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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
Date of Report (Date
of earliest event reported): October 26, 2026
SPACCircle
Acquisition Corp.
(Exact name of registrant
as specified in its charter)
| Cayman Islands |
|
001-43511 |
|
98-1937776 |
|
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
8795 Folsom Blvd
Sacramento, California 95826
(Address of principal
executive offices, including zip code)
Registrant’s
telephone number, including area code: (916) 806-7146
Not Applicable
(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 (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 |
|
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 |
|
SCQCU |
|
The Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share |
|
SCQC |
|
The Nasdaq Stock Market LLC |
| Warrants, exercisable for one Class A ordinary share at an exercise price of $11.50 per share |
|
SCQCW |
|
The Nasdaq Stock Market LLC |
| Rights, each entitling the holder to receive one-half (1/2) of one Class A ordinary share |
|
SCQCR |
|
The Nasdaq Stock Market LLC |
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
October 28, 2026, SPACCircle Acquisition Corp. (the “Company”) consummated its initial public offering (“IPO”)
of 10,000,000 units (the “Units”). The Company granted the underwriters (the “Underwriters”) a 45-day option from
the date of the prospectus (the “Over-Allotment Option”) to purchase up to an additional 1,500,000 Units at the initial public
offering price to cover over-allotments (the “Option Units”), if any. The Units were sold at a price of $10.00 per Unit, generating
gross proceeds to the Company of $100,000,000. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per
share (each, a “Class A Ordinary Share”), one redeemable warrant of the Company entitling the holder thereof to purchase one
Class A Ordinary Share for $11.50 per share, and one right to receive one-half (1/2) of one Class A Ordinary Share upon the consummation
of the Company’s initial business combination.
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. 333-298956) declared effective by the U.S. Securities and Exchange Commission on October
26, 2026 (as amended, the “Registration Statement”):
| ● | An Underwriting Agreement, dated October 26, 2026, by and between the Company and D. Boral Capital LLC,
as representative of the Underwriters, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference. |
| ● | A Warrant Agreement, dated October 26, 2026, by and between the Company and VStock Transfer, LLC, as warrant
agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference. |
| ● | A Share Rights Agreement, dated October 26, 2026, by and between the Company and VStock Transfer, LLC,
as share rights agent, a copy of which is attached as Exhibit 4.2 hereto and incorporated herein by reference. |
| ● | An Investment Management Trust Agreement, dated October 26, 2026, by and between the Company and
Equiniti Trust Company, LLC, as trustee (the “Trustee”), a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by
reference. |
| ● | A Registration Rights Agreement, dated October 26, 2026, by and among the Company and certain security
holders, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference. |
| ● | A Private Placement Units Purchase Agreement, dated October 26, 2026 (the “Private Placement Units
Purchase Agreement”), by and between the Company and SPACCircle Sponsor LLC (the “Sponsor”), a copy of which is attached
as Exhibit 10.3 hereto and incorporated herein by reference. |
| ● | A Letter Agreement, dated October 26, 2026, by and among the Company, its officers (the “Officers”), its Directors (as defined below)
and the Sponsor, a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference. |
| ● | An Administrative Services Agreement, dated October 26, 2026, by and between the Company and the Sponsor,
a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference. |
| ● | Indemnity Agreements, dated October 26, 2026, by and among the Company and each director and executive
officer of the Company, a form of which is attached as Exhibit 10.6 hereto and incorporated herein by reference. |
Item 3.02. Unregistered Sales of
Equity Securities.
Simultaneously
with the closing of the IPO, pursuant to the Private Placement Units Purchase Agreement, the Company completed the private sale of an
aggregate of 266,590 private placement units (the “Private Placement Units”) to the Sponsor at a price of $10.00 per Private
Placement Unit, or $2,665,900 in the aggregate. No underwriting discounts or commissions were paid with respect to such sale. The Private
Placement Units (and underlying securities) are identical to the Units sold in the IPO, except as otherwise disclosed in the Registration
Statement. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2)
of the Securities Act of 1933, as amended.
