false
--12-31
0002081468
00-0000000
0002081468
2025-12-09
2025-12-09
0002081468
MESH:UnitsEachConsistingOfOneClassOrdinaryShare0.0001ParValueAndOnethirdOfOneRedeemableWarrantMember
2025-12-09
2025-12-09
0002081468
MESH:ClassOrdinarySharesParValue0.0001PerShareMember
2025-12-09
2025-12-09
0002081468
MESH:WarrantsEachWholeWarrantExercisableForOneClassOrdinaryShareAtExercisePriceOf11.50PerShareMember
2025-12-09
2025-12-09
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
December 9, 2025
MESHFLOW ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Cayman Islands |
|
001-43000 |
|
N/A |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
406 N. Sangamon Street
Chicago, Illinois 60642
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (708) 232-0749
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, and one-third of one redeemable warrant |
|
MESHU |
|
The Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share |
|
MESH |
|
The Nasdaq Stock Market LLC |
| Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share |
|
MESHW |
|
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 December 11, 2025, Meshflow
Acquisition Corp. (the “Company”) consummated its initial public offering (“IPO”) of 34,500,000
units (the “Units”), including the issuance of 4,500,000 Units as a result of the underwriters’ exercise of the
over-allotment option in full. 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-third of one redeemable warrant of the Company (each whole warrant, a “Warrant”),
with each Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment, beginning
30 days after the completion of the Company’s initial business combination. The Units were sold at a price of $10.00 per Unit, generating
gross proceeds to the Company of $345,000,000.
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. 333-290175) for the IPO, initially filed with the U.S. Securities and Exchange Commission (the “Commission”)
on September 10, 2025, as amended (the “Registration Statement”):
| ● | An Underwriting Agreement, dated December 9, 2025, by and
between the Company and Cantor Fitzgerald & Co., as representative of the underwriters (the “Representative”),
a copy of which is attached as Exhibit 1.1 hereto and is incorporated herein by reference. |
| ● | A Warrant Agreement, dated December 9, 2025, by and between
the Company and Continental Stock Transfer & Trust company (“Continental”), as warrant agent, a copy of which
is attached as Exhibit 4.1 hereto and is incorporated herein by reference. |
| ● | A Letter Agreement, dated December 9, 2025, by and among the
Company, its executive officers, its directors, its advisors and Meshflow Acquisition Sponsor LLC, the Company’s sponsor (the “Sponsor”),
a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference. |
| ● | An Investment Management Trust Agreement, dated December 9,
2025, by and between the Company and Continental, as trustee, a copy of which is attached as Exhibit 10.2 hereto and is incorporated
herein by reference. |
| ● | A Registration Rights Agreement, dated December 9, 2025, by
and among the Company, the Sponsor and the holders signatory thereto, a copy of which is attached as Exhibit 10.3 hereto and is incorporated
herein by reference. |
| ● | A Private Placement Warrants Purchase Agreement, dated December
9, 2025, by and between the Company and the Sponsor (the “Sponsor Private Placement Warrants Purchase Agreement”),
a copy of which is attached as Exhibit 10.4 hereto and is incorporated herein by reference. |
| ● | A Private Placement Warrants Purchase Agreement, dated December
9, 2025, by and between the Company and the Representative (the “Cantor Private Placement Warrants Purchase Agreement”,
a copy of which is attached as Exhibit 10.5 hereto and is incorporated herein by reference. |
| ● | A Private Placement
Warrants Purchase Agreement, dated December 9, 2025, by and between the Company and Odeon
Capital Group, LLC (“Odeon” and, together with the Representative, the
“Underwriters”) (the “Odeon Private Placement Warrants Purchase
Agreement” and, together with the Sponsor Private Placement Warrants Purchase Agreement
and the Cantor Private Placement Warrants Purchase Agreement, the “Private Placement
Warrants Purchase Agreements”), a copy of which is attached as Exhibit 10.6 hereto
and is incorporated herein by reference. |
| ● | An Administrative Services and Indemnification Agreement,
dated December 9, 2025, by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.7 hereto and is incorporated
herein by reference. |
The material terms of such
agreements are fully described in the Company’s final prospectus, dated December 9, 2025, as filed with the Commission on December
11, 2025 (the “Prospectus”) and are incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
On December 11, 2025,
simultaneously with the closing of the IPO, pursuant to the Private Placement Warrants Purchase Agreements, the Company completed
the private sale of an aggregate of 5,333,333 warrants (the “Private Placement
Warrants”) to the Sponsor and the Underwriters at a purchase price of $1.50 per Private Placement Warrant, generating
gross proceeds to the Company of $8,000,000. Of the 5,333,333 Private Placement Warrants, the Sponsor purchased 3,333,333 Private
Placement Warrants, the Representative purchased 1,400,000 Private Placement Warrants and Odeon purchased 600,000 Private Placement
Warrants. The Private Placement Warrants (and underlying securities) are identical to the Warrants included as part of the Units
sold in the IPO, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid
with respect to the sale of the Private Placement Warrants. 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 December 9, 2025, in connection
with the IPO, Patrick Daugherty, Renata Szkoda, Ryan Shea and Tal Broda were appointed to the board of directors of the Company. Each
of Patrick Daugherty, Renata Szkoda, Ryan Shea and Tal Broda are independent directors. Effective December 9, 2025, Patrick Daugherty,
Renata Szkoda and Ryan Shea were appointed to the Board’s Audit Committee and Patrick Daugherty and Tal Broda were appointed to
the Board’s Compensation Committee, with Renata Szkoda and Tal Broda serving as chair of the Audit Committee and chair of the Compensation
Committee, respectively.
