KRAKacquisition Corp (NASDAQ: KRAQU) closes $345M SPAC IPO and funds trust
Filing Impact
Filing Sentiment
Form Type
8-K
KRAKacquisition Corp, a newly formed special purpose acquisition company, completed its upsized initial public offering of 34,500,000 units at $10.00 per unit, raising gross proceeds of $345,000,000 before fees and expenses. Each unit includes one Class A ordinary share and one-fourth of a redeemable warrant exercisable at $11.50 per share.
The sponsor bought 2,250,000 private placement warrants for $2,250,000, and a total of $345,000,000 from the IPO and private placement was deposited in a trust account for the benefit of public shareholders. The company has up to 24 months from the IPO closing to complete an initial business combination or redeem public shares.
The board of directors was expanded with six new directors, committees were formed, and indemnity and administrative services agreements were executed, including a $30,000 per month services fee to the sponsor until a business combination or liquidation. The company’s initial shareholders now hold 8,625,000 Class B ordinary shares following a share capitalization.
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KRAKacquisition Corp completes $345M SPAC IPO and funds trust.
KRAKacquisition Corp has closed an upsized SPAC IPO, selling 34,500,000 units at
A total of
Governance arrangements are also in place: six new directors joined the board, audit and compensation committees were formed, and indemnity agreements were signed. An administrative services agreement requires a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 27, 2026
(Exact name of registrant as specified in its charter)
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Identification Number)
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Registrant’s telephone number, including area code: (415 ) 538-3600
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 to the registrant under any of the
following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name of each exchange
on which registered
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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 January 27, 2026, the Registration Statement on Form S-1 (File No. 333-292681) (the “Registration Statement”) relating to the initial public offering (the “IPO”) of KRAKacquisition Corp, a Cayman Islands exempted company (the
“Company”) was declared effective by the U.S.
Securities and Exchange Commission, and the Company subsequently filed on January 27, 2026, a registration statement on Form S-1 (File No. 333-292995) pursuant to Rule 462(b) under the Securities Act of 1933, as amended, which was effective
immediately upon filing. On January 29, 2026, the Company consummated the IPO of 34,500,000 units (the “Units”), which includes Units issued pursuant to the full exercise of the underwriters’
option to purchase additional Units to cover overallotments. Each Unit consists of one Class A ordinary share, $0.0001 par value (the “Class A
Ordinary Shares”), and one-fourth of one redeemable warrant (the “Public Warrants”), each whole Public Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per
share, subject to adjustment. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $345,000,000 (before underwriting discounts and commissions and offering expenses). Further, in connection with the IPO, the
Company entered into the following agreements, forms of which were previously filed as exhibits to the Registration Statement:
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an Underwriting Agreement, dated January 27, 2026, between the Company and Santander US Capital Markets LLC, which contains customary
representations and warranties and indemnification of the underwriters by the Company;
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a Private Placement Warrants Purchase Agreement, dated January 27, 2026, between the Company and NCTK Sponsor LLC (the “Sponsor”), pursuant to which the Sponsor purchased 2,250,000
private placement warrants, each exercisable to purchase one Class A Ordinary Share at $11.50 per share, at a price of $1.00 per warrant (the “Private
Placement Warrants”);
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a Warrant Agreement, dated January 28, 2026, between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”), which sets forth the
expiration and exercise price of and procedure for exercising the Public Warrants and Private Placement Warrants; certain adjustment features of the terms of exercise; provisions relating to redemption and cashless exercise of the Public
Warrants and Private Placement Warrants; certain registration rights of the holders of Public Warrants and Private Placement Warrants; provision for amendments to the Warrant Agreement; and indemnification of the warrant agent by the
Company under the agreement;
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an Investment Management Trust Agreement, dated January 28, 2026, between the Company and Continental Stock Transfer & Trust Company, as
trustee, which establishes the trust account that will hold the net proceeds of the IPO proceeds and certain of the proceeds of the sale of the Private Placement Warrants, and sets forth the responsibilities of the trustee; the procedures
for withdrawal and direction of funds from the trust account; and indemnification of the trustee by the Company under the agreement;
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a Registration Rights Agreement, dated January 27, 2026, between the Company, the Sponsor and the other Holders (as defined therein) signatory
thereto, which provides for customary demand and piggy-back registration rights for the Holders, as well as certain transfer restrictions applicable to the Holders with respect to the Company securities they hold;
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a Letter Agreement, dated January 27, 2026, by and between the Company, the Sponsor and each of the officers and directors of the Company, pursuant
to which the Sponsor and each officer and director of the Company has agreed to vote any Class A Ordinary Shares held by him, her or it in favor of the Company’s initial business combination; to facilitate the liquidation and winding up of the Company if an initial business combination is not consummated within 24 months; to certain transfer restrictions with respect to
the Company’s securities; and to certain indemnification obligations of the Sponsor;
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an Administrative Services Agreement, dated January 27, 2026, between the Company and the Sponsor, pursuant to which, among other things, the
Sponsor has agreed to make available (or cause other persons to make available) office space, secretarial and administrative services, as may be required by the Company from time to time, for $30,000 per month until the earlier of the
Company’s initial business combination or liquidation; and
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indemnity agreements, each dated January 27, 2026, between the Company and each of the officers and directors of the Company, pursuant to which the
Company has agreed to indemnify each officer and director of the Company against certain claims that may arise in their roles as officers and directors of the Company.
