How much did the Shreya Acquisition Group (SAGU) sponsor invest in the private placement?

The sponsor purchased 191,750 private units at $10.00 per unit, providing $1,917,500 in proceeds. These private units mirror public units but carry specific registration rights and transfer restrictions, including a lock-up until 30 days after completing an initial business combination.

Shreya Acquisition (NYSE: SAGU) completes $110M SPAC IPO and sponsor placement

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Shreya Acquisition Group, a Cayman Islands-based special purpose acquisition company, completed its initial public offering of 11,000,000 units at $10.00 per unit, raising gross proceeds of $110,000,000. Each unit includes one Class A ordinary share, one redeemable warrant exercisable at $11.50 per share, and one right to receive one-fourth of a Class A ordinary share upon a future business combination.

The company also completed a private placement of 191,750 units to its sponsor at $10.00 per unit, generating $1,917,500. A total of $110,000,000, including $600,000 of deferred underwriting commissions, was deposited into a trust account for the benefit of public shareholders. In connection with the IPO, Shreya appointed three independent directors, adopted amended and restated governing documents, and put in place standard SPAC agreements covering underwriting, trust management, registration rights, indemnification, and administrative services.

Insights

Shreya raises $110M in SPAC IPO and fully funds trust.

Shreya Acquisition Group has completed a typical SPAC IPO, selling 11,000,000 units at $10.00 each for gross proceeds of $110,000,000. Each unit bundles a Class A share, a warrant struck at $11.50, and a right to one-fourth of a share upon a future business combination, providing multiple instruments to public investors.

The company combined IPO proceeds with a sponsor-backed private placement of 191,750 units for $1,917,500. As of May 6, 2026, it placed $110,000,000, including $600,000 of deferred underwriting commissions, into a trust account dedicated to public shareholders, matching standard SPAC protections around capital preservation before a deal.

Governance and structural elements are also in place: independent directors were appointed, and agreements covering trust management, registration rights, indemnification, and administrative services were executed. Future filings will need to detail any proposed business combination in the health and wellness, hospitality, media and entertainment, shipping infrastructure, or waterways tourism sectors outlined as the SPAC’s target focus.

8-K Event Classification

6 items: 1.01, 3.02, 5.02, 5.03, 8.01, 9.01

6 items

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

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.

Key Figures

IPO size: $110,000,000 gross proceeds Units sold: 11,000,000 units Private placement size: $1,917,500 +4 more

7 metrics

IPO size $110,000,000 gross proceeds 11,000,000 units at $10.00 per unit

Units sold 11,000,000 units Initial public offering including 1,000,000 from over-allotment

Private placement size $1,917,500 191,750 private units at $10.00 per unit

Trust funding $110,000,000 Net proceeds in trust as of May 6, 2026, includes $600,000 deferred commissions

Warrant exercise price $11.50 per share Each whole warrant exercisable for one Class A share

Over-allotment option 1,500,000 units 45-day option for underwriter; 1,000,000 units purchased at closing

Deferred underwriting commissions $600,000 Included in funds deposited into the trust account

Key Terms

special purpose acquisition company, over-allotment option, trust account, deferred underwriting commissions, +2 more

6 terms

special purpose acquisition company financial

"Shreya Acquisition Group is a blank check company, also commonly referred to as a special purpose acquisition company, or SPAC"

A special purpose acquisition company (SPAC) is a company formed with the sole purpose of raising money through a public offering to buy or merge with an existing private business. It acts like a vehicle that allows private companies to go public more quickly and with less complexity. For investors, it offers an opportunity to invest early in a potential acquisition, though it also carries risks if the intended deal doesn’t materialize.

over-allotment option financial

"including 1,000,000 units pursuant to the partial exercise of the over-allotment option"

An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.

trust account financial

"a total of $110,000,000 of the net proceeds from the IPO and the Private Placement ... was deposited in a trust account"

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.

