Space Asset Acquisition (NASDAQ: SAAQU) closes $230M SPAC IPO

Rhea-AI Filing Summary

Space Asset Acquisition Corp. completed its initial public offering of 23,000,000 units at $10.00 per unit, generating $230,000,000 in gross proceeds. Each unit contains one Class A ordinary share and one-third of a redeemable warrant exercisable at $11.50 per share.

The company also sold 645,000 private placement units at $10.00 per unit for $6,450,000, purchased by its sponsor and BTIG, LLC. A total of $230,000,000, including IPO and private placement proceeds, was placed in a U.S. trust account to fund a future business combination or redemptions.

Three independent directors were appointed, the board was classified into three staggered classes, and an amended and restated memorandum and articles of association became effective. The SPAC plans to seek a business combination in the global space economy, including technology and defense sectors.

Insights

Capital markets and SPAC structure analyst

SPAC raises $230M and fully funds trust to pursue a future deal.

Space Asset Acquisition Corp. completed an IPO of 23,000,000 units at $10.00 each, for gross proceeds of $230,000,000. Each unit bundles a Class A ordinary share with one-third of a redeemable warrant exercisable at $11.50 per share, a typical SPAC structure.

The company also issued 645,000 private placement units at $10.00 for $6,450,000, bought by the sponsor and BTIG, LLC. The filing states that $230,000,000 was deposited into a U.S.-based trust account, or $10.00 per public unit, to be used for an initial business combination or returned to shareholders if no transaction occurs within 24 months of the IPO closing.

The trust terms indicate that funds remain locked until a business combination, certain charter-amendment redemptions, or a 24‑month deadline from the January 29, 2026 closing. This framework aligns with standard SPAC mechanics, with actual impact depending on the company’s ability to source and complete a suitable space-economy transaction.

Corporate governance and board-structure specialist

Board strengthened with independent directors and a staggered structure.

The company added three independent directors—Eric Zahler, Anders Johnson, and Celeste Ford—on January 27, 2026. They join the Audit and Compensation Committees, with Johnson chairing Audit and Zahler chairing Compensation, which can enhance oversight of financial reporting and executive arrangements.

The board is divided into three classes, with terms expiring at successive annual meetings, creating a staggered structure common among SPACs. Each new director received membership interests in the sponsor and 25,000 Class B ordinary shares as compensation, aligning their interests with the vehicle’s equity outcomes.

An amended and restated memorandum and articles of association also became effective on January 27, 2026. Together, these steps formalize the governance framework as the SPAC begins searching for a business combination in its targeted global space economy sectors.

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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): January 27, 2026

SPACE ASSET ACQUISITION CORP.
(Exact name of registrant as specified in its charter)

Cayman Islands		001-43078		N/A
(State or other jurisdiction		(Commission File Number)		(IRS Employer
of incorporation)				Identification No.)

174 Nassau Street, Suite 2100
Princeton, New Jersey 08542
(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (609) 924-0759

Not Applicable
(Former name or former address, if changed since last report)

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, $0.0001 par value, and one-third of one redeemable warrant		SAAQU		The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001		SAAQ		The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share		SAAQW		The Nasdaq Stock Market LLC

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))

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 January 29, 2026, Space Asset Acquisition Corp. (the “Company”) consummated its initial public offering (“IPO”) of 23,000,000 units (the “Units”), including 3,000,000 units sold pursuant to the full exercise of the underwriter’s over-allotment option. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one redeemable warrant (the “Warrants”). The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $230,000,000.

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. 333-291082) for the IPO, initially filed with the U.S. Securities and Exchange Commission (the “Commission”) on October 24, 2025, as amended (the “Registration Statement”):

● An Underwriting Agreement, dated January 27, 2026, by and between the Company and BTIG, LLC, as representative of the underwriters, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference.

● A Warrant Agreement, dated January 27, 2026, by and between the Company and Efficiency INC., as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference.

● A Letter Agreement, dated January 27, 2026 (the “Letter Agreement”), by and among the Company, its executive officers, its directors, its advisors and the Company’s sponsor, Space Asset Acquisition Sponsor LLC (the “Sponsor”), a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference.

