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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 3, 2026
LONG TABLE GROWTH CORP.
(Exact name of registrant as specified in its charter)
| Cayman Islands |
|
001-43324 |
|
N/A |
| (State or other jurisdiction |
|
(Commission File Number) |
|
(IRS Employer |
| of incorporation) |
|
|
|
Identification No.) |
8400 Westchester Drive, Suite 212
Dallas, Texas 75225
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including
area code: (469) 619-7399
Not Applicable
(Former name or former address, if changed since last report)
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, $0.0001 par value, and one-half of one redeemable warrant |
|
LTGRU |
|
The Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 |
|
LTGR |
|
The Nasdaq Stock Market LLC |
| Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share |
|
LTGRW |
|
The Nasdaq Stock Market LLC |
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)) |
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 June 5, 2026, Long Table
Growth Corp. (the “Company”) consummated its initial public offering (“IPO”) of 17,250,000 units (the “Units”),
including 2,250,000 units sold pursuant to the full exercise of the underwriter’s over-allotment option. 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-half of one redeemable
warrant (the “Warrants”). The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $172,500,000.
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. 333-292835) for the IPO, initially filed with the U.S. Securities and Exchange Commission (the “Commission”)
on January 20, 2026, as amended (the “Registration Statement”):
| ● | An Underwriting Agreement, dated June 3, 2026, by and between
the Company and Santander US Capital Markets LLC, as representative of the underwriters, a copy of which is attached as Exhibit 1.1 hereto
and incorporated herein by reference. |
| ● | A Warrant Agreement, dated June 3, 2026, by and between the
Company and Continental Stock Transfer & Trust Company, as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated
herein by reference. |
| ● | A Letter Agreement, dated June 3, 2026 (the “Letter
Agreement”), by and among the Company, its executive officers and its directors, and the Company’s sponsor, Long Table Growth
Sponsor LLC (the “Sponsor”), a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference. |
| ● | An Investment Management Trust Agreement, dated June 3, 2026, by and 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 June 3, 2026, by and
among the Company and the Sponsor, a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference. |
| ● | A Private Placement Warrants Purchase Agreement, dated June
3, 2026, by and between the Company and the Sponsor (the “Private Placement Warrants Purchase Agreement”), a copy of which
is attached as Exhibit 10.4 hereto and incorporated herein by reference. |
| ● | An Administrative Services and Indemnification Agreement,
dated June 3, 2026, by and among the Company, the Sponsor and Long Table Growth Partners, a copy 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 Warrants Purchase Agreement, the Company completed the private sale of 3,600,000 warrants
(the “Private Placement Warrants”) at the initial public offering price of $1.00 per warrant (for an aggregate purchase price
of $3,600,000). The Private Placement Warrants are identical to the Warrants sold in the IPO, except as otherwise disclosed in the Registration
Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Warrants
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 June 3, 2026, in connection
with the IPO, Rich Riley, Benjamin Doramus and Amir Husain were appointed to the board of directors of the Company (the “Board”).
Each of Messrs. Riley, Doramus and Husain is an independent director. Effective June 3, 2026, Mr. Riley, Mr. Doramus and Mr. Husain were
appointed to the Board’s Audit Committee and Mr. Riley and Mr. Husain were appointed to the Compensation Committee, with Mr. Doramus
serving as chairman of the Audit Committee and Mr. Riley serving as chairman of the Compensation Committee.
Following the appointment
of Mr. Riley, Mr. Doramus and Mr. Husain, the Board is comprised of the following three classes: the term of office of the first class
of directors consists of Mr. Husain and will expire at the Company’s first annual meeting of shareholders; the term of office of
the second class of directors consists of Mr. Riley and Mr. Doramus and will expire at the Company’s second annual meeting of shareholders;
and the term of office of the third class of directors consists of Gregory Ethridge and Joshua Ernst will expire at the Company’s
third annual meeting of shareholders.
