. The
foregoing subscriptions and purchases are for aggregate purchase commitments of $300 million, as adjusted for reduction mechanisms provided
therein (the “PIPE Financing”). Subject to specified conditions, the PIPE Investors may reduce their respective
subscription obligations on a one-for-one basis by acquiring and not redeeming Class A ordinary shares in the open market or in privately
negotiated transactions with third parties prior to the shareholder meeting, with a corresponding reduction in the Purchase Price based
on the Redemption Price (each as defined in the Subscription Agreements).
The
obligations of each party to consummate the PIPE Financing are conditioned upon, among other things, (i) the New Corxel Common Stock
(including the New Corxel Common Stock issuable to the PIPE Investors pursuant to the Subscription Agreements) having been approved for
listing on Nasdaq; (ii) all conditions precedent to the Closing shall have been satisfied or waived and such closing shall be scheduled
to occur substantially concurrently with or immediately following the PIPE closing; and (iii) the absence of specified adverse judgements,
orders, laws, rules or regulations enjoining or otherwise prohibiting the consummation of the Business Combination.
The
obligations of AMAN to consummate the PIPE Financing are further subject to additional conditions, including, among other things: (i)
material truth and accuracy of the representations and warranties of the PIPE Investors, subject to customary bringdown standards; and
(ii) material compliance by the PIPE Investors with their covenants, agreements and conditions under the Subscription Agreements.
The
obligations of the PIPE Investors to consummate the PIPE Financing are further subject to additional conditions, including, among other
things: (i) the Business Combination Agreement shall not have been amended, modified, or waived, in a manner that would reasonably be
expected to materially and adversely affect the economic benefits that a PIPE Investor (in its capacity as such) would reasonably expect
to receive under the Subscription Agreements without the prior written consent of such investor; (ii) the material truth and accuracy
of the representations and warranties of AMAN in the Subscription Agreements, subject to customary bringdown standards; (iii) no subscription
agreement, or other agreements or understandings (including side letters) entered into in connection with the sale of New Corxel Common
Stock under the Subscription Agreements, with any other PIPE Investors shall have been amended, modified, or waived in any manner that
benefits such other PIPE Investor unless all PIPE Investors have been offered substantially the same benefits (other than terms particular
to the legal or regulatory requirements of such other PIPE Investor or its affiliates or related persons); (iv) all specified consents,
waivers or other authorizations and notices, required to be made in connection with the issuance and sale of New Corxel Common Stock
under the Subscription Agreements shall have been obtained or made, except where failure to so obtain would not prevent AMAN from consummating
the transactions contemplated by the Subscription Agreements; (v) material compliance by AMAN with its covenants, agreements and conditions
under the Subscription Agreements; (vi) there has not occurred any Company Material Adverse Effect or SPAC Material Adverse Effect (each
as defined in the Business Combination Agreement) since the date of the Subscription Agreements that is continuing.
The
Subscription Agreements provide that AMAN will grant the Investors certain customary registration rights.
The
foregoing description of the Subscription Agreements and the PIPE Financing is subject to and qualified in its entirety by reference
to the full text of the form of Subscription Agreements, a copy of which is attached as Exhibit 10.2 hereto, and the terms of which are
incorporated herein by reference.
Support
Agreement
In
connection with the signing of the Business Combination Agreement, Parent entered into a Support Agreement (the “Support
Agreement”) with AMAN, pursuant to which Parent has agreed, among other things, (a) that it has received the requisite
authorization and approval from the holders of the requisite number of its issued and outstanding equity interests to enter into the
Support Agreement, the Business Combination Agreement and each ancillary agreement to which Corxel is a party and approve the Business
Combination, (b) as promptly as reasonably practicable (and in any event within two business days) following the date on which the Registration
Statement / Proxy Statement is declared effective, to duly execute and deliver to Corxel the Company Stockholder Written Consent, (c)
at any meeting of the stockholders of Corxel, however called, and in any action by written resolution of the stockholders of Corxel,
to vote (or cause to be voted) all of its Corxel Shares (i) in favor of the approval and adoption of the Business Combination Agreement,
the Merger and the other transactions contemplated by the Business Combination Agreement and (ii) against any Company Acquisition Proposal
(as defined in the Business Combination Agreement) or other matter intended or reasonably expected to prevent the satisfaction of any
closing condition or otherwise impede or delay the consummation of the Business Combination, and (d) appoint AMAN or any individual designated
by AMAN as Parent’s agent, attorney-in-fact and proxy, for purposes of complying with Parent’s obligations under the Support
Agreement, to vote (or consent with respect to) Parent’s Corxel Shares, or to attend on Parent’s behalf any meeting of the
stockholders of Corxel, in each case solely with respect to the matters described in clauses (b) and (c) above and only if Parent fails
to timely deliver such written consent or vote its Corxel Shares as required. The obligations under the Support Agreement automatically
terminate upon the earliest of (i) the Effective Time; (ii) the termination of the Business Combination Agreement in accordance with
its terms; and (iii) the mutual written agreement of AMAN and Parent.
