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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):
October 6, 2026
M EVO GLOBAL ACQUISITION CORP II
(Exact name of registrant as specified in its charter)
| Cayman Islands |
|
001-43089 |
|
N/A |
| (State or other jurisdiction |
|
(Commission File Number) |
|
(IRS Employer |
| of incorporation) |
|
|
|
Identification No.) |
2727 LBJ Freeway, Suite 1010, Farmers Branch, TX
75234
(Address of principal executive offices, including
zip code)
(214) 775-0614
(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 |
| Units, each consisting of one Class A ordinary share and one-half of one Redeemable Warrant |
|
MEVOU |
|
The Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share |
|
MEVO |
|
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 |
|
MEVOW |
|
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 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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.
Appointment of Richard Majlinder as Director
On October 6, 2026, the Board of Directors (the
“Board”) of M Evo Global Acquisition Corp II (the “Company”) appointed Richard Majlinder (“Mr. Majlinder”)
as a director of the Company, effective immediately, to fill the vacancy on the Board. Mr. Majlinder will serve as a member of the third
class of directors, whose term will expire at the third annual general meeting of the Company. The Board has determined that Mr. Majlinder
qualifies as independent under the Nasdaq listing standards and is an “audit committee financial expert.” Mr. Majlinder has
been appointed to serve on the Audit Committee and the Compensation Committee of the Board.
Mr. Majlinder, age 54, has served as
Director and Chief Investment Officer of Maranello Capital, an Australian private wealth fund, since 2020. He has served as a
director of Kallipr Holdings since 2018. Since 2020, he has served as a non-executive director of Stanmore Resources Limited, where
he is chair of the Audit & Risk Committee and a member of the Remuneration and Nominations Committee. Since 2023, he has served
as a non-executive director of Optical Fibre Systems and Alii Technologies.
From 2016 to 2020, Mr. Majlinder served as Chief
Commercial Officer of Madison Group Enterprises. Prior to 2016, he held several roles at PwC Australia, including Partner leading PwC
Private Clients’ Advisory practice in Brisbane and Principal/Director leading mergers and acquisitions assignments, financial due
diligence, IPOs and capital raisings, and business valuations. Before that, he served as Head of Finance, Ventures & Business Development
of Walt Disney Television in London.
Mr. Majlinder is a Fellow of the Institute of
Chartered Accountants in England and Wales, a member of the Institute of Chartered Accountants in Australia and New Zealand and a member
of the Australian Institute of Company Directors. He holds a BSc (Econ) Hons from the London School of Economics.
There are no family relationships between Mr.
Majlinder and any director or executive officer of the Company. There are no arrangements or understandings between Mr. Majlinder and
any other person pursuant to which he was selected to serve as a director of the Company. There are no transactions between Mr. Majlinder
and the Company that would be required to be reported pursuant to Item 404(a) of Regulation S-K.
In connection with Mr. Majlinder’s appointment,
the Company has entered into a letter agreement (the “Letter Agreement”) and an indemnity agreement (the “Indemnity
Agreement”) with Mr. Majlinder, each dated October 12, 2026. The Letter Agreement incorporates certain terms and conditions of the
Company’s letter agreement dated January 29, 2026 (the “Existing Letter Agreement”), to provide that Mr. Majlinder has
substantially the same rights and obligations as certain other directors under that agreement. The Indemnity Agreement incorporates certain
terms and conditions of the Company’s indemnity agreement dated January 29, 2026 (the “Existing Indemnity Agreement”
and, together with the Existing Letter Agreement, the “Existing Agreements”), to provide that Mr. Majlinder has substantially
the same rights and obligations as certain other directors under that agreement. The Existing Agreements were filed as Exhibits 10.2 and
10.9, respectively, to the Company’s Current Report on Form 8-K filed on February 3, 2026.
The foregoing descriptions do not purport to be
complete and are qualified in their entirety by reference to the Letter Agreement and the Indemnity Agreement, which are filed as Exhibits 10.1
and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 10.1 |
|
Letter Agreement, dated October 12, 2026, between M Evo Global Acquisition Corp II and Richard Majlinder. |
| 10.2 |
|
Indemnity Agreement, dated October 12, 2026, between M Evo Global Acquisition Corp II and Richard Majlinder. |
| 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.
| |
M EVO GLOBAL ACQUISITION CORP II |
| |
|
| Date: October 13, 2026 |
By: |
/s/ Ashley Zumwalt-Forbes |
| |
Name: |
Ashley Zumwalt-Forbes |
| |
Title: |
Chief Executive Officer |