● An Investment Management Trust Agreement, dated January 27, 2026, by and between the Company and Efficiency INC., as trustee, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference.

● A Registration Rights Agreement, dated January 27, 2026, by and among the Company, the Sponsor and the Holders signatory thereto, a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference.

● A Private Placement Units Purchase Agreement, dated January 27, 2026, by and between the Company and the Sponsor (the “Sponsor Private Placement Units Purchase Agreement”), a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference.

● A Private Placement Units Purchase Agreement, dated January 27, 2026, by and between the Company and BTIG, LLC (the “Representative Private Placement Units Purchase Agreement,” and together with the Sponsor Private Placement Units Purchase Agreement, the “Private Placement Units Purchase Agreements”), a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference.

● An Administrative Services and Indemnification Agreement, dated January 27, 2026, by and between the Company and the Sponsor, 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 Private Placement Units Purchase Agreements, the Company completed the private sale of 645,000 units (the “Private Placement Units”) at the initial public offering price of $10.00 per unit (for an aggregate purchase price of $6,450,000). Of those 645,000 Private Placement Units, the Sponsor purchased 415,000 Private Placement Units and BTIG, LLC purchased 230,000 Private Placement Units. Each Private Placement Unit consists of one Class A ordinary share and one-third of one warrant. The Private Placement Units are identical to the Units sold 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 Units 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 27, 2026, in connection with the IPO, Eric Zahler, Anders Johnson and Celeste Ford were appointed to the board of directors of the Company (the “Board”). Mr. Zahler, Mr. Johnson and Ms. Ford are independent directors. Effective January 27, 2026, Mr. Zahler, Mr. Johnson and Ms. Ford were appointed to the Board’s Audit Committee and Mr. Zahler and Ms. Ford were appointed to the Compensation Committee, with Mr. Johnson serving as chairman of the Audit Committee and Mr. Zahler serving as chairman of the Compensation Committee.

Following the appointment of Mr. Zahler, Mr. Johnson and Ms. Ford , the Board is comprised of the following three classes: the term of office of the first class of directors, Class I, consists of Mr. Zahler and will expire at the Company’s first annual meeting of shareholders; the term of office of the second class of directors, Class II, consists of Ms. Ford and Mr. Johnson will expire at the Company’s second annual meeting of shareholders; and the term of office of the third class of directors, Class III, consists of Raphael Roettgen and Peter Ort will expire at the Company’s third annual meeting of shareholders.

On January 27, 2026, in connection with their appointments to the Board, each of the members of the Board entered into the Letter Agreement as well as an indemnity agreement with the Company in the form previously filed as Exhibit 10.6 to the Registration Statement. Each of the members of the Board has received membership interests in the Sponsor as compensation for their service as directors to the Company. In addition, each of Mr. Zahler, Mr. Johnson and Ms. Ford received 25,000 Class B ordinary shares of the Company as compensation for their service as directors to the Company.

Other than the foregoing, none of the directors are party to any arrangement or understanding with any person pursuant to which they were appointed as directors, nor are they party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.

The foregoing descriptions of the Letter Agreement and the form of indemnity agreement do not purport to be complete and are qualified in their entireties by reference to the Letter Agreement and form of indemnity agreement, copies of which are attached as Exhibit 10.1 hereto and Exhibit 10.6 to the Registration Statement, respectively, and are incorporated herein by reference.

Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.

On January 27, 2026, in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association (the “Amended Charter”), effective the same day. The terms of the Amended Charter are set forth in the Registration Statement and are incorporated herein by reference. A copy of the Amended Charter is attached as Exhibit 3.1 hereto and incorporated herein by reference.

Item 8.01. Other Events.

