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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): February 18, 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
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
2727
LBJ Freeway Suite 1010
Farmers Branch, TX 75234
(Address of principal executive offices, including zip code)
Tel:
(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 warrant exercisable to purchase one Class A ordinary share at $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
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 8.01.
Other Events.
On
February 18, 2026, M Evo Global Acquisition Corp II (the “Company”) announced that, on or about February 19, 2026,
the holders of the Company’s units (the “Units”) may elect to separately trade the Class A ordinary shares and
rights included in the Units. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrant
entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. Any Units not
separated will continue to trade on the Global Market tier of The Nasdaq Stock Market, LLC. (“Nasdaq”) under the symbol
“MEVOU.” Any underlying Class A ordinary shares and warrants that are separated will trade on Nasdaq under the symbols “MEVO”
and “MEVOW,” respectively. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust
Company, the Company’s transfer agent, in order to separate the holders’ Units into Class A ordinary shares and warrants.
A
copy of the press release issued by the Company announcing the separate trading of the securities underlying the Units is attached hereto
as Exhibit 99.1.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press
Release dated February 18, 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.
| |
M
EVO GLOBAL ACQUISITION CORP II |
| |
|
|
| |
By: |
/s/
Stephen Silver |
| |
|
Name: |
Stephen
Silver |
| |
|
Title: |
Chief
Executive Officer |
| |
|
|
| Dated:
February 18, 2026 |
|
|
Exhibit 99.1
M Evo Global
Acquisition Corp II Announces the Separate Trading of its Class A Ordinary Shares and Warrants Commencing February 19, 2026
NEW YORK, Feb. 18, 2026 (GLOBE NEWSWIRE) -- M Evo Global Acquisition Corp II (the “Company”), a special purpose acquisition company
formed as a Cayman Islands exempted company, today announced that commencing February 19, 2026, holders of the units sold in the Company’s
initial public offering completed on February 2, 2026, may elect to separately trade the Class A ordinary shares of the Company and the
warrants included in such units on the Nasdaq Global Market tier of The Nasdaq Stock Market LLC (“Nasdaq”). Each unit
consists of one Class A ordinary share of the Company, $0.0001 par value per share, and one-half of one redeemable warrant, each whole
warrant entitling the holder to purchase one Class A ordinary share upon exercise, at a price of $11.50 per share.
The Class A ordinary
shares and warrants that are separated will trade on Nasdaq under the symbols “MEVO” and “MEVOW,” respectively.
No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Those units not separated will
continue to trade on Nasdaq under the symbol “MEVOU.” Holders of units will need to have their brokers contact Continental
Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the units into Class A ordinary shares and
warrants.
The units were
initially offered by the Company in an underwritten offering. Cohen & Company Capital Markets, a division of Cohen & Company
Securities, LLC acted as lead book-running manager and Clear Street LLC acted as co-manager of the offering.
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.
About M Evo
Global Acquisition Corp II
M Evo Global Acquisition
Corp II is a blank check company incorporated as a Cayman Islands exempted company and 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
in any industry, sector or geographic location, with a focus on companies that own, operate, or are developing assets in the critical
minerals sector that are fundamental to the economic and national security interests of the United States..
Forward-Looking Statements
This press release
contains statements that constitute “forward-looking statements,” including with respect to the Company’s initial public
offering and the Company’s search for and/or completion of an initial business combination. No assurance can be given that the
offering will be completed on the terms described, or at all, or that the Company will complete an initial business combination. Forward-looking
statements are subject to numerous risks, conditions and other uncertainties, many of which are beyond the control of the Company, including
those set forth in the Risk Factors section of the Company’s prospectus for the Company’s offering filed with the U.S. Securities
and Exchange Commission (the “SEC”), declared effective on January 31, 2026. Copies of these documents 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.
Contacts
Ashley Zumwalt-Forbes
M Evo Global Acquisition Corp II
azf@evo-spac.com