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The above descriptions are qualified in their entirety by reference to the full text of the applicable agreement, each of which is
incorporated by reference herein and attached hereto as Exhibits 1.1, 10.1, 4.1, 10.2, 10.3, 10.4, 10.5 and 10.6 respectively.
Item 3.02
Unregistered Sales of Equity Securities.
Simultaneously with the consummation of the IPO and the issuance and sale of the Units, the Company consummated the private placement of
2,250,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, generating total proceeds of $2,250,000 (the “Private
Placement”). The Private Placement Warrants, which were purchased by the Sponsor, are identical to the Class A Ordinary Shares included in the Units
sold in the IPO, except as otherwise disclosed in the Company’s Registration Statement for its IPO.
Item 5.02
Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 27, 2026, in connection with the IPO, Boris Revsin, Robert Moore, Andrew Artz, Benjamin Davenport, Joshua
Rosenthal and Nikita Sachdev (the “New Directors” and, together with Ravikant Tanuku, the “Directors”) were appointed to the board of directors of the Company (the “Board”).
Mr. Artz, Mr. Davenport and Mr. Rosenthal will serve as members of the audit committee, with Mr. Artz serving as
chair of the audit committee. Mr. Artz and Ms. Sachdev will serve as members of the compensation committee, with Ms. Sachdev serving as chair of the compensation committee.
In January 2026, the Sponsor transferred 30,000 of the Company’s Class B ordinary shares to each of Mr. Artz, Mr.
Davenport, Mr. Rosenthal and Ms. Sachdev. The Company will reimburse the Directors for reasonable out-of-pocket expenses incurred in connection with fulfilling their roles as directors.
On January 27, 2026, in connection with their appointments to the Board, each of the members of the Board entered
into the Letter Agreement in the form filed as Exhibit 10.4 hereto.
On January 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.
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.
Item 5.03
Amendments to Memorandum and Articles of Association.
On January 27, 2026, the Company adopted its Second Amended and Restated Memorandum and Articles of Association. The Second Amended and
Restated Memorandum and Articles of Association is attached as Exhibit 3.1 hereto and is incorporated by reference herein.
Item 8.01
Other Events.
A total of $345,000,000 of the net proceeds from the IPO and the Private Placement (which includes the underwriters’ deferred discount of
up to $10,350,000) were placed in a trust account established for the benefit of the holders of the Class A Ordinary Shares included in the Units issued in the IPO with Continental Stock Transfer & Trust Company acting as trustee. Except with
respect to the permitted withdrawals as further described in the prospectus contained in the Registration Statement and to interest earned on the funds held in the trust account that may be released to the Company to pay its income tax obligations,
the funds held in the trust account will not be released from the trust account until the earliest of: (1) the completion of the Company’s initial business combination; (2) the redemption of any public shares properly submitted in connection with a
shareholder vote to amend the Company’s Second Amended and Restated Memorandum and Articles of Association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial business
combination or to redeem 100% of the Company’s public shares if the Company has not completed its initial business combination within 24 months from the closing of the IPO, or by such earlier liquidation date as the Company's board of directors may
approve or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity; and (3) the redemption of all of the Company’s 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.
On January 27, 2026, the Company effected a share capitalization with respect to the Company’s Class B ordinary shares, par value $0.0001
per share, of 1,437,500 shares thereof, resulting in the Company’s initial shareholders holding an aggregate of 8,625,000 Class B ordinary shares.
On January 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 January 30, 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.
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(d)
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Exhibits.
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1.1
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Underwriting Agreement, dated January 27, 2026, between the Company and Santander US Capital Markets LLC, as
representative of the several underwriters.
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3.1
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Second Amended and Restated Memorandum and Articles of Association.
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4.1
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Warrant Agreement, dated January 28, 2026, between Continental Stock Transfer & Trust Company and the Company.
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10.1
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Private Placement Warrants Purchase Agreement, dated January 27, 2026, between the Company and NCTK Sponsor LLC.
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10.2
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Investment Management Trust Account Agreement, dated January 28, 2026, between Continental Stock Transfer &
Trust Company and the Company.
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10.3
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Registration Rights Agreement, dated January 27, 2026, between the Company and certain security holders.
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10.4
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Letter Agreement, dated January 27, 2026, between the Company, NCTK Sponsor LLC and each of the officers and
directors of the Company.