Following the
appointment of Patrick Daugherty, Renata Szkoda, Ryan Shea and Tal Broda the Board is comprised of three classes. The term of
office of the first class of directors, Class I, consisting of Tal Broda, will expire at the Company’s first annual meeting of
shareholders. The term of office of the second class of directors, Class II, consisting of Ryan Shea and Renata Szkoda, will expire
at the Company’s second annual meeting of shareholders. The term of office of the third class of directors, Class III,
consisting of Patrick Daugherty and Bartosz Lipiński, will expire at the Company’s third annual meeting of
shareholders.
On
December 9, 2025, 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 10.7 to the Registration Statement. In addition,
each of Patrick Daugherty, Renata Szkoda, Ryan Shea and Tal Broda received 30,000 Class B ordinary shares of the Company as compensation
for their service as directors to the Company.
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 10.7 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
December 9, 2025, in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association (the
“Amended Articles”), effective the same day. The terms of the Amended Articles are set forth in the Registration Statement
and are incorporated herein by reference. A copy of the Amended Articles is attached as Exhibit 3.1 hereto and incorporated herein by
reference.
Item 8.01. Other Events.
A
total of $345,000,000 of the proceeds from the IPO (which amount includes up to $6,900,000 of the underwriters’ deferred commission)
and the sale of the Private Placement Warrants, was placed in a U.S.-based trust account maintained by Continental, 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 (which
shall exclude any 1% U.S. federal excise tax on stock repurchases under the Inflation Reduction Act of 2022 that is imposed on us, if
any) and up to $100,000 of interest to pay liquidation 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 or an earlier redemption in connection
with the commencement of the consummation of the initial business combination if the Company determines it is desirable to facilitate
the completion of the initial business combination, (ii) the redemption of the Class A Ordinary Shares included in the Units sold in the
IPO (the “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 or (iii) the redemption of any of the public shares properly submitted in connection
with a shareholder vote to amend the Company’s Amended Articles (A) to modify the substance or timing of the Company’s obligation
to allow redemption in connection with its initial business combination or to redeem 100% of its public shares if it has not consummated
an initial business combination within 24 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.
On December 9, 2025, 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 December 11, 2025, 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 December 9, 2025, by and between the Company and the Representative. |
| 3.1 |
|
Amended and Restated Memorandum and Articles of Association. |
| 4.1 |
|
Warrant Agreement, dated December 9, 2025, by and between the Company and Continental, as warrant agent. |
| 10.1 |
|
Letter Agreement, dated December 9, 2025, by and among the Company, its executive officers, its directors and the Sponsor. |
| 10.2 |
|
Investment Management Trust Agreement, dated December 9, 2025, by and between the Company and Continental, as trustee. |
| 10.3 |
|
Registration Rights Agreement, dated December 9, 2025, by and among the Company, the Sponsor and the Holders signatory thereto. |
| 10.4 |
|
Private Placement Warrants Purchase Agreement, dated December 9, 2025, by and between the Company and the Sponsor. |
| 10.5 |
|
Private Placement Warrants Purchase Agreement, dated December 9, 2025, by and between the Company and the Representative. |
| 10.6 |
|
Private Placement Warrants Purchase Agreement, dated December 9, 2025, by and between the Company and Odeon. |
| 10.7 |
|
Administrative Services and Indemnification Agreement, dated December 9, 2025, by and between the Company and the Sponsor. |
| 99.1 |
|
Press Release, dated December 9, 2025. |
| 99.2 |
|
Press Release, dated December 11, 2025. |
| 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.
| |
MESHFLOW ACQUISITION CORP. |
| |
|
|
| |
By: |
/s/ Bartosz Lipiński |
| |
|
Name: |
Bartosz Lipiński |
| |
|
Title: |
Chief Executive Officer, Chief Financial Officer and Chairman |
| |
|
|
| Dated: December 15, 2025 |
|
|