The
foregoing description of the Support Agreement is subject to and qualified in its entirety by reference to the full text of the form
of Support Agreement, a copy of which is attached as Exhibit 10.3 hereto, and the terms of which are incorporated herein by reference.
Investor
Rights Agreement
At
or prior to the Closing, New Corxel, Sponsor, certain holders of membership interests in Sponsor and Parent will enter into an investor
rights agreement (the “Investor Rights Agreement”). Pursuant to the Investor Rights Agreement, among other
things, New Corxel will agree that, within 45 calendar days following the Closing Date, New Corxel will file with the SEC (at New Corxel’s
sole cost and expense) a registration statement registering the resale of certain shares of New Corxel Common Stock and/or pre-funded
warrants (or New Corxel Common Stock issuable upon exercise of such pre-funded warrants) held by or issuable to the parties thereto (the
“Resale Registration Statement”), and New Corxel will use its commercially reasonable efforts to have the Resale
Registration Statement declared effective as soon as reasonably practicable after the filing thereof. Such holders will be entitled to
customary piggyback registration rights and demand registration rights, including underwritten and block-trade demands.
The
Investor Rights Agreement provides that Parent may distribute or otherwise transfer Registrable Securities (as defined therein) to its
shareholders pursuant to dividends, distributions, exchanges or redemptions and permits subsequent in-kind distributions by such recipients
to their own equityholders or other permitted transferees. Following any such distribution and receipt of the applicable selling securityholder
information, New Corxel will be required to supplement or amend the applicable resale registration statement or, if required, file a
new shelf registration statement to name the recipients as selling securityholders within ten business days. Such distributees will be
required to join the Investor Rights Agreement, and certain demand and other registration rights held by Parent will thereafter be exercisable
on behalf of all distributees by distributees holding a majority of the Registrable Securities so distributed, as determined at the time
of exercise.
The
Investor Rights Agreement amends and restates the registration rights agreement that was entered into by AMAN, the Sponsor and the AMAN
Existing Investors (as defined therein) in connection with AMAN’s initial public offering. The Investor Rights Agreement will terminate
on the earlier of (a) the five year anniversary of the date of the Investor Rights Agreement or (b) with respect to any holder party
thereto, on the date that such holder no longer holds any Registrable Securities.
The
foregoing description of the Investor Rights Agreement is subject to and qualified in its entirety by reference to the full text of the
form of Investor Rights Agreement, a copy of which is attached as Exhibit 10.4 hereto, and the terms of which are incorporated herein
by reference.
Lock-Up
Agreements
At
or prior to the Closing, the Sponsor and Parent will enter into lock-up agreements (the “Lock-Up Agreements”)
with New Corxel.
Pursuant
to the Lock-Up Agreements, the Sponsor and Parent will agree not to transfer (except for certain permitted transfers) any shares of New
Corxel Common Stock or pre-funded warrants (including shares issuable upon exercise thereof) held by such holder after the Domestication,
not including shares issued pursuant to the Subscription Agreements, until six months after the Closing Date. During such lock-up period,
in connection with the Distribution, Parent will be permitted to effect dividends, in-kind distributions, exchanges, redemptions or similar
transfers of its lock-up securities to its direct or indirect equityholders and other specified transferees, including in settlement
of options or other rights to acquire shares of Parent, and such recipients may make subsequent in-kind distributions or similar transfers
to their own direct or indirect equityholders or other permitted transferees. Each such transferee will be required to execute a joinder
to the Lock-Up Agreement and will remain subject to the applicable transfer restrictions for the remainder of the original lock-up period.
