STOCK TITAN

Samos Energy Acquisition (NYSE: SAMO) completes $230M SPAC IPO and funding

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

Rhea-AI Filing Summary

Samos Energy Acquisition Corporation, a Cayman Islands special purpose acquisition company, completed its initial public offering of 20,000,000 units at $10.00 per unit and, according to a closing press release, sold an additional 3,000,000 units under the underwriters’ overallotment option, for total gross proceeds of $230,000,000.

Each unit consists of one Class A ordinary share and one-half of one redeemable warrant, with each whole warrant exercisable at $11.50 per share. A simultaneous private placement involved the sale of 4,000,000 warrants to the sponsor and 2,000,000 warrants to Cantor Fitzgerald & Co. at $1.00 each, generating $6,000,000 in gross proceeds.

Of the proceeds from the IPO and private placement, $200,000,000, including $8,000,000 of deferred underwriting discounts and commissions, was deposited into a U.S.-based trust account for the benefit of public shareholders, to fund a future business combination or redemptions within 24 months from the IPO closing. The company also appointed three directors, formed audit and compensation committees, adopted amended charter documents, and entered into indemnification agreements with key executives and directors.

Positive

  • None.

Negative

  • None.

Insights

Analyzing...

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 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
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.
Initial IPO units 20,000,000 units Units completed in the IPO on July 13, 2026
Overallotment units 3,000,000 units Underwriters’ option fully exercised, per closing press release
Total units sold 23,000,000 units Total IPO units including overallotment
IPO price $10.00 per unit Offering price for each SPAC unit
Gross IPO proceeds $230,000,000 Gross proceeds from 23,000,000 units sold
Trust funding $200,000,000 Net proceeds deposited into trust, including deferred underwriting
Deferred underwriting $8,000,000 Deferred underwriting discounts and commissions held in trust
Private Placement Warrants 6,000,000 warrants; $6,000,000 Warrants sold at $1.00 each to sponsor and Cantor
Private Placement Warrants financial
"completed the private sale of 4,000,000 warrants... the “Private Placement Warrants”"
Private placement warrants are tradable coupons given directly to a limited group of investors that let the holder buy a company's shares at a fixed price before a set expiration date. They matter to investors because they can provide extra upside if the stock rises and give companies a way to raise money outside a public offering, but they also can increase the number of shares outstanding (dilution) and therefore affect share value and investor returns.
overallotment option financial
"full exercise by the underwriters of their overallotment option to purchase an additional 3,000,000 units"
An overallotment option (often called a "greenshoe") is a pre-arranged allowance for underwriters to sell or buy up to a specified extra percentage of a company’s shares during an offering to meet unexpected demand or support the share price. Think of it as a short-term buffer: it helps reduce wild swings right after shares start trading but can slightly increase the total shares outstanding if the option is exercised, which matters to investors because it affects supply, price stability, and potential dilution.
trust account financial
"$200,000,000... has been deposited into a U.S. based 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 discounts and commissions financial
"including $8,000,000 of deferred underwriting discounts and commissions"
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.
See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Learn about SEC filing dates

FAQ

What were the key terms of Samos Energy Acquisition (SAMO) IPO units?

Samos Energy Acquisition sold IPO units at $10.00 each. Every unit includes one Class A ordinary share and one-half of one redeemable warrant, with each whole warrant exercisable for one share at $11.50 per share.

How much capital did Samos Energy Acquisition (SAMO) raise in its SPAC IPO?

The company reported gross proceeds of $230,000,000 from the sale of 23,000,000 units. This total includes the underwriters’ fully exercised 3,000,000-unit overallotment option at the same $10.00 per-unit price.

How much money from the Samos Energy Acquisition (SAMO) IPO went into the trust account?

The company states that $200,000,000, including $8,000,000 of deferred underwriting discounts and commissions, was deposited into a U.S.-based trust account. These funds support a future business combination or public shareholder redemptions within 24 months.

What private placement did Samos Energy Acquisition (SAMO) complete alongside its IPO?

At IPO closing, the company sold 6,000,000 Private Placement Warrants—4,000,000 to its sponsor and 2,000,000 to Cantor—at $1.00 per warrant. This private sale generated additional gross proceeds of $6,000,000 for the company.

What is the SPAC timeline for Samos Energy Acquisition (SAMO) to complete a business combination?

Public funds in the trust account are tied to a 24-month deadline from the IPO closing. If no initial business combination is completed within this period, the company must redeem its public shares, subject to applicable law and charter provisions.