deferred underwriting commissions financial

"which amount included $600,000 in deferred underwriting commissions"

registration rights agreement financial

"Registration Rights Agreement, dated as of May 6, 2026, by and among the Company and certain security holders"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

private placement financial

"the Company consummated a private placement (the “Private Placement”) of an aggregate of 191,750 units"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

Understanding 8-K Material Events →

05/11/2026 - 06:01 AM

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 8, 2026

Date of Report (Date of earliest event reported)

Shreya Acquisition Group

(Exact Name of Registrant as Specified in its Charter)

Cayman Islands

001-43272

N/A00-0000000

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

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 and one-half of one redeemable warrant	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	SAGUW	New York Stock Exchange
Rights to receive one-fourth (¼th) of one Class A ordinary share	SAGUR	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 1.01. Entry into a Material Definitive Agreement.

On May 8, 2026 (the “Closing”), Shreya Acquisition Group (the “Company”) consummated its initial public offering (“IPO”), which consisted of 11,000,000 units, including 1,000,000 units (the “Units”) pursuant to the partial exercise of the over-allotment option (the “Partial OA”). 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 whole 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”) to receive one-fourth (¼th) of one Class A ordinary share upon the consummation of an initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $110,000,000. D. Boral Capital LLC, as representative of the underwriters (“DBC”) was granted a 45-day option to purchase up to an additional 1,500,000 units at the initial public offering price to cover over-allotments, if any, of which 1,000,000 were purchased at Closing. In connection with the Partial OA, the Company and DBC entered into a Letter Agreement, dated as of May 8, 2026 (the “Letter Agreement”) pursuant to which the parties agreed that no incremental underwriting fee would be due and no additional private placement units would be in issued in connection with the Partial OA. A copy of the Letter Agreement is attached as Exhibit 10.7 and incorporated herein by reference.

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. 333-290228, as amended (the “Registration Statement”), filed with the U.S. Securities and Exchange Commission:

	●	Underwriting Agreement, dated May 6, 2026, by and between the Company and D. Boral Capital LLC, as representative of the underwriters (“DBC”), a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference;

	●	Warrant Agreement, dated as of May 6, 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 and incorporated herein by reference;

	●	Rights Agreement, dated as of May 6, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as rights agent, a copy of which is attached as Exhibit 4.2 and incorporated herein by reference;

	●	Letter Agreement, dated May 6, 2026, by and among the Company, Thews (Mauritius) Limited, a private limited liability company incorporated in Mauritius, (the “Sponsor”), and the initial shareholders and the officers and directors of the Company, a copy of which is attached as Exhibit 10.1 and incorporated herein by reference;

	●	Investment Management Trust Agreement, dated as of May 6, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.2 and incorporated herein by reference;

	●	Registration Rights Agreement, dated as of May 6, 2026, by and among the Company and certain security holders of the Company, a copy of which is attached as Exhibit 10.3 and incorporated herein by reference;

	●	Private Units Subscription Agreement, dated May 6, 2026, by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.4 and incorporated herein by reference;

	●	Indemnity Agreement, dated as of May 6, 2026, by and among the Company and each of the officers and directors of the Company, a copy of which is attached as Exhibit 10.5 and incorporated herein by reference; and

	●	Administrative Services Agreement, dated May 6, 2026, by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.6 and incorporated herein by reference.

As of May 6, 2026, a total of $110,000,000 of the net proceeds from the IPO and the Private Placement (as defined below), which amount included $600,000 in deferred underwriting commissions, was deposited in a trust account established for the benefit of the Company’s public shareholders. An audited balance sheet, reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement will be filed within four (4) business days of the consummation of the IPO.

Item 3.02. Unregistered Sales of Equity Securities.

Simultaneously with the closing of the IPO, the Company consummated a private placement (the “Private Placement”) of an aggregate of 191,750 units (the “Private Units”) to the Sponsor, at a price of $10.00 per Private Unit, generating total proceeds of $1,917,500. Each Private Unit consists of one Class A Ordinary Share, one redeemable warrant, with each whole warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share (subject to adjustment), and one right to receive one-fourth (¼th) of one Class A ordinary share upon the consummation of an initial business combination. In connection with the partial exercise of the over-allotment option, no additional Private Units were sold and no incremental underwriting expense was incurred.