The
foregoing description of the Lock-Up Agreements is subject to and qualified in its entirety by reference to the full text of the form
of Lock-Up Agreement, a copy of which is included as Exhibit 10.5 to this Current Report.
BCA
Pre-Funded Warrants
Pursuant
to the Business Combination Agreement, a portion of the shares of New Corxel Common Stock otherwise issuable as Aggregate Transaction
Share Consideration (as defined in the Business Combination Agreement) may be issued in the form of pre-funded warrants (the “BCA
Pre-Funded Warrants”) to purchase an equal number of shares of New Corxel Common Stock. The shares underlying the BCA Pre-Funded
Warrants will count toward the Aggregate Transaction Share Consideration on a one-for-one basis.
The
BCA Pre-Funded Warrants will have an exercise price of $0.0001 per share, will be exercisable at any time on or after their original
issue date and will not expire until exercised in full. The BCA Pre-Funded Warrants may be exercised on a cashless basis in accordance
with their terms and will contain customary provisions providing for adjustments in the event of certain dividends, distributions, stock
splits, combinations, reclassifications and similar transactions. The BCA Pre-Funded Warrants will prohibit any exercise to the extent
that, immediately before or after giving effect to such exercise, the holder would beneficially own more than 9.99% of the outstanding
New Corxel Common Stock, or 4.99% if elected by the holder.
The
foregoing description of the BCA Pre-Funded Warrants is subject to and qualified in its entirety by reference to the full text of the
form of BCA Pre-Funded Warrant, a copy of which is included as Exhibit 10.6 to this Current Report.
New
Corxel Certificate of Incorporation and New Corxel Bylaws
Concurrently
with the Domestication, and prior to the Effective Time, AMAN will file a certificate of incorporation with the Secretary of State of
the State of Delaware (“New Corxel COI”) and will adopt bylaws (“New Corxel Bylaws”),
which together will govern the rights, privileges, and preferences of the holders of New Corxel securities after the Closing.
The
foregoing descriptions of the New Corxel COI and New Corxel Bylaws do not purport to be complete and are qualified in their entirety
by the terms and conditions of the forms of the New Corxel COI and New Corxel Bylaws, copies of which are included as Exhibit E and Exhibit
F, respectively, to the Business Combination Agreement (attached as Exhibit 2.1 hereto), and the terms of which are incorporated herein
by reference.
New
Corxel Equity Incentive Plan and New Corxel Employee Stock Purchase Plan
Prior
to the effectiveness of the Registration Statement / Proxy Statement, AMAN will approve and adopt, in each case subject to approval by
the AMAN shareholders, the New Corxel Equity Incentive Plan and an employee stock purchase plan (the “New Corxel Employee
Stock Purchase Plan”) to provide eligible service providers of New Corxel and certain affiliated companies with the opportunity
to purchase New Corxel Common Stock and/or acquire a proprietary interest in New Corxel. The New Corxel Equity Incentive Plan will provide
for equity incentive compensation grants to employees and consultants (including non-employee directors) in the form of stock options
(both non-qualified stock options and incentive stock options), stock appreciation rights, restricted stock, restricted stock units,
and other stock-based and cash-based awards. The New Corxel Employee Stock Purchase Plan will permit eligible employees to purchase New
Corxel Common Stock at a discount under (i) a component that is intended to be qualified under Section 423 of the Internal Revenue Code
of 1986, as amended (the “Code”), and (ii) a component that is not intended to be so qualified under Section
423 of the Code.
The
initial number of shares of New Corxel Common Stock reserved and available for issuance under the New Corxel Equity Incentive Plan will
equal a percentage, to be mutually agreed by AMAN and Corxel, of the
number of shares of New Corxel Common Stock issued and expected to be outstanding immediately
after the Effective Time (determined on a fully diluted basis after giving effect to the
PIPE Financing). Additionally, the number of shares of New Corxel Common Stock reserved and available
for issuance under the New Corxel Equity Incentive Plan will be automatically cumulatively increased on the first day of each fiscal
year beginning with the 2027 fiscal year by (i) a percentage,
to be mutually agreed by AMAN and Corxel, of the shares of New Corxel Common Stock outstanding
on the last day of the immediately preceding fiscal year, (determined on a fully diluted basis)
or (ii) such lesser number of shares as determined by the administrator of the New Corxel Equity Incentive Plan.