On June 3, 2026, in connection
with their appointments to the Board, each of the members of the Board entered into the Letter Agreement as well as an indemnity agreement
with the Company in the form previously filed as Exhibit 10.5 to the Registration Statement.
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 Exhibit 10.1 hereto and Exhibit 10.5 to the Registration
Statement, respectively, and are incorporated herein by reference.
Item 5.03. Amendments to Certificate of Incorporation
or Bylaws; Change in Fiscal Year.
On June 3, 2026, in connection
with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association (the “Amended Charter”),
effective the same day. The terms of the Amended Charter are set forth in the Registration Statement 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 $173,362,500,
comprised of $172,250,000 of the proceeds from the IPO (which amount includes $5,175,000 of the underwriters’ deferred discount)
and $1,112,500 representing certain proceeds of the sale of the Private Placement Warrants, 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 held in the
trust account that may be released to the Company to pay its taxes, if any, the funds held in the trust account will not be released from
the trust account until the earliest of (i) in connection with the completion of the Company’s initial business combination, (ii)
the redemption of any Class A Ordinary Shares properly submitted in connection with a shareholder vote to amend the Company’s Amended
Charter (A) to modify the substance or timing of the Company’s obligation to provide for the redemption of its Class A Ordinary
Shares in connection with an initial business combination or to redeem 100% of the Company’s Class A Ordinary Shares if the Company
has not consummated an initial business combination within 18 months from the closing of the IPO or (B) with respect to any other material
provisions relating to shareholders’ rights or pre-initial business combination activity; or (iii) absent an initial business combination
within 18 months of the closing of the IPO, the Company’s return of the funds held in the trust account to its public shareholders
as part of its redemption of the Class A Ordinary Shares.
On June 3, 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 June 5, 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
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 1.1 |
|
Underwriting Agreement, dated June 3, 2026, by and between the Company and Santander US Capital Markets LLC as representative of the underwriters. |
| 3.1 |
|
Amended and Restated Memorandum and Articles of Association. |
| 4.1 |
|
Warrant Agreement, dated June 3, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent. |
| 10.1 |
|
Letter Agreement, dated June 3, 2026, by and among the Company, its executive officers and its directors and Long Table Growth Sponsor LLC. |
| 10.2 |
|
Investment Management Trust Agreement, dated June 3, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee. |
| 10.3 |
|
Registration Rights Agreement, dated June 3, 2026, by and among the Company and the Sponsor. |
| 10.4 |
|
Private Placement Warrants Purchase Agreement, dated June 3, 2026, by and between the Company and Long Table Growth Sponsor LLC. |
| 10.5 |
|
Administrative Services and Indemnification Agreement, dated June 3, 2026, by and among the Company Long Table Growth Sponsor LLC and Long Table Partners LLC. |
| 99.1 |
|
Press Release, dated June 3, 2026. |
| 99.2 |
|
Press Release, dated June 5, 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.
| |
LONG TABLE GROWTH CORP. |
| |
|
|
| |
By: |
/s/ Gregory Ethridge |
| |
|
Name: |
Gregory Ethridge |
| |
|
Title: |
Chief Executive Officer and Chairman |
Dated: June 5, 2026
4
Exhibit 99.1
Long Table Growth Corp. Announces Pricing of $150 Million Initial
Public Offering
DALLAS, TX, June 03, 2026 (GLOBE NEWSWIRE) -- Long Table Growth Corp.
(the “Company”) today announced the pricing of its initial public offering of 15,000,000 units at a price of $10.00 per unit.
The units are expected to commence trading on The Nasdaq Global Market (“Nasdaq”) under the ticker symbol “LTGRU”
beginning on June 4, 2026. Each unit sold in the offering consists of one Class A ordinary share and one-half of one redeemable warrant,
with each whole warrant exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to certain adjustments.
Only whole warrants will be exercisable. Once the securities comprising the units begin separate trading, the Class A ordinary shares
and warrants are expected to be listed on Nasdaq under the symbols “LTGR” and “LTGRW,” respectively. The offering
is expected to close on June 5, 2026, subject to customary closing conditions.
