SPACCircle Acquisition Corp. reports that SPACCircle Sponsor LLC surrendered 750,000 Class B ordinary shares to the issuer for no consideration on November 2, 2026, as a result of the underwriters’ forfeiture of the over-allotment option. The Sponsor’s reported Class B holdings after the transaction were 5,000,000 shares. The shares automatically convert into Class A ordinary shares at the initial business combination, or earlier at the holder’s option.
SPACCircle Acquisition Corp. reported that SPACCircle Sponsor LLC purchased 266,590 Class A ordinary shares underlying private placement units at $10 per share on October 28, 2026; 266,590 shares followed the transaction. Soumen Das, a director, and Miteshkumar Patel are managing members of SPACCatalyst LLC, the Sponsor’s managing member. They may be deemed beneficial owners through their voting and investment discretion, while each disclaims beneficial ownership beyond any pecuniary interest. No Rule 10b5-1 plan is reported.
SPACCircle Acquisition Corp. reports that SPACCircle Sponsor LLC directly holds 5,750,000 Class B ordinary shares. Up to 750,000 of those shares are subject to forfeiture if the underwriters do not exercise in full their option to cover over-allotments. The Class B shares automatically convert into Class A ordinary shares one-for-one at the initial business combination, or earlier at the holder’s option, subject to adjustment. Soumen Das and MiteshKumar Patel are managing members of SPACCatalyst LLC, which is the Sponsor’s managing member.
For SPACCircle Acquisition Corp. (SCQCU), SPACCircle Sponsor LLC reported beneficial ownership of 5,266,590 ordinary shares, or 34.50% of the 15,266,590 ordinary shares outstanding as of November 3, 2026. The block comprises 266,590 Class A shares and 5,000,000 Class B founder shares. Soumen Das, a director, MiteshKumar Patel and SPACCatalyst LLC also report deemed beneficial ownership of that same block; Das and Patel disclaim beneficial ownership except to the extent of any pecuniary interest.
The founder shares convert one-for-one into Class A shares at the initial business combination or earlier at the holder’s option, subject to adjustment. The sponsor purchased 266,590 Placement Units at $10.00 per unit; each includes one Class A share, a warrant exercisable at $11.50 beginning 30 days after consummation of the initial business combination, and a right to one-half Class A share upon consummation. The units and underlying securities are subject to a transfer restriction until 30 days after the business combination, with limited exceptions.
SPACCircle Acquisition Corp. completed its initial public offering of 10,000,000 units at $10.00 each, generating $100,000,000 in gross proceeds, and sold 266,590 private placement units to SPACCircle Sponsor LLC, its sponsor, for $2,665,900. Each unit includes one Class A ordinary share, one redeemable warrant exercisable at $11.50 per share, and one right to receive half a share upon a business combination. The company placed $100,500,000 ($10.05 per unit) in a U.S.-based trust; $4,000,000 in deferred underwriting commissions is payable only on trust funds remaining after properly submitted redemptions.
As of October 28, 2026, its audited balance sheet showed $621,457 in cash and $100,500,000 in trust. The company had not selected a business-combination target or commenced operations. The audit report states that if it cannot raise additional funds and complete a business combination by October 28, 2027, it will cease operations except to liquidate; these conditions raise substantial doubt about its ability to continue as a going concern.
On November 2, the underwriters said the over-allotment option would not be exercised. The sponsor forfeited 750,000 Class B ordinary shares, which the company cancelled so initial shareholders would maintain approximately 33% ownership of issued and outstanding ordinary shares, excluding sponsor-held private placement units.
SPACCircle Acquisition Corp. (SCQCU) is the issuer in a Schedule 13G reporting that Feis Equities LLC and Lawrence M. Feis each beneficially own 988,523 Class A ordinary shares, equal to 9.89% of the class. Each reports sole voting and sole dispositive power over 988,523 shares. The percentage is based on 10,000,000 Class A ordinary shares outstanding as of October 28, 2026.
SPACCircle Acquisition Corp. reported that SPACCircle Sponsor LLC purchased 266,590 Class A ordinary shares underlying private placement units at a reported price of $10 per share on October 28, 2026. The Sponsor acquired the units under a Private Placement Units Purchase Agreement and directly held 266,590 shares after the transaction. No Rule 10b5-1 plan is reported.
Each unit consisted of one Class A ordinary share, one warrant exercisable to purchase one Class A ordinary share, and one right to receive one-half of a Class A ordinary share. Soumen Das, a director of SPACCircle Acquisition Corp., is a managing member of SPACCatalyst LLC, the Sponsor’s managing member, and has voting and investment discretion over the Sponsor-held securities. He may be deemed to possess beneficial ownership and disclaims beneficial ownership except to the extent of any direct or indirect pecuniary interest.
SPACCircle Acquisition Corp. completed its initial public offering of 10,000,000 units at $10.00 each, generating $100,000,000 in gross proceeds. Each unit contains one Class A ordinary share, one warrant to purchase one Class A ordinary share at $11.50, and one right to receive one-half of a Class A ordinary share upon an initial business combination. The company also sold 266,590 private placement units to its Sponsor for $2,665,900.
The company placed $100,500,000 of IPO and private-placement proceeds in a U.S.-based trust account. Funds are held until completion of a business combination, redemption if no combination is completed within 12 months after the IPO closing (or an earlier board-approved liquidation date), or specified shareholder redemptions tied to a vote to amend provisions governing redemption or material shareholder rights or pre-combination activity. Interest may be released for taxes and winding-up or dissolution expenses. The trust amount includes up to $4,000,000 in deferred underwriting commissions, solely on funds remaining after properly submitted redemptions in connection with a business combination. Underwriters received a 45-day option to purchase up to 1,500,000 additional units at the IPO price to cover over-allotments.
SPACCircle Acquisition Corp. is offering 10,000,000 units at $10.00 each, a $100,000,000 public offering; the underwriters have a 45-day option to purchase up to 1,500,000 additional units. Each unit includes one Class A ordinary share, one redeemable warrant exercisable at $11.50 per share beginning 30 days after an initial business combination, and one right to receive one-half of a Class A ordinary share upon its consummation. Warrants expire five years after the initial business combination or earlier upon redemption or liquidation.
After $2,000,000 in underwriting discounts and commissions, proceeds before expenses are $98,000,000. The company will deposit $100,500,000 from offering and private-placement proceeds in a U.S. trust account. SPACCircle has not selected a target and must complete an initial business combination within 12 months after the offering closes, unless shareholders approve an extension; public shareholders may redeem shares in connection with a business combination. Estimated immediate dilution is approximately 98.70%, or $9.87 per share, assuming no over-allotment, based on $0.13 pro forma net tangible book value per share versus the $10.00 offering price.