Catalyst Acquisition launches $200M SPAC IPO

Q: What did Catalyst Acquisition Corp. (CATLU) raise in its IPO?

Catalyst Acquisition Corp. raised $200,000,000 by selling 20,000,000 units at $10.00 per unit. Each unit includes one Class A ordinary share and one right to receive one-seventh of a Class A share after a business combination.

Q: How are Catalyst Acquisition Corp. (CATLU) IPO proceeds held?

A total of $200,000,000, including $6,000,000 of deferred underwriting commissions, was placed in a U.S.-based trust account. Funds remain there until a business combination, shareholder redemptions, or liquidation within the stated timeframe.

Q: What is the Completion Window for Catalyst Acquisition Corp. (CATLU)?

Catalyst Acquisition Corp. has a 24‑month Completion Window from the closing of the IPO to complete its initial business combination. If it does not, public shares may be redeemed and the company may liquidate, subject to applicable law.

Q: Did Catalyst Acquisition Corp. (CATLU) issue private placement units?

Yes. At the IPO closing, the sponsor bought 270,000 private placement units at $10.00 per unit for $2,700,000. These units are generally identical to IPO units, subject to differences disclosed in the registration statement.

Q: What sector does Catalyst Acquisition Corp. (CATLU) plan to target?

Catalyst Acquisition Corp. plans to focus on traditional and digital media sectors, including video game companies, mobile gaming, publishers, studios and media platforms, though it may pursue a combination in any industry.

Catalyst Acquisition Corp., a Cayman Islands blank check company, reported the completion of its initial public offering of 20,000,000 units at $10.00 per unit, generating $200,000,000 in gross proceeds.

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Catalyst Acquisition Corp., a Cayman Islands blank check company, reported the completion of its initial public offering of 20,000,000 units at $10.00 per unit, generating $200,000,000 in gross proceeds. Each unit consists of one Class A ordinary share and one right to receive one-seventh of one Class A ordinary share, with the rights trading under the symbol CATLR and the units under CATLU on Nasdaq.

The company granted the underwriter a 45-day option to purchase up to 3,000,000 additional units. Simultaneously with the IPO closing, the sponsor purchased 270,000 private placement units at $10.00 per unit for $2,700,000. A total of $200,000,000, including $6,000,000 of deferred underwriting commissions, was deposited into a U.S.-based trust account, to be used for an initial business combination or for redemptions if no transaction is completed within a 24‑month Completion Window.

New independent directors were appointed and committee memberships established, and the company put in place indemnity agreements and its amended and restated memorandum and articles of association in connection with the IPO. Catalyst intends to target business combinations in traditional and digital media sectors, including video game and mobile gaming businesses, publishers, studios and media platforms.

Insights

Analyzing...

8-K Event Classification

6 items: 1.01, 3.02, 5.02, 5.03, 8.01, 9.01

6 items

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, or exhibit attachments filed with this report.

Key Figures

Units Offered: 20,000,000 units Unit Price: $10.00 per unit Gross Proceeds: $200,000,000 +5 more

8 metrics

Units Offered 20,000,000 units Initial public offering size

Unit Price $10.00 per unit Initial public offering price

Gross Proceeds $200,000,000 Proceeds from sale of 20,000,000 units

Private Placement Units 270,000 units Units sold to sponsor in private placement

Private Placement Proceeds $2,700,000 Aggregate price for 270,000 private placement units

Over-Allotment Option 3,000,000 units Maximum additional units underwriter may purchase

Deferred Underwriting Commissions $6,000,000 Included within funds deposited into trust

Completion Window 24 months Period to complete initial business combination after IPO closing

Key Terms

blank check company, over-allotment option, trust account, deferred underwriting commissions, +1 more

5 terms

blank check company financial

"The Company is a blank check company incorporated as a Cayman Islands exempted company"

A blank check company is a publicly listed shell that raises money from investors before naming a specific business to buy or merge with, similar to handing a cashier a signed check and asking them to fill in the payee later. It matters to investors because it offers a faster, often cheaper path for private firms to become public, but carries extra risk since returns depend on the organizers’ ability to find a good deal and on limited information about the future business.

over-allotment option financial

"The Company granted the underwriter a 45-day option to purchase up to an additional 3,000,000 Units"

An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.

trust account financial

"was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company"

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.

deferred underwriting commissions financial

"which amount includes $6,000,000 in the aggregate of the Underwriter’s deferred underwriting commissions"

Completion Window financial

"if it is unable to complete its initial business combination within 24 months from the closing of the IPO (the “Completion Window”)"

FAQ

What did Catalyst Acquisition Corp. (CATLU) raise in its IPO?

