Samos Energy Acquisition Corp (SAMO) insiders disclose 5.75M Class B shares, 750K at risk

Rhea-AI Filing Summary

Samos Energy Acquisition Sponsor entities and executive Tohme Jacques Joseph reported their initial ownership in Samos Energy Acquisition Corp. The reporting persons collectively hold 5,750,000 Class B Ordinary Shares, each with a par value of $0.0001 per share. These Class B shares are automatically convertible into Class A Ordinary Shares on a one-for-one basis in connection with the company’s initial business combination, subject to anti-dilution adjustments, and they have no expiration date. The position includes 750,000 Class B shares that may be forfeited if the underwriters in the company’s initial public offering do not exercise their over-allotment option in full.

Insights

Equity ownership analyst

Initial Form 3 shows sponsor and CEO holding 5.75M convertible Class B shares.

The reporting group, including sponsor entities and CEO Tohme Jacques Joseph, discloses beneficial ownership of 5,750,000 Class B Ordinary Shares. These shares are automatically convertible into Class A Ordinary Shares upon the company’s initial business combination on a one-for-one basis, subject to anti-dilution rights.

The filing also notes that 750,000 of these Class B shares are subject to forfeiture if the underwriters in the initial public offering do not fully exercise their over-allotment option. This creates some contingency around the final sponsor equity stake. No buy or sell transactions are reported; this is a baseline ownership disclosure.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Samos Energy Acquisition Sponsor, LP, Samos Energy Acquisition Sponsor Holdings, LLC, Tohme Jacques Joseph

Role 10% Owner | 10% Owner | Chief Executive Officer

Type	Security	Shares	Price	Value
holding	Class B Ordinary Shares, par value $0.0001 per share	--	--	--

Holdings After Transaction: Class B Ordinary Shares, par value $0.0001 per share — 5,750,000 shares (Direct)

Footnotes (1)

1. The Class B Ordinary Shares are automatically convertible into the Issuer's Class A Ordinary Shares at the time of the Issuer's initial business combination (with such conversion taking place immediately prior to, simultaneously with, or immediately following the time of the Issuer's initial business combination, as may be determined by the Issuer's directors) on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, and have no expiration date. Includes 750,000 Class B Ordinary Shares that are subject to forfeiture if the underwriters in the Issuer's initial public offering do not exercise their over-allotment option in full.

Key Figures

Class B shares beneficially owned: 5,750,000 Class B Ordinary Shares Shares subject to forfeiture: 750,000 Class B Ordinary Shares Conversion ratio: One-for-one Class B into Class A +1 more

4 metrics

Class B shares beneficially owned 5,750,000 Class B Ordinary Shares Initial beneficial ownership position reported by the reporting persons

Shares subject to forfeiture 750,000 Class B Ordinary Shares Forfeitable if IPO underwriters do not fully exercise over-allotment option

Conversion ratio One-for-one Class B into Class A Automatic conversion at the time of the initial business combination, subject to anti-dilution

Par value per share $0.0001 per share Par value for both Class B and underlying Class A Ordinary Shares

Key Terms

Class B Ordinary Shares, over-allotment option, anti-dilution rights, initial business combination

4 terms

Class B Ordinary Shares financial

"The Class B Ordinary Shares are automatically convertible into the Issuer's Class A Ordinary Shares"

Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.

over-allotment option financial

"subject to forfeiture if the underwriters in the Issuer's initial public offering do not exercise their over-allotment option in full"

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.

anti-dilution rights financial

"on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights"

initial business combination financial

"at the time of the Issuer's initial business combination ... on a one-for-one basis"

An initial business combination is the deal in which a special-purpose acquisition company (SPAC) merges with or acquires an operating business to bring that business onto public markets. Think of the SPAC as an empty shell that raises money from investors, then uses that cash to buy a private company—this transaction turns the private company into a public one and often changes its ownership, valuation, and access to capital, so investors should watch for shifts in risk, future growth prospects, and shareholder rights.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What insider ownership does SAMO report on this Form 3?

Samos Energy Acquisition Corp (SAMO) insiders report beneficial ownership of 5,750,000 Class B Ordinary Shares. These shares are held by sponsor-related reporting persons and form the baseline disclosed equity position in the company’s Class B Ordinary Shares.

How many SAMO Class B shares are subject to forfeiture?

750,000 of the 5,750,000 Class B Ordinary Shares are subject to forfeiture. This forfeiture occurs if the underwriters in Samos Energy Acquisition Corp’s initial public offering do not exercise their over-allotment option in full.

Are SAMO’s Class B shares convertible into Class A shares?

Yes, the Class B Ordinary Shares automatically convert into Class A Ordinary Shares. Conversion occurs at the time of the company’s initial business combination on a one-for-one basis, subject to anti-dilution adjustments, with no expiration date.

Who are the reporting persons on this SAMO Form 3?

The reporting persons are Samos Energy Acquisition Sponsor, LP, Samos Energy Acquisition Sponsor Holdings, LLC, and Tohme Jacques Joseph. Joseph is listed as a director, Chief Executive Officer, and a ten percent owner of Samos Energy Acquisition Corp.

Does this SAMO Form 3 report any insider share purchases or sales?

No insider purchases or sales are reported in this Form 3 for SAMO. The entry reflects a holding of Class B Ordinary Shares and establishes the initial beneficial ownership position rather than documenting a new transaction.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Samos Energy Acquisition Sponsor, LP

(Last) (First) (Middle)

C/O SAMOS ENERGY ACQUISITION CORPORATION

535 FIFTH AVENUE, 4TH FLOOR, SUITE 1051

(Street)

NEW YORK NEW YORK 10017

(City) (State) (Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
07/10/2026

3. Issuer Name and Ticker or Trading Symbol
Samos Energy Acquisition Corp [ SAMO ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Ordinary Shares, par value $0.0001 per share	(1)	(1)	Class A Ordinary Shares, par value $0.0001 per share	5,750,000(2)	(1)	D

1. Name and Address of Reporting Person^*

Samos Energy Acquisition Sponsor, LP

(Last) (First) (Middle)

C/O SAMOS ENERGY ACQUISITION CORPORATION

535 FIFTH AVENUE, 4TH FLOOR, SUITE 1051

(Street)

NEW YORK NEW YORK 10017

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Samos Energy Acquisition Sponsor Holdings, LLC

(Last) (First) (Middle)

C/O SAMOS ENERGY ACQUISITION CORPORATION

535 FIFTH AVENUE, 4TH FLOOR, SUITE 1051

(Street)

NEW YORK NEW YORK 10017

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Tohme Jacques Joseph

(Last) (First) (Middle)

C/O SAMOS ENERGY ACQUISITION CORPORATION

535 FIFTH AVENUE, 4TH FLOOR, SUITE 1051

(Street)

NEW YORK NEW YORK 10017

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

Explanation of Responses:

1. The Class B Ordinary Shares are automatically convertible into the Issuer's Class A Ordinary Shares at the time of the Issuer's initial business combination (with such conversion taking place immediately prior to, simultaneously with, or immediately following the time of the Issuer's initial business combination, as may be determined by the Issuer's directors) on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, and have no expiration date.

2. Includes 750,000 Class B Ordinary Shares that are subject to forfeiture if the underwriters in the Issuer's initial public offering do not exercise their over-allotment option in full.

	Samos Energy Acquisition Sponsor LP By: Samos Energy Acquisition Sponsor Holdings, LLC, its general partner By: , Chief Executive Officer	07/10/2026
	Samos Energy Acquisition Sponsor Holdings, LLC, By: , Chief Executive Officer	07/10/2026
	Jacques Tohme	07/10/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)