The
initial number of shares of New Corxel Common Stock reserved and available for issuance under the New Corxel Employee Stock Purchase
Plan will equal a percentage, to be mutually agreed by AMAN and Corxel, of the
number of shares of New Corxel Common Stock issued and expected to be outstanding immediately
after the Effective Time (determined on a fully diluted basis after giving effect to the
PIPE Financing). Additionally, on the first day of each
fiscal year beginning with the 2027 fiscal year and ending with the 2036 fiscal
year, the number of shares of New Corxel Common Stock reserved and available for issuance under the New Corxel Employee Stock
Purchase Plan will be cumulatively increased by (i) a percentage, to be mutually agreed by AMAN and Corxel,
of the shares of New Corxel Common Stock outstanding on
the last day of the immediately preceding fiscal year (determined
on a fully diluted basis) or (ii) such other amount as
determined by the administrator of the New Corxel Employee Stock Purchase Plan.
The
foregoing descriptions of the New Corxel Equity Incentive Plan and New Corxel Employee Stock Purchase Plan do not purport to be complete
and are qualified in their entirety by the terms and conditions of the forms of New Corxel Equity Incentive Plan and New Corxel Employee
Stock Purchase Plan, copies of which are included as Exhibit G and Exhibit H, respectively, to the Business Combination Agreement (attached
as Exhibit 2.1 hereto), and the terms of which are incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The
disclosure set forth above in Item 1.01 of this Current Report on Form 8-K with respect to the issuance of New Corxel Common Stock,
PIPE Pre-Funded Warrants, and New Corxel Common Stock issuable upon exercise of the PIPE Pre-Funded Warrants in connection with the
transactions contemplated by the Subscription Agreements is incorporated by reference herein. Such shares of New Corxel Common Stock, PIPE Pre-Funded Warrants, and New Corxel Common Stock issuable upon exercise of the PIPE Pre-Funded Warrants will
not be registered under the Securities Act in reliance on the exemption from registration provided in Section 4(a)(2) of the
Securities Act.
Item 7.01 Regulation FD Disclosure.
On
October 26, 2026, AMAN and Corxel issued a press release announcing the Business Combination. The press release is attached hereto
as Exhibit 99.1 and incorporated by reference herein.
Attached
as Exhibit 99.2 and incorporated by reference herein is an investor presentation, dated October 2026.
The
information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, is furnished and shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise
subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of AMAN under the
Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K
will not be deemed an admission as to the materiality of any information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2.
Additional
Information about the Proposed Business Combination and Where to Find It
The
proposed Business Combination will be submitted to shareholders of AMAN for their consideration. AMAN intends to file a registration
statement on Form S-4 with the SEC, which will include preliminary and definitive proxy statements to be distributed to AMAN’s
shareholders in connection with AMAN’s solicitations of proxies from AMAN’s shareholders with respect to the proposed business
combination and other matters to be described in the registration statement, as well as the prospectus relating to the offer of the securities
to be issued to the stockholders of Corxel and Parent in connection with the completion of the proposed Business Combination. After the
registration statement has been filed and declared effective, AMAN will mail a definitive proxy statement/prospectus and other relevant
documents relating to the proposed Business Combination and other matters to be described in the registration statement to Corxel and
Parent stockholders and AMAN shareholders as of a record date to be established for voting on the proposed Business Combination. Before
making any voting or investment decision, AMAN shareholders, Corxel and Parent stockholders, and other interested persons are urged to
read these documents and any amendments thereto, as well as any other relevant documents filed with the SEC by AMAN in connection with
the proposed Business Combination and other matters to be described in the registration statement, when they become available because
they will contain important information about AMAN, Corxel and the proposed Business Combination. Shareholders will also be able to obtain
free copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus and other documents filed by AMAN
with the SEC, once available, without charge, at the SEC’s website located at www.sec.gov, or by directing a written request to
Amanat Acquisition Corp, 153 Central Avenue, C/O 56, Westfield, NJ 07091.
