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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): June 16, 2026
General Catalyst Global Resilience Merger Corp.
(Exact name of registrant
as specified in its charter)
| Cayman Islands |
|
001-43261 |
|
98-1910149 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
| 20 University Rd., 4th Floor Cambridge, Massachusetts |
|
02138 |
| (Address of principal executive offices) |
|
(Zip Code) |
+1 (617) 234-7000
(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 |
| GRAIL securities, each consisting of one Class A ordinary share, $0.0001 par value, and one-fourth of one redeemable warrant |
|
GCGRU |
|
The Nasdaq Stock Market LLC |
| Class A ordinary shares included as part of the GRAIL securities |
|
GCGR |
|
The Nasdaq Stock Market LLC |
| Redeemable warrants included as part of the GRAIL securities, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 |
|
GCGRW |
|
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 8.01. Other Events.
On June 16, 2026, General Catalyst Global Resilience
Merger Corp. (the “Company”), a blank check company, announced that the holders of the Company’s GRAIL securities (the
“GRAIL Securities”) may elect to separately trade the Class A ordinary shares, par value $0.0001 per share (the “Class A
ordinary shares”), and warrants included in the GRAIL Securities commencing on June 22, 2026. Each GRAIL Security consists of one
Class A ordinary share and one-fourth of one warrant to purchase one Class A ordinary share. Any GRAIL Securities
not separated will continue to trade on the Nasdaq Global Market (the “Nasdaq”) under the symbol “GCGRU”. Any
underlying Class A ordinary shares and warrants that are separated will trade on the Nasdaq under the symbols “GCGR”
and “GCGRW”, respectively. No fractional warrants will be issued upon separation of the GRAIL Securities and only whole warrants
will trade. Holders of GRAIL Securities will need to have their brokers contact Continental Stock Transfer & Trust Company, the
Company’s transfer agent, in order to separate the holders’ GRAIL Securities into Class A ordinary shares and warrants.
A copy of the press release issued on June 16,
2026 by the Company, announcing the expected begin of the optional separate trading of the securities underlying the GRAIL Securities,
is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release, dated June 16, 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.
| Dated: June 16, 2026 |
General Catalyst Global Resilience Merger Corp. |
| |
|
|
| |
By: |
/s/ Christopher Kauffman |
| |
Name: |
Christopher Kauffman |
| |
Title: |
Chief Financial Officer |
Exhibit 99.1
General Catalyst Global Resilience Merger Corp.
Announces the Separate Trading of
its Class A Ordinary Shares and Warrants Commencing
on June 22, 2026
BOSTON, MASSACHUSETTS, June 16, 2026 -- (GLOBE NEWSWIRE) -- General
Catalyst Global Resilience Merger Corp. (NASDAQ: GCGRU) (the “Company”), a blank check company, today announced that, commencing
June 22, 2026, holders of the Company’s GRAIL securities (“GRAIL Securities”) that were sold in the Company’s
initial public offering may elect to separately trade the Company’s Class A ordinary shares and warrants included in the GRAIL
Securities.
No fractional warrants will be issued upon separation of the GRAIL
Securities and only whole warrants will trade. The Class A ordinary shares and warrants that are separated will trade on the Nasdaq
under the symbols “GCGR” and “GCGRW”, respectively. Those GRAIL Securities not separated will continue to trade
on the Nasdaq under the symbol “GCGRU”. Holders of GRAIL Securities will need to have their brokers contact Continental Stock
Transfer & Trust Company, the Company’s transfer agent, in order to separate the GRAIL Securities into Class A ordinary
shares and warrants.
General Catalyst Global Resilience Merger Corp. is a newly organized
blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, share exchange,
asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. While the Company
will not be limited to a particular industry or geographic region in its identification and acquisition of a target company, it intends
to focus on Global Resilience sectors, including aerospace and defense, national security, industrials and manufacturing, and
other associated opportunities. The Company believes that its Global Resilience Aligned Initial Listing structure, or GRAIL structure,
reflects its core values and will attract high quality partners seeking a disciplined and aligned path to the public markets.
A registration statement relating to the GRAIL Securities and the securities
included therein was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on April 29, 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.
Cautionary Note Concerning Forward Looking-Statements
This press release contains statements that constitute “forward-looking
statements.” 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 final prospectus
for the Company’s initial public offering filed with the SEC. Copies 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.
Contacts
Investor/Media Contact: gcgr@generalcatalyst.com
