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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):
July 16, 2026 (July 8, 2026)
Mercator Acquisition Corp.
(Exact name of registrant as specified in its
charter)
| Cayman Islands |
|
001-43389 |
|
98-1905384 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
85 Washington St, 1F
Stamford, CT 06902
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (203) 930-2200
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-fourth of one Redeemable Warrant |
|
MRCOU |
|
The Nasdaq Stock Market LLC |
| |
|
|
|
|
| Class A Ordinary Shares, par value $0.0001 per share |
|
MRCO |
|
The Nasdaq Stock Market LLC |
| |
|
|
|
|
| Redeemable Warrants, each whole warrant exercisable for one Class ordinary share at a price of $11.50 per share |
|
MRCOW |
|
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 1.01. Entry into a Material Definitive Agreement.
On July 10, 2026, Mercator
Acquisition Corp. (the “Company”) consummated its initial public offering (the “IPO”) of 17,250,000
units, including 2,250,000 units issued pursuant to the full exercise by the underwriter of its over-allotment option (the “Units”).
Each Unit consists of one Class A ordinary share, par value $0.0001 per share (“Class A Ordinary Shares”), and one-half
of one redeemable warrant of the Company (“Warrant”), with each whole Warrant entitling the holder thereof to purchase
one Class A ordinary share for $11.50 per share. 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. 333-293902) related to the IPO, originally
filed with the U.S. Securities and Exchange Commission (the “Commission”) on March 2, 2026 (as amended, the “Registration
Statement”):
| ● | An Underwriting Agreement, dated July 8, 2026, by and among
the Company, Clear Street LLC (the “Underwriter”), a copy of which is attached as Exhibit 1.1 hereto and incorporated
herein by reference. |
| ● | A Warrant Agreement, dated July 8, 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. |
| ● | An Investment Management Trust Agreement, dated July 8, 2026,
by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.1
hereto and incorporated herein by reference. |
| ● | A Registration Rights Agreement, dated July 8, 2026, by and
among the Company, the Company’s sponsor, Mercator Investor Holdings, LLC (the “Sponsor”) and the Underwriter,
a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference. |
| ● | A Private Placement Warrants Purchase Agreement, dated July
8, 2026 (the “Sponsor Warrant Purchase Agreement”), by and between the Company and the Sponsor, a copy of which is
attached as Exhibit 10.3(a) hereto and incorporated herein by reference. |
| ● | A Private Placement Warrants Purchase Agreement, dated July
8, 2026 (the “Underwriter Warrant Purchase Agreement,” and together with the Sponsor Warrant Purchase Agreement, the
“Warrant Purchase Agreements”), by and between the Company and the Underwriter, a copy of which is attached as Exhibit
10.3(b) hereto and incorporated herein by reference. |
| ● | A Letter Agreement, dated July 8, 2026, by and among the
Company, its officers, its directors and the Sponsor, a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference. |
| |
● |
An Administrative Support Agreement, dated July 8, 2026, by and among the Company and the Sponsor, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference. |
| |
● |
A Zenith Advisory Agreement, dated July 8, 2026, by and among the Company and Zenith Securities, LLC, a copy of which is attached as Exhibit 10.6 hereto and incorporated herein by reference. |
| |
● |
A Founder Share Transfer Agreement, dated July
8, 2026 between Sponsor and Clear Street LLC., a copy of which is attached as Exhibit 10.7 hereto and incorporated herein by reference.
|
Item 3.02. Unregistered Sales of Equity Securities.
Simultaneously with the closing
of the IPO, pursuant to the Warrant Purchase Agreements, the Company completed the private sale of an aggregate of 4,500,000 warrants
(the “Private Placement Warrants”) to the Sponsor and the Underwriter at a purchase price of $1.00 per Private Placement
Warrant, generating gross proceeds to the Company of $4,500,000. The Private Placement Warrants are identical to the Warrants included
in the Units sold as part of the Units 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 5.03. Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
The Company’s Amended
and Restated Memorandum and Articles of Association (the “Memorandum and Articles”) was approved on July 8, 2026. A
description of the Memorandum and Articles is contained in the section of the prospectus, dated July 8, 2026 pursuant to Rule 424(b) under
the Securities Act (the “Prospectus”), entitled “Description of Securities” and is incorporated herein
by reference. The description is qualified in its entirety by reference to the full text of the Memorandum and Articles, which is attached
as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated into this Item 5.03 by reference.
Item 8.01. Other Events.
A total of $172,500,000 of
the proceeds from the IPO (which amount includes $7,350,000 of the underwriter’s deferred discount) 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 (less up to $100,000 interest to pay dissolution
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, (ii) the redemption of any of the Company’s public shares properly submitted in
connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (a) to modify the substance
or timing of its obligation to redeem 100% of the Company’s public shares if it does not complete its initial business combination
within 18 months from the closing of the IPO or (b) with respect to any other provision relating to stockholders’ rights or pre-initial
business combination activity and (iii) the redemption of the Company’s public shares if it is unable to complete its initial business
combination within 24 months from the closing of the IPO, subject to applicable law.