Which governance steps did Samos Energy Acquisition (SAMO) take at IPO closing?

The company appointed three directors, identified two as independent under NYSE and SEC standards, formed audit and compensation committees, adopted an amended and restated Memorandum and Articles of Association, and entered into indemnification agreements with key directors and officers.
false --12-31 0002125567 0002125567 2026-07-09 2026-07-09 0002125567 SAMOU:UnitsEachConsistingOfOneClassOrdinaryShare0.0001ParValueAndOnehalfOfOneWarrantMember 2026-07-09 2026-07-09 0002125567 SAMOU:ClassOrdinarySharesParValue0.0001PerSharMember 2026-07-09 2026-07-09 0002125567 SAMOU:WarrantsExercisableForOneClassOrdinaryShareAtExercisePriceOf11.50PerShareMember 2026-07-09 2026-07-09 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

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): July 9, 2026

 

Samos Energy Acquisition Corporation
(Exact name of registrant as specified in its charter)

 

Cayman Islands

 

001-43392 

 

98-1919529 

(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)
         

 

535 Fifth Avenue, 4th Floor, Suite 1051    
New York, NY   10017
(Address of principal executive offices)   (Zip Code)

 

(212) 329-9903
Registrant’s telephone number, including area code
 
Not Applicable
(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communication 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 registered 

 

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-half of one warrant   SAMO.U   New York Stock Exchange
Class A ordinary shares, par value $0.0001 per share   SAMO   New York Stock Exchange
Warrants, exercisable for one Class A ordinary share at an exercise price of $11.50 per share   SAMO.WS   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 (§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 July 9, 2026, the registration statement on Form S-1, as amended (File No. 333-296771) (the “Registration Statement”),  relating to the initial public offering (the “IPO”) of Samos Energy Acquisition Corporation, a Cayman Islands exempted company (the “Company”) was declared effective by the U.S. Securities and Exchange Commission (the “Commission”). On July 13, 2026, the Company completed its IPO of 20,000,000 units (the “Units”). The Units were issued pursuant to an underwriting agreement, dated July 10, 2026, between the Company and Cantor Fitzgerald & Co. (“Cantor”). Each Unit had an offering price of $10.00 and consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one warrant of the Company (each such whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share.

 

In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Registration Statement:

 

The Underwriting Agreement, dated July 10, 2026, between the Company and Cantor.

 

A Public Warrant Agreement, dated July 10, 2026, between the Company and Continental Stock Transfer & Trust Company, as warrant agent.

 

A Private Warrant Agreement, dated July 10, 2026, between the Company and Continental Stock Transfer & Trust Company, as warrant agent.

 

A Letter Agreement (the “Letter Agreement”), dated July 10, 2026, among the Company, its officers and directors, and Samos Energy Acquisition Sponsor, LP (the “Sponsor”).

 

An Investment Management Trust Agreement, dated July 10, 2026, between the Company and Continental Stock Transfer & Trust Company, as trustee.

 

A Registration Rights Agreement, dated July 10, 2026, among the Company, the Sponsor and Cantor.

 

An Administrative Support Agreement, dated July 10, 2026, between the Company and the Sponsor.

 

A Sponsor Private Placement Warrants Purchase Agreement (the “Sponsor Purchase Agreement,” and collectively with the Purchase Agreement, the “Private Placement Warrant Purchase Agreements”), dated July 10, 2026, between the Company and the Sponsor.

 

A Private Placement Warrants Purchase Agreement (the “Purchase Agreement”), dated July 10, 2026, between the Company and Cantor.

 

indemnity agreements, dated July 10, among the Company and each of its officers and directors.

 

Each of the foregoing agreements is attached as Exhibits 1.1, 4.5, 4.6, 10.2, 10.3, 10.4, 10.5, 10.6, 10.7, 10.8 and 10.9, respectively, and is incorporated into this Item 1.01 by reference.

 

Item 3.02 Unregistered Sales of Equity Securities.

 

On July 13, 2026, simultaneously with the closing of the IPO of the Company and pursuant to the Private Placement Warrant Purchase Agreements, the Company completed the private sale of 4,000,000 warrants to the Sponsor and 2,000,000 warrants to Cantor, for an aggregate of 6,000,000 warrants (the “Private Placement Warrants”) 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 sold as part of the Units sold in the IPO, except as otherwise disclosed in the Prospectus (as defined below). Pursuant to the Letter Agreement, the parties agreed not to transfer, assign or sell any Private Placement Warrants (except to certain permitted transferees) until 30 days after the completion of the Company’s initial business combination. 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 (the “Securities Act”).