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
October 26, 2026, in connection with the IPO, Jeffrey W. Cordell, Stephen Markscheid, Diana Glassman and Daniel Torpey (collectively with
John Dicconson, Augustin Meloty-Kapella and Soumen Das, the “Directors”) were appointed to the board of directors of the Company
(the “Board”). Effective October 26, 2026, each of Mr. Markscheid, Ms. Glassman and Mr. Torpey was appointed to the Board’s
Audit Committee, with Mr. Torpey serving as chair of the Audit Committee. Each of Mr. Markscheid, Ms. Glassman and Mr. Cordell was appointed
to the Board’s Compensation Committee, with Ms. Glassman serving as chair of the Compensation Committee.
On
October 26, 2026, the Company entered into indemnity agreements with each of the Directors and the Officers, which require the Company
to indemnify each Director and Officer to the fullest extent permitted by applicable law and to advance expenses incurred as a result
of any proceeding against them as to which they could be indemnified. The foregoing summary of the indemnity agreements does not purport
to be complete and is subject to, and qualified in its entirety by, the full text of the form of indemnity agreement, which is filed as
Exhibit 10.6 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.03.
Amendments to the Amended and Restated Memorandum and Articles of Association; Change in Fiscal Year.
On
October 26, 2026, in connection with the IPO, the Company filed its amended and restated memorandum and articles of association (the “Amended
and Restated Memorandum and Articles of Association”) with the Cayman Islands Registrar of Companies, which was effective on such
date. The terms of the Amended and Restated Memorandum and Articles of Association are set forth in the Registration Statement and are
incorporated herein by reference. A copy of the Amended and Restated Memorandum and Articles of Association is attached as Exhibit 3.1
hereto and incorporated herein by reference.
Item 8.01. Other Events.
A
total of $100,500,000 of the proceeds from the IPO and the sale of the Private Placement Units (which amount includes up to $4,000,000
in the aggregate of the Underwriter’s deferred underwriting commissions solely on amounts remaining in the trust account following
all properly submitted shareholder redemptions in connection with the consummation of the Company's initial business combination) was
placed in a U.S.-based trust account maintained by the Trustee. Except with respect to interest earned on the funds in the trust account
that may be released to the Company to pay its taxes and for winding up and dissolution expenses, the funds held in the trust account
will not be released from the trust account until the earliest of (i) the completion of the Company’s initial business combination,
(ii) the redemption of the Company’s public shares if it is unable to complete its initial business combination within 12 months
from the closing of the IPO (the “Completion Window”), or
by such earlier liquidation date as the Board may approve, subject to applicable law, and (iii) the redemption of the Company’s
public shares properly submitted in connection with a shareholder vote to amend the Amended and Restated Memorandum and Articles of Association
to modify the substance or timing of the Company’s obligation to redeem 100% of the Company’s public shares if it has not
consummated an initial business combination within the Completion Window or with respect to any other material provisions relating to
shareholders’ rights or pre-initial business combination activity.
On
October 26, 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
October 28, 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.
(d) Exhibits
The
following exhibits are being filed herewith:
| Exhibit No. |
|
Description |
| |
|
|
| 1.1 |
|
Underwriting Agreement, dated October 26, 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 of the Company. |
| |
|
| 4.1 |
|
Warrant Agreement, dated October 26, 2026, by and between the Company and VStock Transfer, LLC, as warrant agent. |
| |
|
| 4.2 |
|
Share Rights Agreement, dated October 26, 2026, by and between the Company and VStock Transfer, LLC, as share rights agent. |
| |
|
| 10.1 |
|
Investment Management Trust Agreement, dated October 26, 2026, by and between the Company and Equiniti Trust Company, LLC, as trustee. |
| |
|
| 10.2 |
|
Registration Rights Agreement, dated October 26, 2026, by and among the Company and certain security holders. |
| |
|
| 10.3 |
|
Private Placement Units Purchase Agreement, dated October 26, 2026, by and between the Company and the Sponsor. |
| |
|
| 10.4 |
|
Letter Agreement, dated
October 26, 2026, by and among the Company, its officers, its directors and the Sponsor. |
| |
|
| 10.5 |
|
Administrative Services Agreement, dated October 26, 2026, by and between the Company and the Sponsor. |
| |
|
| 10.6 |
|
Form of Indemnity Agreement. |
| |
|
| 99.1 |
|
Press Release, dated October 26, 2026. |
| |
|
| 99.2 |
|
Press Release, dated October 28, 2026. |
| |
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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.