On July 8, 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 July 10, 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
The following exhibits are
being filed herewith:
| Exhibit No. |
|
Description |
| |
|
|
| 1.1 |
|
Underwriting Agreement, dated July 8, 2026, by and between the Company and Clear Street LLC |
| 3.1 |
|
Amended and Restated Memorandum and Articles of Association. |
| 4.1 |
|
Warrant Agreement, dated July 8, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent. |
| 10.1 |
|
Investment Management Trust Agreement, dated July 8, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee. |
| 10.2 |
|
Registration Rights Agreement, dated July 8, 2026, by and among the Company, the Sponsor and the Underwriter. |
| 10.3(a) |
|
Private Placement Warrants Purchase Agreement, dated July 8, 2026, by and between the Company and the Sponsor. |
| 10.3(b) |
|
Private Placement Warrants Purchase Agreement, dated July 8, 2026, by and between the Company and the Underwriter. |
| 10.4 |
|
Letter Agreement, dated July 8, 2026, by and among the Company, its officers, its directors and the Sponsor. |
| 10.5 |
|
Administrative Support Agreement, dated July 8, 2026, between the Company and the Sponsor. |
| 10.6 |
|
Zenith Agreement, dated July 8, 2026, between Company and Zenith Securities, LLC |
| 10.7 |
|
Founder Share Transfer Agreement, dated July 8, 2026 between Sponsor and Clear Street LLC. |
| 99.1 |
|
Press Release, dated July 8, 2026. |
| 99.2 |
|
Press Release, dated July 10, 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.
| |
Mercator Acquisition Corp. |
| |
|
|
| |
By: |
/s/ Shawn Matthews |
| |
Name: |
Shawn Matthews |
| |
Title: |
Chairman and Chief Executive Officer |
| |
|
|
| Dated: July 16, 2026 |
|
|
Exhibit 99.1
Mercator Acquisition Corp. Announces Pricing of $150 Million Initial
Public Offering
NORWALK, CT , July 08, 2026 (GLOBE NEWSWIRE) --
Mercator Acquisition Corp. (the “Company”), a blank check company whose business purpose is to effect a merger, amalgamation,
share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, announced
today that it has priced its initial public offering of 15,000,000 units at $10.00 per unit. Each unit consists of one Class A ordinary
share and one-half of one redeemable warrant. The units will be listed on the Nasdaq Global Market (“Nasdaq”) and will begin
trading tomorrow, July 9, 2026, under the ticker symbol “MRCOU.” Each whole warrant is exercisable to purchase one Class A
ordinary share of the Company at a price of $11.50 per share. Only whole warrants are exercisable and will trade. Once the securities
comprising the units begin separate trading, the Class A ordinary shares and warrants are expected to be listed on the Nasdaq under the
symbols “MRCO” and “MRCOW,” respectively.
Clear Street is acting as 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.
The Company intends to focus on technology and
software infrastructure companies whose products and services target financial services, real estate and asset management companies. The
Company is led by Shawn Matthews, Chairman and Chief Executive Officer; Steve Bischoff, Chief Financial Officer, and Shawn Matthews Jr.,
President.
The public offering is being made only by means
of a prospectus. When available, copies of the prospectus relating to the offering may be obtained from: Clear Street LLC, 4 World Trade
Center, 150 Greenwich St., Floor 45, New York, NY 10007, or by e-mail at ECM@clearstreet.io.
A registration statement relating to the securities
was filed with, and declared effective by, the Securities and Exchange Commission (“SEC”) on July 8, 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.
FORWARD-LOOKING STATEMENTS
This press release contains statements that constitute
“forward-looking statements,” including with respect to the proposed initial public offering and search for an initial business
combination. No assurance can be given that the offering discussed above will be completed on the terms described, or at all. 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 filed with the SEC and the preliminary prospectus included therein. 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.
About Mercator Acquisition Corp.
Mercator Acquisition Corp. is a newly organized
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. The Company intends to focus on technology and software infrastructure companies
whose products and services target financial services, real estate and asset management companies.
Media Contact:
Steve Bischoff
sbischoff@hondiuscapital.com
Exhibit 99.2
Mercator Acquisition Corp. Announces Closing of $172.5 Million Initial
Public Offering
NORWALK, CT, July 10, 2026 (GLOBE NEWSWIRE) --
Mercator Acquisition Corp. (Nasdaq: MRCOU) (the “Company”) announced today the closing of its previously announced initial
public offering of 15,000,000 units, including 2,250,000 units issued pursuant to the full exercise of the underwriter of its over-allotment
option. The units were sold at a price of $10.00 per unit. The Company’s units began trading on July 9, 2026 on the Nasdaq Global
Market under the symbol “MRCOU”. Each unit consists of one Class A ordinary share and one-half of one redeemable warrant.
Each whole warrant is exercisable to purchase one Class A ordinary share of the Company at a price of $11.50 per share. Only whole warrants
are exercisable and will trade. 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 “MRCO” and “MRCOW,” respectively.
Clear Street acted as sole book-running manager for the offering.
A registration statement relating to the securities
was filed with, and declared effective by, the Securities and Exchange Commission (“SEC”) on July 8, 2026. The public offering
was made by means of a prospectus. Copies of the prospectus relating to the offering may be obtained from: Clear Street LLC, 4 World Trade
Center, 150 Greenwich St., Floor 45, New York, NY 10007, or by e-mail at ECM@clearstreet.io.
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.
About Mercator Acquisition Corp.
Mercator Acquisition Corp. is a newly organized
blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or
similar business combination with one or more businesses. The Company intends to focus on technology and software infrastructure companies
whose products and services target financial services, real estate and asset management companies. The Company intends to focus on technology
and software infrastructure companies whose products and services target financial services, real estate and asset management companies.
The Company is led by Shawn Matthews, Chairman and Chief Executive Officer; Steve Bischoff, Chief Financial Officer, and Shawn Matthews
Jr., President.
FORWARD-LOOKING STATEMENTS
This press release contains statements that constitute
“forward-looking statements.” 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 filed
with the SEC and the prospectus included therein. 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.
Media Contact:
Steve Bischoff
sbischoff@hondiuscapital.com