 

1

 

 

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

 

On July 10, 2026, Trent Kososki, Joseph McMonigle and Khodor Mattar were appointed as members of the Board of Directors of the Company (the “Board”). The Board has determined that Joseph McMonigle and Khodor Mattar are “independent directors” as defined in the New York Stock Exchange listing standards and applicable Commission rules. Joseph McMonigle and Khodor Mattar will serve on the audit committee, with Khodor Mattar serving as chair of the audit committee. Joseph McMonigle and Khodor Mattar will serve on the compensation committee, with Joseph McMonigle serving as chair of the compensation committee.

 

On July 10, 2026, the Company entered into indemnification agreements with Jacques Tohme, Trent Kososki, Joseph McMonigle and Khodor Mattar that require the Company to indemnify these individuals to the fullest extent permitted under applicable law and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. The foregoing description is qualified in its entirety by reference to the full text of the indemnification agreements, the form of which is filed as Exhibit 10.7 to this Current Report on Form 8-K and incorporated in this Item 5.02 by reference.

 

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 (as so amended, the “Memorandum and Articles”) were approved on July 10, 2026. A description of the Memorandum and Articles is contained in the section of the prospectus for the IPO, dated July 10, 2026, and filed 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 7.01 Regulation FD Disclosure.

 

On July 10, 2026, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing the pricing of the IPO. On July 13, 2026, the Company issued a press release, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K, announcing the closing of the IPO.

 

In accordance with General Instruction B.2 of Form 8-K, the information presented herein under Item 7.01 and set forth in the attached press releases included as Exhibit 99.1 and Exhibit 99.2 to this report is deemed to be “furnished” solely pursuant to Item 7.01 of this report and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information or the exhibit be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.

 

Item 8.01 Other Events.

 

Of the net proceeds of the IPO and the sale of the Private Placement Warrants, $200,000,000, including $8,000,000 of deferred underwriting discounts and commissions, has been deposited into a U.S. based trust account, with 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 pay its taxes, the proceeds from the IPO and the sale of the Private Placement Warrants held in the trust account will not be released from the trust account until the earliest to occur of (a) the completion of the Company’s initial business combination (including the release of funds to pay any amounts due to any public shareholders who properly exercise their redemption rights in connection therewith), (b) the redemption of any public shares properly submitted in connection with a shareholder vote to approve an amendment to the Memorandum and Articles (i) in a manner that would affect the substance or timing of the Company’s obligation to redeem 100% of its public shares if an initial business combination is not completed within 24 months from the closing of the IPO or (ii) with respect to any other provision relating to the rights of holders of the Class A Ordinary Shares or pre-initial business combination activity or (c) the redemption of the Company’s public shares if the Company is unable to complete its business combination within 24 months from the closing of the IPO, subject to applicable law.

 

2

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
Number 

 

Description of Exhibits 

1.1   Underwriting Agreement, dated July 10, 2026, between the Company and Cantor.
3.1   Amended and Restated Memorandum and Articles of Association.
4.1   Public Warrant Agreement, dated July 10, 2026, between the Company and Continental Stock Transfer & Trust Company, as warrant agent.
4.2   Private Warrant Agreement, dated July 10, 2026, between the Company and Continental Stock Transfer & Trust Company, as warrant agent.
10.1   Letter Agreement, dated July 10, 2026, among the Company, its officers and directors, and the Sponsor.
10.2   Investment Management Trust Agreement, dated July 10, 2026, between the Company and Continental Stock Transfer & Trust Company, as trustee.
10.3   Registration Rights Agreement, dated July 10, 2026, among the Company, the Sponsor and Cantor.
10.4   Administrative Support Agreement, dated July 10, 2026, between the Company and the Sponsor.
10.5   Sponsor Private Placement Warrants Purchase Agreement, dated July 10, 2026, between the Company and the Sponsor.
10.6   Private Placement Warrants Purchase Agreement, dated July 10, 2026, between the Company and Cantor.
10.7   Form of Indemnification Agreement.
99.1   Press Release, dated July 10, 2026.
99.2   Press Release, dated July 13, 2026.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

3

 

 

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.