Catalyst Acquisition Corp. raised $200,000,000 by selling 20,000,000 units at $10.00 per unit. Each unit includes one Class A ordinary share and one right to receive one-seventh of a Class A share after a business combination.

How are Catalyst Acquisition Corp. (CATLU) IPO proceeds held?

A total of $200,000,000, including $6,000,000 of deferred underwriting commissions, was placed in a U.S.-based trust account. Funds remain there until a business combination, shareholder redemptions, or liquidation within the stated timeframe.

What securities make up a Catalyst Acquisition Corp. (CATLU) unit?

Each unit consists of one Class A ordinary share and one right. Each right entitles the holder to receive one-seventh of one Class A ordinary share upon completion of Catalyst’s initial business combination.

What is the Completion Window for Catalyst Acquisition Corp. (CATLU)?

Catalyst Acquisition Corp. has a 24‑month Completion Window from the closing of the IPO to complete its initial business combination. If it does not, public shares may be redeemed and the company may liquidate, subject to applicable law.

Did Catalyst Acquisition Corp. (CATLU) issue private placement units?

Yes. At the IPO closing, the sponsor bought 270,000 private placement units at $10.00 per unit for $2,700,000. These units are generally identical to IPO units, subject to differences disclosed in the registration statement.

What sector does Catalyst Acquisition Corp. (CATLU) plan to target?

Catalyst Acquisition Corp. plans to focus on traditional and digital media sectors, including video game companies, mobile gaming, publishers, studios and media platforms, though it may pursue a combination in any industry.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Available on EDGAR 08/11/2026 - 09:00 AM Accepted by SEC EDGAR 07/29/2026 - 04:06 PM

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): July 27, 2026

Catalyst Acquisition Corp.

(Exact name of registrant as specified in its charter)

Cayman Islands		001-43418		30-1472067
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1007 Ocean Avenue, Suite 501

Santa Monica, CA 90403

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (310) 404-1687

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
Units, each consisting of one Class A ordinary share and one right	CATLU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share	CATL	The Nasdaq Stock Market LLC
Rights, each entitling the holder to receive one-seventh (1/7) of one Class A ordinary share at an exercise price of $11.50 per share	CATLR	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 a Material Definitive Agreement.

On July 27, 2026, Catalyst Acquisition Corp. (the “Company”) consummated its initial public offering (“IPO”) of 20,000,000 units (the “Units”). The Company granted the underwriter (the “Underwriter”) a 45-day option from the date of the prospectus (the “Over-Allotment Option”) to purchase up to an additional 3,000,000 Units at the initial public offering price to cover over-allotments (the “Option Units”), if any. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $200,000,000. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one right to receive one-seventh (1/7) of one Class A Ordinary Share upon the consummation of the Company’s initial business combination.

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:

●

An Underwriting Agreement, dated July 27, 2026, by and between the Company and the Underwriter, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference.

●

A Share Rights Agreement, dated July 27, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as share rights agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference.

●

An Investment Management Trust Agreement, dated July 27, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference.

●

A Registration Rights Agreement, dated July 27, 2026, by and among the Company and certain security holders, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference.

●

A Private Placement Units Purchase Agreement, dated July 27, 2026 (the “Private Placement Units Purchase Agreement”), by and between the Company and Catalyst Sponsor LLC (the “Sponsor”), a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference.

●

A Letter Agreement, dated July 27, 2026, by and among the Company, its officers, its directors and the Sponsor, a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference.

●

An Administrative Services Agreement, dated July 27, 2026, by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference.