The Private Units are identical to the Units sold in the IPO except with respect to certain registration rights and transfer restrictions, as described in the Registration Statement. Additionally, the Sponsor has agreed not to transfer, assign or sell any of the Private Units or underlying securities (except in limited circumstances, as described in the Registration Statement) until 30 days after the completion of the Company’s initial business combination. The holders were granted certain demand and piggyback registration rights in connection with the purchase of the Private Units and the underlying securities.

The Private Units were issued pursuant to Section 4(a)(2) of the Securities Act, as the transaction did not involve a public offering.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 8, 2026, in connection with the IPO, Sanjeev Sharma, Sagar Ravi Bhavsar and Andre Chung Shui were appointed to the board of directors of the Company. Sanjeev Sharma, Sagar Ravi Bhavsar and Andre Chung Shui are independent directors. Additional information regarding, among other things, each individual’s background, board committee membership and compensatory arrangements is contained in the Registration Statement and is incorporated herein by reference.

On May 8, 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 filed, respectively, as Exhibits 10.1 and 10.5, herewith.

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.

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

On May 6, 2026, and in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association. The Amended and Restated Memorandum and Articles of Association is filed herewith as Exhibit 3.1 and is incorporated by reference herein.

Item 8.01. Other Events.

On May 6, 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 May 8, 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.

Exhibit No.		Description
1.1		Underwriting Agreement, dated May 6, 2026, by and between the Company and D. Boral Capital, LLC, as representative of the underwriters

3.1		Amended and Restated Memorandum and Articles of Association

4.1		Warrant Agreement, dated as of May 6, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent

4.2		Rights Agreement, dated as of May 6, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent

10.1		Letter Agreement, dated May 6, 2026, by and among the Company, Thews (Mauritius) Limited, the initial shareholders and the officers and directors of the Company

10.2		Investment Management Trust Agreement, dated as of May 6, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee

10.3		Registration Rights Agreement, dated as of May 6, 2026, by and among the Company and certain security holders of the Company

10.4		Private Units Subscription Agreement, dated May 6, 2026, by and between the Company and Thews (Mauritius) Limited

10.5		Indemnity Agreement, dated as of May 6, 2026, by and between the Company and each of the officers and directors of the Company

10.6		Administrative Services Agreement, dated May 6, 2026, by and between the Company and Thews (Mauritius) Limited LLC

10.7		Letter Agreement, dated May 8, 2026, by and between the Company and D. Boral Capital, LLC, as representative of the underwriters

99.1		Press Release Dated May 6, 2026

99.2		Press Release Dated May 8, 2026

104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

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.

Dated: May 8, 2026

	Shreya Acquisition Group

	By:	/s/ Anuj Goyal
	Name:	Anuj Goyal
	Title:	Chief Executive Officer

Exhibit 99.1

Shreya Acquisition Group

Prices $100 Million Initial Public Offering

NEW YORK, NY, May 6, 2026 – Shreya Acquisition Group (the “Company”), a newly organized special purpose acquisition company formed as a Cayman Islands exempted company, today announced the pricing of its initial public offering of 10,000,000 units at an offering price of $10.00 per unit, with each unit consisting of one Class A ordinary share, one redeemable warrant and one right to receive one-fourth (1/4th) of one Class A ordinary share upon the consummation of an initial business combination. Each warrant will entitle the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share. The units are expected to trade on the New York Stock Exchange (“NYSE”) under the ticker symbol “SAGUU” beginning May 7, 2026. Once the securities comprising the units begin separate trading, the Class A ordinary shares, the warrants and the rights are expected to be traded on the NYSE under the symbols “SAGU” “SAGUW” and “SAGUR,”respectively.