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10.5
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Administrative Services Agreement, dated January 27, 2026, between the Company and the Sponsor.
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10.6
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Form of Indemnity Agreement, dated January 27, 2026, between the Company and each of the officers and directors
of the Company.
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99.1
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Press Release, dated January 27, 2026.
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99.2
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Press Release, dated January 30, 2026.
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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: February 2, 2026
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KRAKACQUISITION CORP
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By:
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/s/ Ravikant Tanuku
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Name:
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Ravikant Tanuku
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Title:
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Chief Executive Officer
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Exhibit 99.1
KRAKacquisition Corp Announces Pricing of Upsized $300,000,000 Initial Public Offering
Cheyenne WY, USA - 27th January, 2026 — KRAKacquisition Corp (“Company”) announced today the pricing of its initial public offering
of 30,000,000 units at $10.00 per unit. The units will be listed on the Nasdaq Global Market (“Nasdaq”) in the United States and trade under the ticker symbol “KRAQU” beginning on January 28, 2026. Each unit consists of one Class A ordinary share
and one-fourth of one redeemable warrant, with each warrant entitling the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share. When the securities comprising the units begin separate trading, the Company expects
that the Class A ordinary shares and warrants will be listed on Nasdaq under the symbols “KRAQ” and “KRAQW,” respectively. KRAQ expects the initial public offering to close on January 29, 2026, subject to customary closing conditions.
KRAKacquisition Corp was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase,
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.
Santander is acting as the sole book-running manager in the offering. The Company has granted the underwriters a 45-day option to
purchase up to 4,500,000 additional units at the initial public offering price to cover over-allotments, if any.
The Company is making the initial public offering only by means of a prospectus. When available, copies of the prospectus relating to
the offering may be obtained for free from the U.S. Securities and Exchange Commission website http://www.sec.gov and 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 sold in the initial public offering has been declared effective by the U.S.
Securities and Exchange Commission on January 27, 2026.
This press release shall not constitute an offer to sale 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 before 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,” including with respect to the initial public
offering and the anticipated use of the net proceeds thereof. 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 Company’s control, including those described in the Risk Factors section of the Company’s registration statement and preliminary prospectus for the
Company’s 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.
About KRAKacquisition Corp
KRAKacquisition Corp is a blank check company formed for the purpose of effecting a business combination with one or more operating
businesses. The Company is sponsored by an affiliate of Kraken.
Media Contacts
KRAKacquisition Corp
Conor McLarnon
+44 7749 080 683
Conor@lunapr.io
Exhibit 99.2
KRAKacquisition Corp Announces Closing of Upsized $345 Million Initial Public Offering and
Full Exercise of Over-Allotment Option
Cheyenne, WY, USA, January 29, 2026 — KRAKacquisition Corp (the “Company”), a special purpose acquisition company sponsored by an affiliate of Natural Capital, Tribe Capital, and Payward, Inc. (“Kraken”), today announced the closing of its previously announced upsized initial public offering of 34,500,000 units, including an additional 4,500,000 units sold pursuant to the full exercise by the
underwriter of its over-allotment option. The offering was priced at $10.00 per unit, resulting in gross proceeds of $345 million, before deducting underwriting discounts and commissions and other offering expenses payable by the Company.
The Company’s units began trading on the Nasdaq Global Market under the ticker symbol “KRAQU” on January 28,
2026. Each unit consists of one Class A ordinary share and one-fourth of one redeemable warrant, with each warrant entitling the holder thereof to purchase
one Class A ordinary share at a price of $11.50 per share. Once the securities comprising the units begin separate trading, the Class A ordinary shares and warrants are expected to be listed on the Nasdaq Global Market under the ticker symbols “KRAQ”
and “KRAQW,” respectively.
KRAKacquisition Corp was formed for the purpose of effecting a merger, share exchange, asset acquisition, share
purchase, 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.
Santander US Capital Markets LLC is acting as the sole underwriter for the offering. The offering was made only
by means of a prospectus, copies of which 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 on Form S-1 relating to the securities became effective on January 27, 2026, in
accordance with Section 8(a) of the Securities Act of 1933, as amended. 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,” including with respect to
the initial public offering and the anticipated use of the net proceeds thereof. No assurance can be given that the Company will ultimately complete a business combination 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 Company’s control, including those described in the Risk Factors section of the Company’s registration statement and preliminary prospectus for the Company’s
offering filed with the U.S. Securities and Exchange Commission (the “SEC”). Copies are available on the SEC’s website, at 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.
About KRAKacquisition Corp
KRAKacquisition Corp is a blank check company formed for the purpose of effecting a business combination with one or more
operating businesses. The Company is sponsored by an affiliate of Kraken.
Media Contacts
KRAKacquisition
Corp
Conor
McLarnon
+44
7749 080 683
Conor@lunapr.io
KRAKacquisition Corp