A total of $230,000,000, comprised of $225,400,000 of the proceeds from the IPO (which amount includes $8,050,000 of the underwriters’ deferred discount) and $4,600,000 representing certain proceeds of the sale of the Private Placement Units, was placed in a U.S.-based trust account maintained by Efficiency INC., 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, if any, the funds held in the trust account will not be released from the trust account until the earliest of (i) in connection with the completion of the Company’s initial business combination, (ii) the redemption of any Class A Ordinary Shares properly submitted in connection with a shareholder vote to amend the Company’s Amended Charter (A) to modify the substance or timing of the Company’s obligation to provide for the redemption of its Class A Ordinary Shares in connection with an initial business combination or to redeem 100% of the Company’s Class A Ordinary Shares if the Company has not consummated an initial business combination within 24 months from the closing of the IPO or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity; or (iii) absent an initial business combination within 24 months of the closing of the IPO, the Company’s return of the funds held in the trust account to its public shareholders as part of its redemption of the Class A Ordinary Shares.

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On January 27, 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 January 29, 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

EXHIBIT INDEX

Exhibit No.		Description
1.1		Underwriting Agreement, dated January 27, 2026, by and between the Company and BTIG, LLC as representative of the underwriters.
3.1		Amended and Restated Memorandum and Articles of Association.
4.1		Warrant Agreement, dated January 27, 2026, by and between the Company and Efficiency INC., as warrant agent.
10.1		Letter Agreement, dated January 27, 2026, by and among the Company, its executive officers, its directors, its advisors and Space Asset Acquisition Sponsor LLC.
10.2		Investment Management Trust Agreement, dated January 27, 2026, by and between the Company and Efficiency INC., as trustee.
10.3		Registration Rights Agreement, dated January 27, 2026, by and among the Company and the Holders signatory thereto.
10.4		Private Placement Units Purchase Agreement, dated January 27, 2026, by and between the Company and Space Asset Acquisition Sponsor LLC.
10.5		Private Placement Units Purchase Agreement, dated January 27, 2026, by and between the Company and BTIG, LLC.
10.6		Administrative Services and Indemnification Agreement, dated January 27, 2026, by and between the Company and Space Asset Acquisition Sponsor LLC.
99.1		Press Release, dated January 27, 2026.
99.2		Press Release, dated January 29, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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.

	SPACE ASSET ACQUISITION CORP.
	By:	/s/ Peter Ort
		Name:	Peter Ort
		Title:	Principal Executive Officer and Director

Dated: January 30, 2026

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Exhibit 99.1

Space Asset Acquisition Corp. Announces Pricing of $200 Million Initial Public Offering

PRINCETON, NJ, Jan. 27, 2026 (GLOBE NEWSWIRE) -- Space Asset Acquisition Corp. (the “Company”) today announced the pricing of its initial public offering of 20,000,000 units at a price of $10.00 per unit. The units are expected to commence trading on January 28, 2026 on The Nasdaq Global Market (“Nasdaq”) under the ticker symbol “SAAQU.”

Each unit sold in the offering consists of one Class A ordinary share and one-third of one redeemable warrant, with each whole warrant exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to certain adjustments. Only whole warrants will be exercisable. Once the securities comprising the units begin separate trading, the Class A ordinary shares and warrants are expected to be listed on Nasdaq under the symbols “SAAQ” and “SAAQW,” respectively. The offering is expected to close on January 29, 2026, subject to customary closing conditions.

Space Asset Acquisition Corp. is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. While the Company may pursue an initial business combination in any industry, sector or geographic region, it intends to target opportunities and companies that are in the global space economy, including businesses in the technology and defense sectors.

BTIG, LLC is acting as the sole book-running manager for the offering. The Company has granted the underwriters 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.

A registration statement relating to these securities was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on January 27, 2026. 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.

The offering is being made only by means of a prospectus. Copies of the prospectus may be obtained, when available, from BTIG, LLC, 65 East 55th Street, New York, NY 10022, by email at: ProspectusDelivery@btig.com, or by visiting the SEC’s website at www.sec.gov.

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 from the offering. 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, or that the Company will ultimately complete a business combination transaction. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based. 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 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.