D. Boral Capital, LLC is acting as sole book-running manager for the offering.

The Company has granted the underwriter a 45-day option to purchase up to an additional 1,500,000 units at the initial public offering price to cover over-allotments, if any. The offering is expected to close on May 8, 2026, subject to customary closing conditions.

A registration statement relating to the securities sold in the initial public offering was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on May 6, 2026. The offering is being made only by means of a prospectus. When available, 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 SEC’s website at www.sec.gov.

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 initial public offering (“IPO”) 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, 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 IPO 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

Exhibit 99.2

Shreya Acquisition Group

Announces Closing of $110 Million Initial Public Offering (Including Partial Exercise of Over-Allotment Option)

NEW YORK, NY, May 8, 2026 – Shreya Acquisition Group (the “Company”), a newly organized special purpose acquisition company formed as a Cayman Islands exempted company, today announced the closing (the “Closing”) of its initial public offering of 11,000,000 units, including 1,000,000 units pursuant to the partial exercise of the over-allotment option, at an offering price of $10.00 per unit. The units began trading on the New York Stock Exchange (“NYSE”) under the ticker symbol “SAGUU” on May 7, 2026. Each unit consists of one Class A ordinary share, one redeemable warrant and one right to receive one-fourth (1/4th) of one Class A ordinary share upon the consummation of an initial business combination. Each warrant will entitle the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share. In connection with the partial exercise of the over-allotment option, the parties agreed that no incremental underwriting fee would be due and no additional private placement units were issued. Once the securities comprising the units begin separate trading, the Class A ordinary shares, the warrants and the rights are expected to be traded on the NYSE under the symbols “SAGU” “SAGUW” and “SAGUR,” respectively.

D. Boral Capital, LLC acted as sole book-running manager for the offering.

The Company has granted the underwriter a 45-day option to purchase up to an additional 1,500,000 units at the initial public offering price to cover over-allotments, if any, of which 1,000,000 units were purchased at Closing.

A registration statement relating to the securities sold in the initial public offering was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on May 6, 2026. The offering is being 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 SEC’s website at www.sec.gov.

Shreya Acquisition Group

Forward-Looking Statements

Contacts:

Shreya Acquisition Group

Cassia Court, Suite 716, 10 Market Street.

Camana Bay, Grand Cayman, Cayman Islands

Contact number: 230 5942 0130

Source: View Original Filing on SEC EDGAR

FAQ

What did Shreya Acquisition Group (SAGU) announce in this 8-K filing?

Shreya Acquisition Group reported completion of its initial public offering, selling 11,000,000 units at $10.00 each for $110,000,000 in gross proceeds, and detailed related agreements, trust funding, and governance steps associated with launching its SPAC structure.

How much capital did Shreya Acquisition Group (SAGU) raise in its SPAC IPO?

The company raised $110,000,000 in gross proceeds by selling 11,000,000 units at $10.00 per unit. These funds, together with private placement proceeds, support its plan to pursue a future business combination in targeted sectors.

What are the key terms of Shreya Acquisition Group (SAGU) units and warrants?

Each unit contains one Class A ordinary share, one redeemable warrant, and one right to receive one-fourth of a Class A share. Each whole warrant allows the holder to buy one Class A share at $11.50 per share, subject to adjustment.

How much money did Shreya Acquisition Group (SAGU) place into its SPAC trust account?

As of May 6, 2026, the company deposited $110,000,000 of net proceeds from the IPO and private placement into a trust account. This amount includes $600,000 of deferred underwriting commissions designated for public shareholder protection until a business combination.

Which sectors does Shreya Acquisition Group (SAGU) plan to target for a business combination?

The SPAC intends to focus on companies in health and wellness, hospitality, media and entertainment, shipping infrastructure, and waterways tourism. While it may pursue opportunities elsewhere, these sectors are highlighted as primary areas for identifying a future merger or acquisition.

Filing Exhibits & Attachments

18 documents

Shreya Acquisition (NYSE: SAGU) completes $110M SPAC IPO and sponsor placement

Rhea-AI Filing Summary

Positive

Negative