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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
May 19, 2026
Date of Report (Date of earliest event reported)
SHREYA ACQUISITION GROUP
(Exact name of Registrant as specified in its charter)
| Cayman Islands |
|
0-43272 |
|
N/A00-0000000 |
|
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification Number) |
|
244 Fifth Avenue, Suite #1836
New York, New York |
|
10001 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including area code: (230) 211-6242
N/A
(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 |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
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, one redeemable warrant and one right |
|
SAGUU |
|
New York Stock Exchange |
| Class A ordinary shares, par value $0.0001 per share |
|
SAGU |
|
New York Stock Exchange |
| Warrants, each whole warrant exercisable for one Class A ordinary share |
|
SAGU
WS |
|
New York Stock Exchange |
| Rights, with each right entitling the holder to receive one-fourth of one Class A ordinary share |
|
SAGU
RT |
|
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 May 19, 2026, Shreya Acquisition Group
(the “Company”) announced that, on or about May 22, 2026, the holders of the Company’s units (the
“Units”) may elect to separately trade the Class A ordinary shares, warrants and rights included in the Units. Each Unit
consists of one Class A ordinary share, $0.0001 par value (“Class A Ordinary Share”), one redeemable warrant of the
Company (each, a “Warrant”), with each Warrant entitling the holder thereof to purchase one Class A Ordinary Share for
$11.50 per share (subject to adjustment) and one right of the Company (each, a “Right”), with each Right entitling the
holder thereof to receive one-fourth (1/4th) of one Class A Ordinary Share upon consummation of an initial business combination. Any
Units not separated will continue to trade on The New York Stock Exchange (“NYSE”) under the symbol “SAGUU.”
Any underlying Class A Ordinary Shares, Warrants and Rights that are separated will trade on NYSE under the symbols
“SAGU,” “SAGU WS” and “SAGU RT,” 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, Warrants and Rights.
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.
| Exhibit
No. |
| Description |
| 99.1 |
| Press Release |
| 104 |
| Cover Page
Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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.
| |
SHREYA
ACQUISITION GROUP |
| |
|
|
| Dated: May 19, 2026 |
By: |
/s/ Anuj Goyal |
| |
Name: |
Anuj Goyal |
| |
Title: |
Chief Executive Officer |
Exhibit
99.1
Shreya
Acquisition Group Announces the Separate Trading of its Class A Ordinary Shares,
Warrants
and Rights Commencing May 22, 2026
NEW
YORK, NY, May 19, 2026 – Shreya Acquisition Group (the “Company” (NYSE: SAGUU) (the “Company”)
today announced that, commencing on or about May 22, 2026, holders of the units sold in the Company’s initial public offering
may elect to separately trade the Company’s Class A ordinary shares, warrants and rights included in the units.
The
Class A ordinary shares, warrants and rights that are separated will trade on The New York Stock Exchange (“NYSE”) under
the symbols “SAGU” and “SAGU WS”, and “SAGU RT” respectively. Those units not separated will
continue to trade on NYSE under the symbol “SAGUU”. 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,
warrants and rights.
The
offering of the units was made only by means of a prospectus. Copies of the prospectus may be obtained from: D. Boral Capital LLC, 590
Madison Avenue, 39th Floor, New York, NY 10022, by email to dbccapitalmarkets@dboralcapital.com or by calling +1 (212) 970-5150, or by
accessing the Securities and Exchange Commission’s (“SEC”) website at www.sec.gov. A registration statement
on Form S-1 (333-290228) relating to these securities has been filed with the SEC and was declared effective on May 6, 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.
Shreya
Acquisition Group
Shreya
Acquisition Group is a blank check company, also commonly referred to as a special purpose acquisition company, or SPAC, formed for the
purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar
business combination with one or more businesses or entities. While the Company may pursue an acquisition opportunity in any business,
industry, sector or geographical location, the Company intends to focus on companies engaged in the health and wellness, hospitality,
media and entertainment, shipping infrastructure and waterways tourism sectors.
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. 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 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.
Contacts:
Shreya
Acquisition Group
Cassia
Court, Suite 716, 10 Market Street.
Camana
Bay, Grand Cayman, Cayman Islands
Contact
number: 230 5942 0130