SPACCircle sponsor holds 5.75M Class B shares

Up to 750,000 Class B shares are subject to forfeiture if underwriters do not fully exercise the option to cover over-allotments.

Accepted by SEC EDGAR 10/26/2026 - 09:42 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

SPACCircle Acquisition Corp. (SCQCU) reports 5,750,000 Class B ordinary shares directly held by SPACCircle Sponsor LLC. Soumen Das, a director and 10% owner, and SPACCatalyst LLC, a 10% owner, are listed as indirect reporting persons for the holding. Das and MiteshKumar Patel are managing members of SPACCatalyst LLC, which is the Sponsor’s managing member. Up to 750,000 Class B shares are subject to forfeiture if the underwriters do not exercise in full their option to cover over-allotments. The shares automatically convert into Class A ordinary shares on a one-for-one basis at the initial business combination, or may be converted earlier at the holder’s option, subject to adjustment.

Insider Trade Summary

Holdings reported, no transactions

Holdings

Insider Das Soumen, SPACCIRCLE SPONSOR LLC, SPACCatalyst LLC

Role Director, 10% Owner | 10% Owner | 10% Owner

Type	Security	Shares	Price	Value
Holding	Class B Ordinary Shares, par value $0.0001 per share F1, F2	--	--	--

Holdings: Class B Ordinary Shares, par value $0.0001 per share — 5,750,000 contracts (Indirect, See Footnotes)

Footnotes (2)

1. F1. The reported shares of SPACCircle Acquisition Corp. (the "Issuer") are directly held by SPACCircle Sponsor LLC (the "Sponsor") and include up to 750,000 Class B ordinary shares that are subject to forfeiture if the underwriters of the Issuer's initial public offering do not exercise in full an option granted to them to cover over-allotments. Pursuant to the Issuer's Amended and Restated Memorandum And Articles of Association, the Class B ordinary shares will automatically convert into the Class A ordinary shares, par value $0.0001 per share, of the Issuer at the time of the Issuer's initial business combination on a one-for-one basis, or at any time prior to the Issuer's initial business combination, at the option of the holder, subject to adjustment as described under the heading "Description of Securities--Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-298956). The Class B ordinary shares have no expiration date.
2. F2. Soumen Das and MiteshKumar Patel are the managing members of SPACCatalyst LLC, which is the managing member of the Sponsor.

Key Figures

Class B ordinary shares held by Sponsor: 5,750,000 shares Class A shares underlying Class B holding: 5,750,000 shares Shares subject to forfeiture: Up to 750,000 shares +1 more

4 metrics

Class B ordinary shares held by Sponsor 5,750,000 shares Directly held by SPACCircle Sponsor LLC

Class A shares underlying Class B holding 5,750,000 shares Underlying shares reported in the holding entry

Shares subject to forfeiture Up to 750,000 shares If underwriters do not exercise in full the option to cover over-allotments

Class B-to-Class A conversion ratio 1 Class A share for each Class B share At the initial business combination, subject to adjustment

Key Terms

over-allotments, initial business combination, one-for-one basis

3 terms

over-allotments financial

"option granted to them to cover over-allotments"

An over-allotment is a temporary extra batch of shares that the underwriters of a stock offering are allowed to sell beyond the original amount, with the right to buy those shares back later. Think of it as spare tickets sold to meet demand and then reclaimed if needed to keep the market orderly; it helps stabilize the stock price after an offering and can affect short-term supply and potential dilution, which matters to investors tracking price and ownership stakes.

initial business combination financial

"at the time of the Issuer's initial business combination"

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.

one-for-one basis technical

"convert into the Class A ordinary shares ... on a one-for-one basis"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many Class B shares does SPACCircle Sponsor LLC hold for SCQCU?

SPACCircle Sponsor LLC directly holds 5,750,000 Class B ordinary shares, as reported in the October 26, 2026 holding entry. Soumen Das and SPACCatalyst LLC are listed as indirect reporting persons for the holding.

How do SCQCU's Class B ordinary shares convert?

The Class B ordinary shares automatically convert into Class A ordinary shares one-for-one at the initial business combination. The holder may also elect conversion before then, subject to adjustment.

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

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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^*

Das Soumen

(Last) (First) (Middle)

8795 FOLSOM BLVD

(Street)

SACRAMENTO CALIFORNIA 95826

(City) (State) (Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
10/26/2026

3. Issuer Name and Ticker or Trading Symbol
SPACCircle Acquisition Corp. [ SCQCU ]

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)

X	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	(1)	I	See Footnotes(1)(2)

1. Name and Address of Reporting Person^*

Das Soumen

(Last) (First) (Middle)

8795 FOLSOM BLVD

(Street)

SACRAMENTO CALIFORNIA 95826

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

SPACCIRCLE SPONSOR LLC

(Last) (First) (Middle)

8795 FOLSOM BLVD

(Street)

SACRAMENTO CALIFORNIA 95826

(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^*

SPACCatalyst LLC

(Last) (First) (Middle)

8795 FOLSOM BLVD

(Street)

SACRAMENTO CALIFORNIA 95826

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. The reported shares of SPACCircle Acquisition Corp. (the "Issuer") are directly held by SPACCircle Sponsor LLC (the "Sponsor") and include up to 750,000 Class B ordinary shares that are subject to forfeiture if the underwriters of the Issuer's initial public offering do not exercise in full an option granted to them to cover over-allotments. Pursuant to the Issuer's Amended and Restated Memorandum And Articles of Association, the Class B ordinary shares will automatically convert into the Class A ordinary shares, par value $0.0001 per share, of the Issuer at the time of the Issuer's initial business combination on a one-for-one basis, or at any time prior to the Issuer's initial business combination, at the option of the holder, subject to adjustment as described under the heading "Description of Securities--Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-298956). The Class B ordinary shares have no expiration date.

2. Soumen Das and MiteshKumar Patel are the managing members of SPACCatalyst LLC, which is the managing member of the Sponsor.

	/s/ Soumen Das	10/26/2026
	SPACCatalyst LLC, By: /s/ Soumen Das, Name: Soumen Das, Title: Authorized Person	10/26/2026
	SPACCircle Sponsor LLC, By: SPACCatalyst LLC, its manager, By: /s/ Soumen Das, Name: Soumen Das, Title: Authorized Person:	10/26/2026
	** 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.
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* Form 3: SEC 1473 (03-26)