Forward-Looking
Statements
This
Current Report on Form 8-K includes forward-looking statements. Forward-looking statements generally are accompanied by words such
as “believe,” “may,” “will,” “estimate,” “continue,”
“anticipate,” “intend,” “expect,” “should,” “would,” “plan,”
“predict,” “potential,” “seem,” “seek,” “future,” “outlook”
and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These
forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of other financial and
performance metrics and projections of market opportunity; expectations and timing related to the success, cost and timing of
product development activities, including the initiation, timing, progress and results of Corxel’s clinical trials for CX11
and CX12, including their respective development plans and strategies; the initiation, timing, progress and results of preclinical
studies and clinical trials for any future product candidates, including their respective product development plans and strategies;
the timing, scope and costs involved in obtaining and maintaining regulatory approval for CX11, CX12 and any future product
candidates that Corxel may identify or develop; expectations regarding future events under collaboration and licensing agreements,
including potential future payments, as well as Corxel’s plans and strategies for entering into further collaboration and
licensing agreements; expectations regarding any strategic transactions Corxel may enter into for its clinical programs; the
potential benefits and market opportunity for Corxel’s product candidates; expectations regarding the size, scope and design
of clinical trials; Corxel’s manufacturing, commercialization and marketing plans and strategies; Corxel’s plans to hire
additional personnel and Corxel’s ability to attract and retain such personnel; Corxel’s estimates of the number of
patients who suffer from the diseases it is targeting and potential growth in Corxel’s target markets; Corxel’s
expectations regarding the approval and use of its product candidates; Corxel’s competitive position and the development and
impact of competing therapies that are or may become available; the size and growth potential of the markets for Corxel’s
product candidates; Corxel’s ability to discover and develop additional product candidates and to advance such product
candidates into, and successfully complete, clinical trials; financing and other business milestones; the
expected timing of and ability of the parties to consummate the Business Combination, including satisfaction of the closing
conditions set forth in the Business Combination Agreement; potential benefits of the Business Combination; and expectations
relating to the Business Combination, including the use of proceeds of the PIPE Financing and Corxel’s expected cash runway.
These statements are based on various assumptions, whether or not identified in this Current Report on Form 8-K, and on the current
expectations of Corxel’s and AMAN’s management and are not predictions of actual performance. These forward-looking
statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by an investor as
a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances are
difficult or impossible to predict and may differ from assumptions. Many actual events and circumstances are beyond the control of
Corxel and AMAN. These forward-looking statements are subject to a number of risks and uncertainties, including, but not limited to,
changes in domestic and foreign business, market, financial, political, and legal conditions; the inability of the parties to
successfully or timely enter into definitive agreements with respect to the Business Combination or consummate the proposed Business
Combination, including the risk that any required regulatory approvals, filings, notices or other regulatory processes (including
in the United States, China and other applicable jurisdictions) are not obtained, are delayed or are subject to unanticipated
conditions (such as any SEC statements or enforcements or other actions relating to SPACs) that could adversely affect the combined
company or the expected benefits of the proposed Business Combination or the risk that the approval of the stockholders of AMAN or
Corxel is not obtained; failure to realize the anticipated benefits of the proposed Business Combination; matters discovered by AMAN
or Corxel as they complete their respective due diligence investigations of each other; risks related to the approval and regulatory
filing of Corxel’s product candidates, including CX11 and CX12, and the timing of expected regulatory and business milestones;
ability to negotiate definitive contractual arrangements with potential customers and partners; the impact of competitive products
and programs; ability to obtain sufficient supply of materials; ability to obtain additional financing; ability to attract and
retain qualified personnel; global economic and political conditions; legal and regulatory changes; the outcome of any legal
proceedings that may be instituted against AMAN or Corxel related to the proposed Business Combination; the effects of competition
on Corxel’s future business; the amount of redemption requests made by AMAN’s public shareholders; and those factors
discussed in documents AMAN has filed or will file with the SEC, together with the risks described in the document entitled
“Risk Factors” that has been made available to interested parties concurrent with this Current Report on Form 8-K and
also set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking
Statements” in AMAN’s prospectus dated May 18, 2026 relating to its initial public offering, and in those documents that
AMAN has filed, or will file, with the SEC.
