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Amanat Acquisition (AMAN) completes $75M SPAC IPO and funds trust

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8-K

Rhea-AI Filing Summary

Amanat Acquisition Corp, a Cayman Islands-based special purpose acquisition company, completed its initial public offering of 7,500,000 Class A ordinary shares at $10.00 per share, raising gross proceeds of $75,000,000. The company also granted the underwriter a 45-day option to buy up to 1,125,000 additional shares at the same price to cover any over-allotments.

At the IPO closing, the sponsor purchased 300,000 private placement Class A shares at $10.00 each, providing an additional $3,000,000. A total of $75,000,000 of IPO and private placement proceeds was deposited into a U.S.-based trust account to fund a future business combination. The company has up to 24 months from the IPO closing to complete its initial business combination, with public shareholders given redemption rights if a deal is not completed or certain charter changes are proposed. Independent directors were appointed and the amended and restated charter became effective in connection with the IPO.

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Insights

Amanat launches a standard $75M SPAC structure focused on healthcare deals.

Amanat Acquisition Corp has raised gross IPO proceeds of $75,000,000 by issuing 7,500,000 Class A shares at $10.00 each, alongside a sponsor private placement of 300,000 shares for $3,000,000. An underwriter over-allotment option for up to 1,125,000 shares adds incremental capacity.

A total of $75,000,000 was placed into a trust account, with funds generally locked until a business combination, liquidation after 24 months from IPO closing, or specified charter amendments. Public investors gain redemption rights tied to these milestones, aligning with typical SPAC protections.

The vehicle targets healthcare and healthcare-related industries, leveraging its management and sponsor expertise. Actual outcomes will depend on sourcing an attractive target and securing shareholder approval for any proposed transaction within the 24-month timeframe outlined in the amended charter.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
IPO size $75,000,000 gross proceeds 7,500,000 Class A shares at $10.00 per share
IPO share count 7,500,000 shares Class A ordinary shares sold in IPO at $10.00
Underwriter option 1,125,000 shares Additional Class A shares at IPO price for over-allotments
Private placement proceeds $3,000,000 300,000 Class A private placement shares at $10.00 each
Trust account funding $75,000,000 Net IPO proceeds and private placement proceeds deposited in trust
Combination deadline 24 months Time from IPO closing to complete initial business combination
Private placement share count 300,000 shares Class A Ordinary Shares sold to sponsor in private placement
special purpose acquisition company financial
"Amanat Acquisition Corp (the “Company”), a newly organized special purpose acquisition company formed as a Cayman Islands exempted company"
A special purpose acquisition company (SPAC) is a company formed with the sole purpose of raising money through a public offering to buy or merge with an existing private business. It acts like a vehicle that allows private companies to go public more quickly and with less complexity. For investors, it offers an opportunity to invest early in a potential acquisition, though it also carries risks if the intended deal doesn’t materialize.
trust account financial
"A total of $75,000,000 comprised of the net proceeds from the IPO and the sale of the Private Placement Shares were placed in a U.S.-based trust account"
A trust account is a special bank or brokerage account where assets are held and managed by a designated person or firm (the trustee) for the benefit of another person or group (the beneficiary). It matters to investors because it separates assets from personal or corporate funds, can protect assets, control how and when money is used, and may affect tax or legal rights—think of it as a locked drawer opened only under agreed rules.
over-allotments financial
"option to purchase up to 1,125,000 additional Class A Ordinary Shares at the initial public offering price, less underwriting discounts and commissions, to cover over-allotments, if any"
An over-allotment is a temporary extra batch of shares that the underwriters of a stock offering are allowed to sell beyond the original amount, with the right to buy those shares back later. Think of it as spare tickets sold to meet demand and then reclaimed if needed to keep the market orderly; it helps stabilize the stock price after an offering and can affect short-term supply and potential dilution, which matters to investors tracking price and ownership stakes.
registration rights financial
"they are entitled to registration rights"
Registration rights are contractual promises that let investors require a company to file paperwork with securities regulators so those investors can sell their shares to the public. They matter because they create a path to liquidity and an exit plan—without them, investors may be stuck holding shares for a long time. Think of them like a reserved ticket that guarantees access to a public marketplace when the holder is ready to sell.
business combination financial
"for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses"
A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.
amended and restated memorandum and articles of association regulatory
"the Company filed its amended and restated memorandum and articles of association (the “Amended Charter”)"
A document that replaces and combines a company’s core governing papers into a single, updated set of rules spelling out the company’s purpose, share structure, voting rights and how decisions are made. Think of it as rewriting and consolidating a household’s rulebook so everyone knows who controls what and how major choices are handled. Investors watch these changes because they can alter ownership rights, governance, dividend policy and takeover protections, affecting value and control.
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FAQ

