SPACCircle sponsor buys 266,590 shares at $10

Each private placement unit paired a Class A ordinary share with a warrant and a right to receive one-half of a Class A ordinary share.

Accepted by SEC EDGAR 10/29/2026 - 05:07 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

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.

Insider Trade Summary

Net Buyer: 266,590 shares

Net Buy 1 txn

Insider Das Soumen, SPACCIRCLE SPONSOR LLC, SPACCatalyst LLC

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

Bought 266,590 shs ($2.67M)

Type	Security	Shares	Price	Value
Purchase	Class A Ordinary Shares F1, F2	266,590	$10.00	$2.67M

Holdings After Transaction: Class A Ordinary Shares — 266,590 shares (Indirect, See footnote)

Holdings Before and After: Class A Ordinary Shares, 0 to 266,590 shares (Indirect, See footnote)

Footnotes (2)

1. F1. Represents shares underlying the private placement units (each unit consisting of one Class A ordinary share, one warrant, each exercisable to purchase one Class A ordinary share, and one right to receive one-half (1/2) of one Class A ordinary share) directly held by SPACCircle Sponsor LLC (the "Sponsor"), and which were acquired pursuant to a Private Placement Units Purchase Agreement by and between the Sponsor and SPACCircle Acquisition Corp.
2. F2. Soumen Das, a director of the Issuer, is a managing member of SPACCatalyst LLC, which is the managing member of the Sponsor, and has voting and investment discretion with respect to the securities held by the Sponsor. As such, Mr. Das may be deemed to possess beneficial ownership of the securities held directly by the Sponsor. Mr. Das disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

Key Figures

Shares purchased: 266,590 Class A ordinary shares Reported transaction price: $10 per share Shares held after transaction: 266,590 Class A ordinary shares +3 more

6 metrics

Shares purchased 266,590 Class A ordinary shares Underlying private placement units; October 28, 2026

Reported transaction price $10 per share Purchase reported October 28, 2026

Shares held after transaction 266,590 Class A ordinary shares Directly held by SPACCircle Sponsor LLC

Class A ordinary shares per private placement unit 1 share Unit composition

Warrants per private placement unit 1 warrant Each warrant is exercisable to purchase 1 Class A ordinary share

Right per private placement unit 1 right to receive one-half of 1 Class A ordinary share Unit composition

Key Terms

private placement units, warrant, right, beneficial ownership

4 terms

private placement units financial

"shares underlying the private placement units"

warrant financial

"each exercisable to purchase one Class A ordinary share"

A warrant is a time-limited financial contract that gives its holder the right to buy a company's shares at a set price before a specified date, like a coupon that lets you purchase stock at a fixed discount for a limited time. It matters to investors because warrants offer leveraged exposure to a stock’s upside and can dilute existing shareholders if exercised, so they affect potential gains and the company’s outstanding share count.

right financial

"one right to receive one-half (1/2) of one Class A ordinary share"

beneficial ownership regulatory

"may be deemed to possess beneficial ownership"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

FAQ

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

How many shares did SPACCircle Sponsor LLC buy in SCQCU?

SPACCircle Sponsor LLC reported purchasing 266,590 Class A ordinary shares underlying private placement units on October 28, 2026, at $10 per share. It directly held 266,590 shares after the transaction. No Rule 10b5-1 plan is reported.

What did each SCQCU private placement unit include?

Each unit included 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.

What is Soumen Das's connection to SPACCircle Sponsor LLC?

Soumen Das is a director of SPACCircle Acquisition Corp. and a managing member of SPACCatalyst LLC, which is the Sponsor's managing member. He has voting and investment discretion over securities held by the Sponsor and may be deemed to possess beneficial ownership, subject to his stated disclaimer.

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

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SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/28/2026

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Ordinary Shares	10/28/2026	10/28/2026	P		266,590(1)	A	$10	266,590(1)	I	See footnote(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

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. Represents shares underlying the private placement units (each unit consisting of one Class A ordinary share, one warrant, each exercisable to purchase one Class A ordinary share, and one right to receive one-half (1/2) of one Class A ordinary share) directly held by SPACCircle Sponsor LLC (the "Sponsor"), and which were acquired pursuant to a Private Placement Units Purchase Agreement by and between the Sponsor and SPACCircle Acquisition Corp.

2. Soumen Das, a director of the Issuer, is a managing member of SPACCatalyst LLC, which is the managing member of the Sponsor, and has voting and investment discretion with respect to the securities held by the Sponsor. As such, Mr. Das may be deemed to possess beneficial ownership of the securities held directly by the Sponsor. Mr. Das disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

	/s/ Soumen Das	10/29/2026
	SPACCatalyst LLC, By: /s/ Soumen Das, Name: Soumen Das, Title: Authorized Person	10/29/2026
	SPACCircle Sponsor LLC, By: SPACCatalyst LLC, its manager, By: /s/ Soumen Das, Name: Soumen Das, Title: Authorized Person:	10/29/2026
	** 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 4 (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 4: SEC 1474 (03-26)