STOCK TITAN

QDRO Acquisition (NASDAQ: QADRU) closes $200M SPAC IPO and trust funding

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(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

QDRO Acquisition Corp. completed its initial public offering of 20,000,000 units at $10.00 each, raising gross proceeds of $200,000,000. Each unit includes one Class A ordinary share and one-half of a redeemable warrant, with each whole warrant exercisable at $11.50 per share.

The company also sold 6,000,000 private placement warrants to its sponsor and underwriter at $1.00 per warrant, generating an additional $6,000,000. All $200,000,000 of IPO proceeds, including $12,000,000 of deferred underwriting discount, were deposited into a U.S.-based trust account to fund a future business combination. If no deal is completed within 24 months from the IPO closing, public shares are subject to redemption, as described in the governing documents.

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Insights

QDRO raises $200M SPAC IPO, locking proceeds in a trust for a 24‑month deal window.

QDRO Acquisition Corp. has launched as a SPAC with 20,000,000 units sold at $10.00, plus 6,000,000 private placement warrants at $1.00. All $200,000,000 of IPO proceeds, including $12,000,000 of deferred underwriting discount, sit in a U.S. trust account.

The structure is typical: each unit pairs a Class A ordinary share with half a redeemable warrant exercisable at $11.50 per share. The trust can release limited interest (up to $100,000 annually, plus unused rollovers) for working capital and taxes, while preserving the principal for a business combination or redemptions.

The company has up to 24 months from the March 30, 2026 IPO closing to complete an initial business combination before mandatory redemption triggers. Subsequent disclosures about target selection in financial services, digital currency and technology sectors will determine how this capital is ultimately deployed.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
IPO units sold 20,000,000 units Initial public offering size
IPO price $10.00 per unit Unit offering price
IPO gross proceeds $200,000,000 Gross proceeds from IPO
Private placement warrants 6,000,000 warrants Sold to sponsor and underwriter
Private placement price $1.00 per warrant Consideration for private placement warrants
Warrant exercise price $11.50 per share Exercise price for each whole redeemable warrant
Trust account funding $200,000,000 Proceeds deposited in U.S.-based trust account
Deferred underwriting discount $12,000,000 Included within trust account balance
blank check company financial
"QDRO Acquisition Corp., a blank check company whose business purpose is to effect a merger"
A blank check company is a publicly listed shell that raises money from investors before naming a specific business to buy or merge with, similar to handing a cashier a signed check and asking them to fill in the payee later. It matters to investors because it offers a faster, often cheaper path for private firms to become public, but carries extra risk since returns depend on the organizers’ ability to find a good deal and on limited information about the future business.
redeemable warrant financial
"one Class A ordinary share and one-half of one redeemable warrant"
A redeemable warrant is a financial tool that gives its holder the right to buy shares of a company at a fixed price within a certain period. If the holder chooses to do so, the company can buy back or cancel the warrant before it expires, often to encourage investment or manage share issuance. For investors, it provides an option to potentially buy shares at a favorable price while offering some flexibility for the issuing company.
trust account financial
"was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company"
A trust account is a special bank or brokerage account where assets are held and managed by a designated person or firm (the trustee) for the benefit of another person or group (the beneficiary). It matters to investors because it separates assets from personal or corporate funds, can protect assets, control how and when money is used, and may affect tax or legal rights—think of it as a locked drawer opened only under agreed rules.
over-allotments financial
"a 45-day option to purchase up to an additional 3,000,000 units ... to cover over-allotments"
An over-allotment is a temporary extra batch of shares that the underwriters of a stock offering are allowed to sell beyond the original amount, with the right to buy those shares back later. Think of it as spare tickets sold to meet demand and then reclaimed if needed to keep the market orderly; it helps stabilize the stock price after an offering and can affect short-term supply and potential dilution, which matters to investors tracking price and ownership stakes.
deferred discount financial
"which amount includes $12,000,000 of the underwriter’s deferred discount"
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
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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.
     
  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.

 

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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.

 

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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).

 

3

 

 

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    

 

4

 

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

 

FAQ

What did QDRO Acquisition Corp. (QADRU) raise in its IPO?

QDRO Acquisition Corp. raised $200,000,000 by selling 20,000,000 units at $10.00 each. Each unit includes one Class A ordinary share and half of a redeemable warrant, forming the capital base for a future business combination.

What are the terms of QDRO Acquisition Corp. units and warrants?

Each QDRO unit includes one Class A ordinary share and one-half of a redeemable warrant. Every whole warrant lets holders buy one Class A share at $11.50 per share, providing additional upside exposure if a successful business combination is completed.

How much did QDRO Acquisition Corp. raise from private placement warrants?

Simultaneously with the IPO, QDRO sold 6,000,000 private placement warrants at $1.00 each to its sponsor and underwriter. This generated $6,000,000 in additional gross proceeds on top of the IPO capital.

How is the $200 million of QDRO Acquisition Corp. IPO proceeds held?

QDRO placed $200,000,000 of IPO proceeds, including $12,000,000 deferred underwriting discount, into a U.S.-based trust account. Funds generally remain there until a business combination or shareholder redemptions, with only limited interest usable for working capital and taxes.

What is QDRO Acquisition Corp.’s deadline to complete a business combination?

QDRO has up to 24 months from the IPO closing to complete its initial business combination. If it fails to do so, public shares are subject to redemption using funds held in the trust account, as outlined in its governing documents.

Which sectors will QDRO Acquisition Corp. target for a merger?

QDRO intends to focus on businesses offering disruptive technology or innovations in financial services, digital currency and broader technology sectors. This sector focus will guide its search for a suitable merger or acquisition candidate.

Filing Exhibits & Attachments

16 documents