What did Amanat Acquisition Corp (AMAN) raise in its IPO?
Amanat Acquisition Corp raised gross proceeds of $75,000,000 by selling 7,500,000 Class A ordinary shares at $10.00 per share. It also granted the underwriter a 45-day option to purchase up to 1,125,000 additional shares.

How much did the Amanat Acquisition Corp sponsor invest in private placement shares?
The sponsor purchased 300,000 Class A private placement shares at $10.00 per share, generating $3,000,000 in gross proceeds. These shares carry transfer restrictions, registration rights, and waived redemption rights in specified situations.

How much money did Amanat Acquisition Corp place in its trust account?
Amanat Acquisition Corp deposited $75,000,000 into a U.S.-based trust account. This amount consists of net IPO proceeds and private placement proceeds and will generally remain locked until a business combination, liquidation, or specified charter-related redemptions.

What is the deadline for Amanat Acquisition Corp to complete a business combination?
Amanat Acquisition Corp has 24 months from the IPO closing to complete its initial business combination. If it fails to do so, public shares are subject to redemption, consistent with the company’s amended and restated charter provisions.

Which sectors does Amanat Acquisition Corp plan to target for its business combination?
Amanat Acquisition Corp plans to focus on healthcare and healthcare-related industries for its business combination. It may pursue targets in other sectors but emphasizes areas where its management’s expertise can help create long-term shareholder value.

Who were appointed as independent directors of Amanat Acquisition Corp after the IPO?
Following the IPO, Rakhi Kumar, Brad Middlekauff, and Patrick Crutcher were appointed as independent directors. They chair the Audit, Compensation, and Nominating and Corporate Governance Committees, respectively, under letter and indemnity agreements with the company.
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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): May 20, 2026

 

AMANAT ACQUISITION CORP

(Exact name of registrant as specified in its charter)

 

Cayman Islands   001-43237   N/A
(State or other jurisdiction   (Commission File Number)   (I.R.S. Employer
of incorporation)       Identification No.)

 

153 Central Avenue
C/O 56
Westfield, NJ 07091

(Address of principal executive offices, including 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 (§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 1.01. Entry into Material Definitive Agreement.

 

On May 18, 2026, Amanat Acquisition Corp (the “Company”) consummated its initial public offering (the “IPO”) of 7,500,000 Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”). The Class A Ordinary Shares were sold at a price of $10.00 per share, generating gross proceeds to the Company of $75,000,000. The Company has granted the underwriter a 45-day option to purchase up to 1,125,000 additional Class A Ordinary Shares at the initial public offering price, less underwriting discounts and commissions, to cover over-allotments, if any.

 

In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s Registration Statement on Form S-1 (File No. 333- 295170) for the IPO, originally filed with the U.S. Securities and Exchange Commission (the “Commission”) on April 17, 2026 (as amended, the “Registration Statement”):

 

●An Underwriting Agreement, dated May 18, 2026, between the Company and Leerink Partners LLC, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference.

 

●A Letter Agreement, dated May 18, 2026 (“Letter Agreement”), among the Company, the Company’s sponsor, Amanat Sponsor Holdings LLC (the “Sponsor”) and each of the officers and directors of the Company, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference.

 

●An Investment Management Trust Agreement, dated May 18, 2026, between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference.

 

●A Registration Rights Agreement, dated May 18, 2026, among the Company, the Sponsor and the Holders signatory thereto, a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference.

 

●A Private Placement Shares Purchase Agreement, dated May 18, 2026 (the “Private Placement Shares Purchase Agreement”), between the Company and the Sponsor, a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference.

 

●An Administrative Services and Indemnification Agreement, dated May 18, 2026, between the Company and the Sponsor, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference.