If
any of these risks materialize or AMAN’s or Corxel’s assumptions prove incorrect, actual results could differ materially
from the results implied by these forward-looking statements. There may be additional risks that neither AMAN nor Corxel presently know
or that AMAN and Corxel currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking
statements. In addition, forward-looking statements reflect AMAN’s and Corxel’s expectations, plans, or forecasts of future
events and views as of the date of this Current Report on Form 8-K and are qualified in their entirety by reference to the cautionary
statements herein. AMAN and Corxel anticipate that subsequent events and developments will cause AMAN’s and Corxel’s assessments
to change. These forward-looking statements should not be relied upon as representing AMAN’s and Corxel’s assessments as
of any date subsequent to the date of this Current Report on Form 8-K. Accordingly, undue reliance should not be placed upon the forward-looking
statements. Neither AMAN, Corxel nor any of their respective affiliates undertake any obligation to update these forward-looking statements,
except as required by law.
Participants
in the Solicitation
AMAN,
Corxel, and their respective directors and executive officers may be deemed to be participants in the solicitations of proxies from AMAN’s
shareholders with respect to the proposed Business Combination and the other matters set forth in the registration statement. Information
regarding AMAN’s directors and executive officers, and a description of their interests in AMAN is contained in AMAN’s prospectus
dated May 18, 2026 relating to its initial public offering, which was filed with the SEC and is available free of charge at the SEC’s
website located at www.sec.gov, or by directing a request to Amanat Acquisition Corp, 153 Central Avenue, C/O 56, Westfield, NJ 07091.
Additional information regarding the interests of such participants in the proxy solicitation and a description of their direct and indirect
interests, will be contained in the proxy statement/prospectus relating to the proposed Business Combination when it becomes available.
Shareholders, potential investors and other interested persons should read the proxy statement/prospectus carefully when it becomes available
before making any voting or investment decisions. You may obtain free copies of these documents from the sources described above.
This
Current Report on Form 8-K is not a substitute for the registration statement or for any other document that AMAN and Corxel may file
with the SEC in connection with the proposed Business Combination. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DOCUMENTS FILED
WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and
security holders may obtain free copies of other documents filed with the SEC by AMAN, without charge, at the SEC’s website located
at www.sec.gov.
No
Offer or Solicitation
This
Current Report on Form 8-K shall not constitute an offer to sell, or the solicitation of an offer to buy, or a recommendation to purchase,
any securities, in any jurisdiction, or the solicitation of any vote, consent or approval in any jurisdiction in connection with the
proposed Business Combination or any related transactions, nor shall there be any sale of securities in any states or jurisdictions in
which such offer, solicitation or sale would be unlawful. This Current Report on Form 8-K is not, and under no circumstances is to be
construed as, a prospectus, an advertisement or a public offering of the securities described herein in the United States or any other
jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended, or exemptions therefrom. INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED BY THE SEC OR ANY
OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE
INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
Number |
|
Description |
| 2.1†* |
|
Business Combination Agreement, dated as of October 25, 2026, by and among Amanat Acquisition Corp, Cairo Merger Sub, Inc., Corxel Pharmaceuticals Limited and Corxel Pharmaceuticals, Inc. |
| 10.1* |
|
Sponsor Letter Agreement, dated as of October 25, 2026, by and among Amanat Sponsor Holdings LLC, Amanat Acquisition Corp and Corxel Pharmaceuticals, Inc. |
| 10.2 |
|
Form of Subscription Agreement. |
| 10.3* |
|
Form of Support Agreement. |
| 10.4 |
|
Form of Investor Rights Agreement. |
| 10.5 |
|
Form of Lock-Up Agreement. |
| 10.6 |
|
Form of Pre-Funded Warrant. |
| 99.1 |
|
Press Release, dated October 26, 2026. |
| 99.2 |
|
Investor Presentation, dated October 2026. |
| 104 |
|
Cover
Page Interactive Data File, formatted in Inline XBRL |
| † | Certain
of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees
to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. |
| * | Certain
portions of these exhibits have been redacted pursuant to Item 601(b)(2)(ii) or 601(b)(10)(iv) of Regulation S-K. The Registrant hereby
agrees to furnish supplementally an unredacted copy of the exhibit to the SEC upon request. |
SIGNATURE
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 hereunto duly authorized.
| Dated:
October 26, 2026 |
|
| |
|
| |
AMANAT
ACQUISITION CORP |
| |
|
| |
By: |
/s/
Nicholas Fernandez |
| |
Name: |
Nicholas
Fernandez |
| |
Title: |
Chief
Financial Officer |