CONTACT

Peter Ort
Principal Executive Officer and Director
Space Asset Acquisition Corp.
pete@curaleaassociates.com

Exhibit 99.2

Space Asset Acquisition Corp. Announces Closing of $230 Million Initial Public Offering Including Exercise of Underwriters’ Over-Allotment Option in Full

PRINCETON, NJ, Jan. 29, 2026 (GLOBE NEWSWIRE) -- Space Asset Acquisition Corp. (Nasdaq: SAAQU) (the “Company”) today announced the closing of its initial public offering of 23,000,000 units, which includes 3,000,000 units issued pursuant to the exercise by the underwriters of their over-allotment option in full, at a public offering price of $10.00 per unit. Each unit consists of one Class A ordinary share and one-third of one redeemable warrant, with each whole warrant exercisable to purchase one Class A ordinary share at a price of $11.50 per share.

The units are listed on The Nasdaq Global Market (“Nasdaq”) and commenced trading under the ticker symbol “SAAQU” on January 28, 2026. Once the securities comprising the units begin separate trading, the Class A ordinary shares and warrants are expected to be listed on Nasdaq under the symbols “SAAQ” and “SAAQW,” respectively.

Concurrently with the closing of the initial public offering, the Company closed on a private placement of 645,000 units at a price of $10.00 per unit, resulting in gross proceeds of $6,450,000. Space Asset Acquisition Sponsor LLC, the Company’s sponsor, purchased 415,000 of the private placement units and BTIG, LLC purchased 230,000 of the private placement units. Each private placement unit consists of one Class A ordinary share and one-third of one redeemable warrant, with each whole warrant exercisable to purchase one Class A ordinary share at a price of $11.50 per share. Of the proceeds received from the consummation of the initial public offering and a simultaneous private placement of units, $230,000,000 (or $10.00 per unit sold in the public offering) was placed in trust.

Space Asset Acquisition Corp. is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. While the Company may pursue an initial business combination in any industry, sector or geographic region, it intends to target opportunities and companies that are in the global space economy, including businesses in the technology and defense sectors.

BTIG, LLC acted as the sole book-running manager for the offering.

A registration statement relating to these securities was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on January 27, 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.

The offering was made only by means of a prospectus. Copies of the prospectus relating to this offering may be obtained from BTIG, LLC, 65 East 55th Street, New York, NY 10022, by email at: ProspectusDelivery@btig.com, or by visiting the SEC’s website at www.sec.gov.

Cautionary Note Concerning Forward-Looking Statements

This press release contains statements that constitute “forward-looking statements,” including with respect to the Company’s search for an initial business combination and the anticipated use of the net proceeds of the initial public offering and simultaneous private placement. 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 for the 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.

Contact

Peter Ort
Principal Executive Officer and Director
Space Asset Acquisition Corp.
pete@curaleaassociates.com

FAQ

What did Space Asset Acquisition Corp. (SAAQU) announce in this 8-K?

Space Asset Acquisition Corp. reported the completion of its initial public offering and related private placement, raising $230,000,000 from 23,000,000 public units plus $6,450,000 from 645,000 private placement units, and detailed associated governance and charter changes.

How much capital did SAAQU raise in its SPAC IPO and at what price?

The company raised $230,000,000 in gross proceeds by selling 23,000,000 units at $10.00 per unit. Each unit includes one Class A ordinary share and one-third of a redeemable warrant exercisable at $11.50 per share.

How are the proceeds from SAAQU’s IPO and private placement being held?

The filing states that $230,000,000, equal to $10.00 per public unit, was deposited into a U.S.-based trust account. These funds remain there until a business combination, certain charter-related redemptions, or the 24‑month deadline passes.

What private placement did Space Asset Acquisition Corp. complete alongside the IPO?

Concurrently with the IPO closing, the company sold 645,000 private placement units at $10.00 per unit for $6,450,000. The sponsor bought 415,000 units and BTIG, LLC purchased 230,000 units, each mirroring the public units’ share-and-warrant structure.

What is the business focus of Space Asset Acquisition Corp. (SAAQU)?

Space Asset Acquisition Corp. is a blank check company formed to execute a business combination. It intends to target opportunities in the global space economy, including companies in the technology and defense sectors, though it may pursue any industry or region.

What governance changes and board appointments did SAAQU disclose?

On January 27, 2026, the company appointed Eric Zahler, Anders Johnson and Celeste Ford as independent directors, formed Audit and Compensation Committees, adopted an amended and restated charter, and established a three‑class, staggered board structure.