 

●Indemnity Agreements, each dated May 18, 2026 (each, an “Indemnity Agreement”), between the Company and each of its officers and directors, substantially in the form attached hereto as Exhibit 10.6.

 

The material terms of such agreements are fully described in the Company’s final prospectus, dated May 18, 2026, as filed with the Commission on May 20, 2026 (the “Prospectus”) and are incorporated herein by reference.

 

Item 3.02. Unregistered Sales of Equity Securities.

 

Simultaneously with the closing of the IPO, pursuant to the Private Placement Shares Purchase Agreement, the Company completed the private sale of 300,000 Class A Ordinary Shares (the “Private Placement Shares”) at a purchase price of $10.00 per Private Placement Share, to the Sponsor, generating gross proceeds to the Company of $3,000,000. The Private Placement Shares are identical to the Class A Ordinary Shares sold in the IPO, except that, so long as they are held by the Sponsor and its permitted transferees: (i) they may not, subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the completion of a business combination and (ii) they are entitled to registration rights.

 

In addition, the Sponsor has agreed to waive its redemption rights with respect to the Private Placement Shares in connection with (i) the consummation of the Company’s initial business combination, or (ii) a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association to modify the substance or timing of the Company’s obligation to redeem 100% of the Class A Ordinary Shares sold in the IPO if the Company has not consummated a business combination within 24 months of the closing of the IPO (or such other time period pursuant to an amendment to the Amended Charter (as defined below)) or with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity. 

 

1

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On May 18, 2026, in connection with the IPO, Ms. Rakhi Kumar, Mr. Brad Middlekauff, and Mr. Patrick Crutcher (the “Directors”) were appointed to the board of directors of the Company (the “Board”). The Directors are independent directors. Effective May 18, 2026, the Directors were also appointed to the Board’s (i) Audit Committee, with Ms. Kumar serving as chair of the Audit Committee, (ii) Compensation Committee, with Mr. Middlekauff serving as chair of the Compensation Committee and (iii) Nominating and Corporate Governance Committee, with Mr. Crutcher serving as chair of the Nominating and Corporate Governance Committee.

 

In connection with their appointments to the Board, each Director entered into the Letter Agreement as well as an Indemnity Agreement with the Company.

 

Other than the foregoing, none of the Directors are party to any arrangement or understanding with any person pursuant to which they were appointed as directors, nor are they party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.

 

The foregoing descriptions of the Letter Agreement and the form of indemnity agreement do not purport to be complete and are qualified in their entireties by reference to the Letter Agreement and form of indemnity agreement, copies of which are attached as Exhibits 10.1 and 10.6 hereto, respectively, and are incorporated herein by reference.

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

On May 18, 2026, in connection with the IPO, the Company filed its amended and restated memorandum and articles of association (the “Amended Charter”) with the Cayman Islands General Registry, effective the same day. The terms of the Amended Charter are set forth in the Registration Statement on pages 151 to 153 and are incorporated herein by reference. A copy of the Amended Charter is attached as Exhibit 3.1 hereto and incorporated herein by reference.

 

Item 8.01. Other Events.

 

A total of $75,000,000 comprised of the net proceeds from the IPO and the sale of the Private Placement Shares were placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds in the trust account that may be released to the Company to pay its taxes and up to $100,000 of interest to pay dissolution expenses, the funds held in the trust account will not be released from the trust account until the earliest of (i) the completion of the Company’s initial business combination, (ii) the redemption of the Class A Ordinary Shares sold in the IPO (the “public shares”) if the Company is unable to complete its initial business combination within 24 months from the closing of the IPO, subject to applicable law or (iii) the redemption of any of the Company’s public shares properly tendered in connection with a shareholder vote to amend the Amended Charter (A) to modify the substance or timing of its obligation to allow redemption in connection with the Company’s initial business combination or to redeem 100% of the Company’s public shares if it does not complete its initial business combination within 24 months from the closing of the IPO or (B) with respect to any other provision relating to shareholders’ rights or pre-business combination activity.

