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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):
April 1, 2026 (March 26, 2026)
QDRO Acquisition Corp.
(Exact name of registrant as specified in its
charter)
| Cayman Islands |
|
333-290203 |
|
39-3579842 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
1140
Avenue of the Americas, 9th Floor, #5061
New York, NY 10036
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (646) 957-5901
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 |
|
QADRU |
|
The Nasdaq Stock Market LLC |
| |
|
|
|
|
| Class A Ordinary Shares, par value $0.0001 per share |
|
QADR |
|
The Nasdaq Stock Market LLC |
| |
|
|
|
|
| Redeemable Warrants, each whole warrant exercisable for one Class ordinary share at a price of $11.50 per share |
|
QADRW |
|
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 March 30, 2026, QDRO Acquisition
Corp (the “Company”) consummated its initial public offering (the “IPO”) of 20,000,000 units (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 $200,000,000.
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. 333-290203) related to the IPO, originally filed with the U.S. Securities and Exchange Commission (the
“Commission”) on September 11, 2025 (as amended, the “Registration Statement”):
| |
● |
An Underwriting Agreement, dated March 26, 2026, by and among the Company, Cantor Fitzgerald & Co. (the “Underwriter”), a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference. |
| |
● |
A Warrant Agreement, dated March 26, 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 March 26, 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 March 26, 2026, by and among the Company, the Company’s sponsor, QDRO Sponsor 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 March 26, 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 March 26, 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 March 26, 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 March 26, 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. |
| |
|
|
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● |
A Side Letter to the Underwriting Agreement, dated March 26, 2026, by and among the Company and Underwriter, 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 Warrant Purchase Agreements, the Company completed the private sale of an aggregate of 6,000,000 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 $6,000,000. 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 March 26, 2026. A description of the Memorandum and Articles
is contained in the section of the prospectus, dated March 26, 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 $200,000,000 of
the proceeds from the IPO (which amount includes $12,000,000 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 fund the Company’s working capital requirements, subject
to an annual limit of $100,000 (plus the rollover of unused amounts from prior years), and/or to pay taxes (any withdrawals to pay for
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 the Company, if any) shall not be subject to the $100,000 annual limitation described in the foregoing)), divided by the number of
then issued and outstanding public shares, subject to applicable law, 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 24 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 March 26, 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 March 30, 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 March 26, 2026, by and between the Company and Cantor Fitzgerald & Co. |
| 3.1 |
|
Amended and Restated Memorandum and Articles of Association. |
| 4.1 |
|
Warrant Agreement, dated March 26, 2026, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent. |
| 10.1 |
|
Investment Management Trust Agreement, dated March 26, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee. |
| 10.2 |
|
Registration Rights Agreement, dated March 26, 2026, by and among the Company, the Sponsor and the Underwriter. |
| 10.3(a) |
|
Private Placement Warrants Purchase Agreement, dated March 26, 2026, by and between the Company and the Sponsor. |
| 10.3(b) |
|
Private Placement Warrants Purchase Agreement, dated March 26, 2026, by and between the Company and the Underwriter. |
| 10.4 |
|
Letter Agreement, dated March 26, 2026, by and among the Company, its officers, its directors and the Sponsor. |
| 10.5 |
|
Administrative Support Agreement, dated March 26, 2026, between the Company and the Sponsor. |
| 10.6 |
|
Side Letter to the Underwriting Agreement, dated March 26, 2026, by and among the Company and Underwriter |
| 99.1 |
|
Press Release, dated March 26, 2026. |
| 99.2 |
|
Press Release, dated March 30, 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.
| |
QDRO Acquisition Corp. |
| |
|
|
| |
By: |
/s/ Walter A. Bishop |
| |
Name: |
Walter A. Bishop |
| |
Title: |
Chief Financial Officer |
| |
|
|
| Dated: April 1, 2026 |
|
|
Exhibit 99.1
QDRO Acquisition Corp. Announces Pricing of $200 Million Initial
Public Offering
New York, NY, March 26, 2026 (GLOBE NEWSWIRE) -- QDRO 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 20,000,000 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, March
27, 2026, under the ticker symbol “QADRU". 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 “QADR”
and “QADRW”, respectively.
The offering is expected to close on March 30, 2026, subject to customary
closing conditions.
Cantor Fitzgerald & Co. is acting as sole bookrunner for the offering.
The Company has granted Cantor Fitzgerald & Co. a 45-day option to purchase up to an additional 3,000,000 units at the initial public
offering price to cover over-allotments, if any.
The Company intends to focus on identifying businesses within the financial
services, digital currency and technology business sectors.
The offering is being made only by means of a prospectus. When available,
copies of the prospectus relating to the offering may be obtained from: Cantor Fitzgerald & Co., Attention Capital Markets, 499 Park
Avenue, New York, NY 10022, or by e-mail at prospectus@cantor.com.
A registration statement relating to the securities sold in the initial
public offering was declared effective by the U.S. Securities and Exchange Commission (“SEC”) on March 26, 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.
About QDRO Acquisition Corp.
QDRO 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 identifying businesses which provide disruptive technology or
innovations within the financial services, digital currency and technology business sectors.
Cautionary Note Concerning 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.
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. 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 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.
Media Contact:
Wally Bishop
wbishop@quadrocapital.com
Exhibit 99.2
QDRO Acquisition Corp. Announces Closing of $200,000,000 Initial
Public Offering
New York, NY, March 30, 2026 (GLOBE NEWSWIRE) -- QDRO Acquisition Corp.
(Nasdaq: QADRU) (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 the closing
of its previously announced initial public offering of 20,000,000 units. The units were sold at a price of $10.00 per unit. The Company’s
units began trading on March 27, 2026 on the Nasdaq Global Market under the symbol “QADRU”. 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
“QADR” and “QADRW”, respectively.
Cantor Fitzgerald & Co. is acting as sole bookrunner for the offering.
The Company has granted Cantor Fitzgerald & Co. a 45-day option to purchase up to an additional 3,000,000 units at the initial public
offering price to cover over-allotments, if any.
The Company intends to focus on identifying businesses within the financial
services, digital currency and technology business sectors.
The offering is being made only by means of a
prospectus. When available, copies of the prospectus relating to the offering may be obtained from: Cantor Fitzgerald & Co., Attention
Capital Markets, 499 Park Avenue, New York, NY 10022, or by e-mail at prospectus@cantor.com.
A registration statement relating to the securities sold in the initial
public offering was declared effective by the U.S. Securities and Exchange Commission (“SEC”) on March 26, 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.
About QDRO Acquisition Corp.
QDRO 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 identifying businesses within the financial services, digital
currency and technology business sectors.
Cautionary Note Concerning Forward-Looking Statements
This press release contains statements that constitute
“forward-looking statements,” including with respect to the initial public offering and the anticipated use of the net proceeds.
No assurance can be given that the net proceeds of the offering will be used as indicated. 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 final prospectus for the Company’s 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.
Media Contact:
Wally Bishop
wbishop@quadrocapital.com