 

  SAMOS ENERGY ACQUISITION CORPORATION
     
Date: July 15, 2026 By:

/s/ Jacques Tohme 

  Name: Jacques Tohme
  Title: Chief Executive Officer

 

4

Exhibit 99.1

 

Samos Energy Acquisition Corporation Announces Pricing of Initial Public Offering

 

NEW YORK—July 10, 2026—Samos Energy Acquisition Corporation (the “Company”) announced today the pricing of its initial public offering (“IPO”) of 20,000,000 units at a price of $10.00 per unit. The units will be listed on the New York Stock Exchange (the “NYSE”) and trade under the ticker symbol “SAMO.U” beginning on July 10, 2026. Each unit consists of one Class A ordinary share and one-half of one redeemable warrant, with each whole warrant entitling the holder thereof to purchase one of the Company’s Class A ordinary shares at an exercise price of $11.50 per share. Once the securities comprising the units begin separate trading, the Class A ordinary shares and warrants are expected to be listed on the NYSE under the symbols “SAMO” and “SAMO.WS,” respectively.

 

Cantor Fitzgerald & Co. is acting as the sole book running manager for the proposed offering. The Company has granted the underwriter a 45-day option to purchase up to an additional 3,000,000 units at the IPO price.

 

The public offering is being made only by means of a prospectus. When available, copies of the prospectus may be obtained from: Cantor Fitzgerald & Co., Attention: Capital Markets, 110 East 59th Street, New York, NY 10022, or by email at prospectus@cantor.com or by visiting the SEC’s website at www.sec.gov.

 

A registration statement relating to these securities has been declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on July 9, 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 Samos Energy Acquisition Corporation

 

Samos Energy Acquisition Corporation was formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination. The Company intends to focus its search for a target business with significant international energy assets that are operational and cash generative. The Company is sponsored by Samos Energy Acquisition Sponsor, LP, which is affiliated with Samos Investments LLC (“Samos Energy”), a special situations investor in traditional energy assets pursuing asset acquisitions and financings across the energy system.

 

Forward Looking Statements

 

This press release contains statements that constitute “forward-looking statements,” including with respect to the IPO. No assurance can be given that the offering discussed above will be completed on the terms described, or at all. 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.

 

Contacts

 

Investors:

 

Jacques Tohme, Chief Executive Officer

Email: spac@samosenergy.com

Phone: 212-329-9903

Exhibit 99.2

 

Samos Energy Acquisition Corporation Announces Closing of $230 Million Initial Public Offering

 

NEW YORK—July 13, 2026—Samos Energy Acquisition Corporation (the “Company”) announced today the closing of its initial public offering (“IPO”) of 23,000,000 units, including the full exercise by the underwriters of their overallotment option to purchase an additional 3,000,000 units. The offering was priced at $10.00 per unit, resulting in gross proceeds to the Company of $230,000,000.

 

The units began trading on the New York Stock Exchange (the “NYSE”) under the ticker symbol “SAMO.U” on July 10, 2026. Each unit consists of one Class A ordinary share and one-half of one redeemable warrant, with each whole warrant entitling the holder thereof to purchase one of the Company’s Class A ordinary shares at an exercise price of $11.50 per share. Once the securities comprising the units begin separate trading, the Class A ordinary shares and warrants are expected to be listed on the NYSE under the symbols “SAMO” and “SAMO.WS,” respectively.

 

Of the proceeds received from the consummation of the initial public offering (including the exercise of the overallotment option) and a simultaneous private placement of units, $230,000,000 (or $10.00 per unit sold in the offering) was placed in the Company’s trust account for the benefit of the Company’s public shareholders.

 

Cantor Fitzgerald & Co. acted as the sole book running manager for the offering.

 

The public offering was made only by means of a prospectus. Copies of the prospectus may be obtained from: Cantor Fitzgerald & Co., Attention: Capital Markets, 110 East 59th Street, New York, NY 10022, or by email at prospectus@cantor.com or by visiting the SEC’s website at www.sec.gov.

 

A registration statement relating to these securities was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on July 9, 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 Samos Energy Acquisition Corporation

 

Samos Energy Acquisition Corporation was formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination. The Company intends to focus its search for a target business with significant international energy assets that are operational and cash generative. The Company is sponsored by Samos Energy Acquisition Sponsor, LP, which is affiliated with Samos Investments LLC (“Samos Energy”), a special situations investor in traditional energy assets pursuing asset acquisitions and financings across the energy system.

 

Forward Looking Statements

 

This press release contains statements that constitute “forward-looking statements,” including with respect to the IPO. 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.

 

Contacts

 

Investors:

 

Jacques Tohme, Chief Executive Officer

Email: spac@samosenergy.com

Phone: 212-329-9903

Filing Exhibits & Attachments

17 documents