| |
SPACCIRCLE ACQUISITION CORP. |
| |
|
|
| |
By: |
/s/ John Dicconson |
| |
|
Name: |
John Dicconson |
| |
|
Title: |
Chief Executive Officer |
| Dated: October 28, 2026 |
|
|
Exhibit 99.1
SPACCircle Acquisition Corp. Announces the Pricing
of $100 Million Initial Public Offering
SACRAMENTO, Oct. 26, 2026 (GLOBE NEWSWIRE) --
SPACCircle Acquisition Corp. (the “Company”) announced the pricing of its initial public offering of 10,000,000 units
at $10.00 per unit. The units will be listed on the Nasdaq Global Market (“Nasdaq”) under the symbol “SCQCU”
commencing today. Each unit consists of one Class A ordinary share of the Company, one redeemable warrant, entitling the holder thereof
to purchase one Class A ordinary share of the Company at an exercise price of $11.50 per share and one right to receive one half (1/2)
of one Class A ordinary share upon the consummation of an initial business combination. Once the securities comprising the units begin
separate trading, the Company expects that the Class A ordinary shares, warrants and rights will be listed on Nasdaq under the symbols
“SCQC,” “SCQCW” and “SCQCR” respectively. The offering is expected to close on October 28, 2026, subject
to customary closing conditions.
The Company was formed for the purpose of effecting
a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or
more businesses. It may pursue an initial business combination target in any business or industry.
D. Boral is acting as sole book-running manager
for the offering. The Company has granted the underwriters 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 being made only by means of a
prospectus, copies of which may be obtained from D. Boral Capital LLC, 590 Madison Avenue, 39th Floor, New York, NY 10022, or via email
at dbccapitalmarkets@dboralcapital.com, or by accessing the U.S. Securities and Exchange Commission’s (the “SEC”)
website at www.sec.gov.
A registration statement relating to these securities
has been declared effective by the SEC. 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 an offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such state or jurisdiction.
FORWARD-LOOKING STATEMENTS
This press release contains statements that
constitute “forward-looking statements,” including with respect to the proposed initial public offering and the anticipated
use of the net proceeds. 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 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.
Company Contact:
SPACCircle Acquisition Corp.
John Dicconson
Chief Executive Officer and Chairman
831-236-7207
Exhibit
99.2
SPACCircle
Acquisition Corp. Completes $100 Million Initial Public Offering
SACRAMENTO, Oct. 28, 2026 (GLOBE NEWSWIRE) -- SPACCircle Acquisition
Corp. (the “Company”) announced the closing of its initial public offering of 10,000,000 units at $10.00 per unit.
The units began trading on October 27, 2026 on the Nasdaq Global Market (“Nasdaq”) under the symbol “SCQCU”.
Each unit consists of one Class A ordinary share of the Company, one redeemable warrant, entitling the holder thereof to purchase one
Class A ordinary share of the Company at an exercise price of $11.50 per share, and one right to receive one half (1/2) of one Class A
ordinary share upon the consummation of an initial business combination. Once the securities comprising the units begin separate trading,
the Class A ordinary shares, warrants and rights will be listed on Nasdaq under the symbols “SCQC,” “SCQCW” and
“SCQCR” respectively.
Of the proceeds received from the consummation of the initial public
offering and a simultaneous private placement of units, $100,500,000 (or $10.05 per unit sold in the public offering) was placed in trust.
The Company was formed for the purpose of effecting a merger, amalgamation,
share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. It may
pursue an initial business combination target in any business or industry.
D. Boral acted as sole book-running manager for the offering. The Company
has granted the underwriters 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 was made 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, or via email at dbccapitalmarkets@dboralcapital.com,
or by accessing the U.S. Securities and Exchange Commission’s (the “SEC”) website at www.sec.gov.
A registration statement relating to these securities has been declared
effective by the SEC on October 26, 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 an offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
FORWARD-LOOKING STATEMENTS
This press release contains statements that constitute “forward-looking
statements,” including with respect to the anticipated use of the net proceeds thereof. No assurance can be given 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 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.
Company Contact:
SPACCircle Acquisition Corp.
John Dicconson
Chief Executive Officer and Chairman
831-236-7207