●

Indemnity Agreements, dated July 27, 2026, by and among the Company and each director and executive officer of the Company, a form of which is attached as Exhibit 10.6 hereto and incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

Simultaneously with the closing of the IPO, pursuant to the Private Placement Units Purchase Agreement, the Company completed the private sale of an aggregate of 270,000 private placement units (the “Private Placement Units”) to the Sponsor at a price of $10.00 per Private Placement Unit, or $2,700,000 in the aggregate. The Private Placement Units (and underlying securities) are identical to the units included in the Units sold in the IPO, except as otherwise disclosed in the Company’s registration statement for its IPO. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

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

On July 27, 2026, in connection with the IPO, Melvin D. Lindsey, Richard W. Cook and Christopher Heatherly (collectively with Steven P. Beeks and Nicolas A. van Dyk, the “Directors”) were appointed to the board of directors of the Company (the “Board”). Effective July 27, 2026, each of Messrs. Lindsey, Cook and Heatherly was appointed to the Board’s Audit Committee, with Mr. Lindsey serving as chair of the Audit Committee. Each of Messrs. Cook and Heatherly was appointed to the Board’s Compensation Committee, with Mr. Heatherly serving as chair of the Compensation Committee. Each of Messrs. Cook and Heatherly was appointed to the Board’s Corporate Governance and Nominating Committee, with Mr. Cook serving as chair of the Corporate Governance and Nominating Committee.

On July 27, 2026, the Company entered into indemnity agreements with each of the Directors and officers of the Company that require the Company to indemnify each of them to the fullest extent permitted by applicable law and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. The foregoing summary of the indemnity agreements does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the form of indemnity agreement, which is filed as Exhibit 10.6 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.03. Amendments to the Amended and Restated Memorandum and Articles of Association; Change in Fiscal Year.

On July 27, 2026, in connection with the IPO, the Company filed its amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”) with the Cayman Islands Registrar of Companies, which was effective on July 27, 2026. The terms of the Amended and Restated Memorandum and Articles of Association are set forth in the Registration Statement and are incorporated herein by reference. A copy of the Amended and Restated Memorandum and Articles of Association is attached as Exhibit 3.1 hereto and incorporated herein by reference.

Item 8.01. Other Events.

A total of $200,000,000 of the proceeds from the IPO and the sale of the Private Placement Units (which amount includes $6,000,000 in the aggregate of the Underwriter’s deferred underwriting commissions) was 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 for winding up and 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 Company’s public shares if it is unable to complete its initial business combination within 24 months from the closing of the IPO (the “Completion Window”), or by such earlier liquidation date as the Company’s board of directors may approve, subject to applicable law, and (iii) the redemption of the Company’s public shares properly submitted in connection with a shareholder vote to amend the Company’s Amended and Restated Memorandum and Articles of Association to modify the substance or timing of its obligation to redeem 100% of the Company’s public shares if it has not consummated an initial business combination within the Completion Window or with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity.

On July 27, 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.

On July 29, 2026, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are being filed herewith:

Exhibit No.		Description

1.1		Underwriting Agreement, dated July 27, 2026, by and between the Company and the Underwriter.

3.1		Amended and Restated Memorandum and Articles of Association of the Company.

4.1		Share Rights Agreement, dated July 27, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as share rights agent.

10.1		Investment Management Trust Agreement, dated July 27, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee.

10.2		Registration Rights Agreement, dated July 27, 2026, by and among the Company and certain security holders.

10.3		Private Placement Units Purchase Agreement, dated July 27, 2026, by and between the Company and the Sponsor.

10.4		Letter Agreement, dated July 27, 2026, by and among the Company, its officers, directors and the Sponsor.

10.5		Administrative Services Agreement, dated July 27, 2026, by and between the Company and the Sponsor.

10.6		Form of Indemnity Agreement.

99.1		Press Release, dated July 27, 2026.

99.2		Press Release, dated July 29, 2026.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

	CATALYST ACQUISITION CORP.

	By:	/s/ Steven P. Beeks
		Name:	Steven P. Beeks
		Title:	Co-Chief Executive Officer

Dated: July 29, 2026

Exhibit 99.1

Catalyst Acquisition Corp. Announces Pricing of $200 Million Initial Public Offering

SANTA MONICA, July 27, 2026 (GLOBE NEWSWIRE) -- Catalyst Acquisition Corp. (“Catalyst” or the “Company”) announced today that it priced its initial public offering of 20,000,000 units at $10.00 per unit. The units will be listed on The Nasdaq Stock Market LLC (“Nasdaq”) and trade under the ticker symbol “CATLU” beginning July 28, 2026. Each unit consists of one Class A ordinary share and one right entitling the holder thereof to receive one-seventh of one Class A ordinary share upon the consummation of an initial business combination. The Class A ordinary shares and rights comprising the units are expected to begin separate trading no later than the 52^nd day following this date. Once the securities comprising the units begin separate trading, the Class A ordinary shares and rights are expected to be listed on the Nasdaq under the symbols “CATL” and “CATLR,” respectively.