Long Table Growth Corp. is a blank check company 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 an initial business combination in any industry, sector or geographic region,
it expects to target a prospective target business that fits within its management team’s historical areas of business expertise.
The Company's management team’s long track record includes varied investments across financial technology, property technology,
industrial technology/infrastructure and energy transition.
Santander is acting as the sole book-running manager for the offering.
The Company has granted the underwriters a 45-day option to purchase up to an additional 2,250,000 units at the initial public offering
price to cover over-allotments, if any.
A registration statement relating to these securities was declared
effective by the U.S. Securities and Exchange Commission (the “SEC”) on June 3, 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 being made only by means of a prospectus. Copies of
the prospectus may be obtained, when available, from Santander US Capital Markets LLC, 437 Madison Avenue, New York, New York 10022, Attention:
ECM Syndicate, by email at equity-syndicate@santander.us, by telephone at 833-818-1602 or by visiting the SEC’s website at www.sec.gov.
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 from the
offering. 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, or that the Company will ultimately complete a business combination transaction.
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 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.
CONTACT
Investor Relations
ltp@longtablepartners.com
Exhibit 99.2
Long Table Growth Corp. Announces Closing of $172.5 Million Initial
Public Offering Including Exercise of Underwriters’ Over-Allotment Option in Full
DALLAS, TX, June 05, 2026 (GLOBE NEWSWIRE) -- Long Table Growth Corp.
(Nasdaq: LTGRU) (the “Company”) today announced the closing of its initial public offering of 17,250,000 units, which includes
2,250,000 units issued pursuant to the exercise by the underwriter of its over-allotment option in full, at a public offering price of
$10.00 per unit. Each unit consists of one Class A ordinary share and one-half of one redeemable warrant, with each whole warrant exercisable
to purchase one Class A ordinary share at a price of $11.50 per share.
The units are listed on The Nasdaq Global Market (“Nasdaq”)
and commenced trading under the ticker symbol “LTGRU” on June 4, 2026. Once the securities comprising the units begin separate
trading, the Class A ordinary shares and warrants are expected to be listed on Nasdaq under the symbols “LTGR” and “LTGRW,”
respectively.
Concurrently with the closing of the initial public offering, the Company
closed on a private placement of an aggregate of 3,600,000 warrants at a price of $1.00 per warrant, resulting in gross proceeds of $3,600,000.
Long Table Growth Sponsor LLC, the Company’s sponsor, purchased 3,600,000 private placement warrants. Each private placement warrant
is exercisable to purchase one Class A ordinary share at a price of $11.50 per share. Of the proceeds received from the consummation of
the initial public offering and the simultaneous private placement of warrants, $173,362,500 (or $10.05 per unit sold in the public offering)
was placed in trust.
Long Table Growth Corp. is a blank check company 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 an initial business combination in any industry, sector or geographic region,
it expects to target a prospective target business that fits within its management team’s historical areas of business expertise.
The Company’s management team’s long track record includes varied investments across financial technology, property technology,
industrial technology/infrastructure and energy transition.
Santander acted as the sole book-running manager for the offering.
A registration statement relating to these securities was declared
effective by the U.S. Securities and Exchange Commission (the “SEC”) on June 3, 2026. 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.
The offering was made only by means of a prospectus. Copies of the
prospectus may be obtained from Santander US Capital Markets LLC, 437 Madison Avenue, New York, New York 10022, Attention: ECM Syndicate,
by email at equity-syndicate@santander.us, by telephone at 833-818-1602
or by visiting the SEC’s website at www.sec.gov.
FORWARD-LOOKING STATEMENTS
This press release contains statements that constitute “forward-looking
statements,” including with respect to the Company’s search for an initial business combination and the anticipated use of
the net proceeds of the initial public offering and simultaneous private placement. No assurance can be given that the net proceeds of
the offering will be used as indicated, or that the Company will ultimately complete a business combination transaction. 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 for the 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.
CONTACT
Investor Relations
ltp@longtablepartners.com