 

On May 19, 2026, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

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Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

EXHIBIT INDEX

 

Exhibit No.   Description
1.1   Underwriting Agreement, dated May 18, 2026, between the Company and Leerink Partners LLC.
3.1   Amended and Restated Memorandum and Articles of Association.
10.1   Letter Agreement, dated May 18, 2026, among the Company, Amanat Sponsor Holdings LLC and each of the officers and directors of the Company.
10.2   Investment Management Trust Agreement, dated May 18, 2026, between the Company and Continental Stock Transfer & Trust Company, as trustee.
10.3   Registration Rights Agreement, dated May 18, 2026, among the Company, Amanat Sponsor Holdings LLC,  and the Holders signatory thereto.
10.4   Private Placement Shares Purchase Agreement, dated May 18, 2026, between the Company and Amanat Sponsor Holdings LLC
10.5   Administrative Services and Indemnification Agreement, dated May 18, 2026, between the Company and Amanat Sponsor Holdings LLC
10.6   Form of Indemnity Agreement (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-1 (File No. 333-295170), filed with the Securities and Exchange Commission on April 17, 2026).
99.1   Press Release, dated May 19, 2026.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

3

 

 

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.

 

  Amanat Acquisition Corp
   
Date: May 21, 2026 By: /s/ Pavan Cheruvu
  Name:  Pavan Cheruvu
  Title: Chief Executive Officer

 

4

 

Exhibit 99.1

 

Amanat Acquisition Corp Announces Pricing of $75 Million Initial Public Offering

 

Westfield, New Jersey, United States, May 19, 2026 (GLOBE NEWSWIRE) – Amanat Acquisition Corp (the “Company”), a newly organized special purpose acquisition company formed as a Cayman Islands exempted company, today announced the pricing of its initial public offering of 7,500,000 Class A ordinary shares at an offering price of $10.00 per share. The Class A ordinary shares are expected to trade on the Nasdaq Capital Market under the ticker symbol “AMAN” beginning today. The offering is expected to close on May 20, 2026, subject to customary closing conditions.

 

The Company is a special purpose acquisition company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. While the Company may pursue an initial business combination target in any business or industry, it intends to focus on opportunities in healthcare or healthcare-related industries.

 

Leerink Partners is acting as sole bookrunning manager. The Company has granted the underwriter a 45-day option to purchase up to 1,125,000 additional Class A ordinary shares at the initial public offering price, less underwriting discounts and commissions, to cover over-allotments, if any.

 

A registration statement relating to the securities sold in the initial public offering was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on May 18, 2026 (the “Effective Date”). The public offering is being made only by means of a prospectus. When available, copies of the prospectus relating to the offering may be obtained from Leerink Partners LLC, Attn: Syndicate Department, 1301 Avenue of the Americas, 5th Floor, New York, New York 10019, by email at syndicate@leerink.com.

 

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

About Amanat Acquisition Corp

 

Amanat Acquisition Corp is a recently incorporated blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of entering into a merger, amalgamation, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses. The Company has not selected any specific business combination target and has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with the Company. While the Company may pursue an initial business combination in any business or industry, the Company intends to focus on healthcare or healthcare-related industries, which can benefit from the expertise and capabilities of the management team in order to create long-term shareholder value. The Company is sponsored by Amanat Sponsor Holdings LLC and is led by Dr. Sandeep C. Kulkarni, its Chairman of the Board, Dr. Pavan Cheruvu, its Director and Chief Executive Officer, and Mr. Nicholas Fernandez, its Chief Financial Officer. The Company’s Board of Directors also includes Ms. Rakhi Kumar, Mr. Brad Middlekauff, and Mr. Patrick Crutcher.

 

Forward-Looking Statements

 

This press release contains statements that constitute “forward-looking statements,” including with respect to the Company’s initial public offering (“IPO”) including the gross proceeds of the IPO, the anticipated use of the net proceeds from the IPO and the search for an initial business combination. No assurance can be given that the offering discussed above will be completed on the terms described, or that the net proceeds of the offering will be used as indicated or that the Company will ultimately complete a business combination transaction in the sectors it is targeting or at all. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of Amanat Acquisition Corp, including those set forth in the Risk Factors section of Amanat Acquisition Corp’s registration statement and preliminary prospectus for the IPO filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. Amanat Acquisition Corp undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

 

Contacts:

 

Nicholas Fernandez

Chief Financial Officer

153 Central Avenue
C/O 56
Westfield, NJ 07091
201-688-0364

Source: View Original Filing on SEC EDGAR

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