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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
June 2, 2026
Date of Report (Date of earliest event reported)
Chi Special Acquisition Corp.
(Exact Name of Registrant as Specified in its Charter)
| Delaware |
|
001-41328 |
|
85-3373323 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
4360 E. New York St.
Aurora, IL |
|
60504 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (330) 352-7788
N/A
(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 |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b)
of the Act:
None
Securities registered pursuant to Section 12(g)
of the Act:
Units, each consisting of one share of Common
Stock and one Redeemable Warrant and one Right
Common Stock, par value $0.0001 per share
Redeemable Warrants, each warrant exercisable
for one-half of one share of Common Stock at an exercise price of $11.50 per whole share
One Right to receive 1/10th of one share of Common Stock
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) Effective
June 2, 2026, Pin Tai and Nan Sun resigned as directors of the Registrant for personal reasons.
d) Effective June 2, 2026,
Chung Fu Wing and Shangwei Chen were appointed to fill the vacancies on the Registrant’s Board of Directors caused by the resignations
of Pin Tai and Nan Sun.
Chung Fu Wing, age 54, has 30 years of experience in multi-asset investment,
and management consulting in Asia. He is a seasoned, award-winning fund manager with deep insight in Asian and global capital markets.
Over the past decade he won numerous fund management awards including the prestigious HFM Asian Performance Award, the Overseas Golden
Bull Awards, etc. Prior to his career in investment management, he was a strategy consultant with the Boston Consulting Group and Kearny,
and was a financial advisory consultant with Arthur Andersen, with focus on corporate strategy, M&A due diligence, and post-merger
integration. completed his MBA in Finance (Beta Gamma Sigma) from Columbia Business School, and BBA in Professional Accountancy from the
Chinese University of Hong Kong. He is a CFA Charterholder and a member of the American Institute of Certified Public Accountants.
Mr. Shangwei Chen, age 41, has over 13 years of experience in investment advisory,
corporate restructuring, and healthcare management, with a focus on M&A execution and strategic fundraising. He is the Founder and
Managing Partner of SJ Investment, where he advises on capital restructuring and connects business owners with private equity partners.
He also serves as Director and Executive Partner at NIEN TAI MEDICAL INSTRUMENTS, a 46-year-old medical device distributor, leading strategic
modernization and portfolio expansion. He began his career at Ta Chong Bank (now Yuanta Financial Holdings), specializing in treasury
operations, liquidity management, and risk assessment. He holds a B.A. in Sociology from National Taipei University.
ITEM 5.03 AMENDMENT TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE
IN FISCAL YEAR.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. |
|
Description |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: July 7, 2026 |
|
| |
|
| CHI SPECIAL ACQUISITION CORP. |
|
| |
|
| By: |
/s/ Eddie Ni |
|
| Name: |
Eddie Ni |
|
| Title: |
Chief Executive Officer |
|