Santander is acting as sole book-running manager. The Company has granted the underwriter a 45-day option to purchase up to an additional 3,000,000 units at the initial public offering price to cover over-allotments, if any.

The offering was made by means of a prospectus. Copies of the prospectus may be obtained from Santander US Capital Markets LLC, 437 Madison Avenue, New York, NY 10022, Attention: ECM Syndicate, by email at equity-syndicate@santander.us, or by telephone at 833-818-1602.

A registration statement relating to the securities became effective on July 27, 2026. This press release shall not constitute an offer to sell or the 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. The offering is expected to close on July 29, 2026, subject to customary closing conditions.

About Catalyst Acquisition Corp.

The Company is a blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. While the Company may pursue a business combination in any business or industry, it intends to focus on opportunities in traditional and digital media sectors including, but not limited to, video game companies, mobile gaming, publishers, studios and media platforms. The Company is led by its co-Chief Executive Officers Steven P. Beeks and Nicolas A. van Dyk, and its Chief Financial Officer Craig A. Elson. Melvin D. Lindsey, Richard W. Cook and Christopher Heatherly will be serving as board members.

Forward-Looking Statements

This press release contains statements that constitute “forward-looking statements,” including with respect to the proposed initial public offering and the anticipated use of the net proceeds. No assurance can be given that the offering discussed above will be completed on the terms described, or at all, or that the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s preliminary prospectus for the Company’s offering filed with the U.S. Securities and Exchange Commission (the “SEC”). Copies of these documents are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Investor Contact:

Catalyst Acquisition Corp.

(310) 404-1687

Exhibit 99.2

Catalyst Acquisition Corp. Announces Closing of $200 Million Initial Public Offering

New York, New York, July 29, 2026 (GLOBE NEWSWIRE) – Catalyst Acquisition Corp. (NASDAQ: CATLU) (the “Company”) today announced the closing of its initial public offering of 20,000,000 units at an offering price of $10.00 per unit. Each unit issued in the offering consists of one Class A ordinary share of the Company and one right, each right entitling the holder thereof to receive one-seventh of one Class A ordinary share upon the consummation of an initial business combination. In connection with the offering, $10.00 per unit was deposited into a trust account with Continental Stock Transfer & Trust acting as trustee. The Company’s units began trading on The Nasdaq Stock Market LLC (“Nasdaq”) on July 28, 2026, under the ticker symbol “CATLU.” Once the securities comprising the units begin separate trading, the Class A ordinary shares and rights are expected to be listed on Nasdaq under the symbols “CATL” and “CATLR,” respectively.

Santander acted as the sole book-running manager for the offering. The Company has granted the underwriter a 45-day option to purchase up to an additional 3,000,000 units at the initial public offering price less the underwriting discount to cover over-allotments, if any.

A registration statement relating to the units and the underlying securities was declared effective by the Securities and Exchange Commission on July 27, 2026. The Offering was made only by means of a prospectus. Copies of the prospectus relating to this offering may be obtained from Santander US Capital Markets LLC, 437 Madison Avenue, New York, NY 10022, Attention: ECM Syndicate by telephone at (833) 818-1602 or by email at equity-syndicate@santander.us, or by accessing the SEC’s website, www.sec.gov.

This press release shall not constitute an offer to sell or the 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 Catalyst Acquisition Corp.

Forward-Looking Statements

This press release contains statements that constitute “forward-looking statements,” including with respect to the initial public offering and the anticipated use of the net proceeds of the initial public offering and the simultaneous private placement. No assurance can be given that the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus for the offering filed with the Securities and Exchange Commission. The Company undertakes no obligation to update these statements for revisions or changes after the date of this press release, except as required by law.

Contact Information:

Catalyst Acquisition Corp.

(310) 404-1687

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

15 documents