SPACCircle sponsor surrenders 750,000 Class B shares

The Class B shares convert one-for-one into Class A ordinary shares, subject to certain adjustments, with no consideration payable upon conversion.

Available on EDGAR 11/04/2026 - 06:20 PM EST Accepted by SEC EDGAR 11/04/2026 - 06:20 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

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.

Insider Trade Summary

Other: 750,000 shares

Other 1 txn

Insider Das Soumen, Patel Miteshkumar, SPACCIRCLE SPONSOR LLC, SPACCatalyst LLC

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

Type	Security	Shares	Price	Value
Other	Class B Ordinary Shares F2, F3, F1	750,000	--	--

Holdings After Transaction: Class B Ordinary Shares — 5,000,000 contracts (Indirect, See Footnote)

Holdings Before and After: Class B Ordinary Shares, 5,750,000 to 5,000,000 contracts (Indirect, See Footnote)

Footnotes (3)

1. F1. Soumen Das, a director of the Issuer, and MiteshKumar Patel are the managing members of SPACCatalyst LLC, which is the managing member of SPACCircle Sponsor LLC (the "Sponsor") and have voting and investment discretion with respect to the securities held by the Sponsor. As such, each of Messrs. Das and Patel may be deemed to possess beneficial ownership of the securities held directly by the Sponsor. Each of Messrs. Das and Patel disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
2. F2. As described in the registration statement on Form S-1 (File No. 333-298956) of SPACCircle Acquisition Corp. (the "Issuer") under the heading "Description of Securities--Ordinary Shares--Founder Shares," the Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination, or at any time prior to the Issuer's initial business combination, at the option of the holder, on a one-for-one basis, subject to certain adjustments. The Class B ordinary shares have no expiration date. No consideration is payable upon conversion.
3. F3. As contemplated in connection with the initial public offering of the Issuer, as a result of the underwriters' forfeiture of the over-allotment option, 750,000 Class B ordinary shares were surrendered by the Sponsor to the Issuer for no consideration.

Key Figures

Class B ordinary shares surrendered: 750,000 shares Class B ordinary shares held after transaction: 5,000,000 shares Conversion ratio: one-for-one

3 metrics

Class B ordinary shares surrendered 750,000 shares November 2, 2026

Class B ordinary shares held after transaction 5,000,000 shares Reported following the November 2, 2026 transaction

Conversion ratio one-for-one Class B ordinary shares convert into Class A ordinary shares

Key Terms

over-allotment option, initial business combination, Class B ordinary shares

3 terms

over-allotment option financial

"underwriters' forfeiture of the over-allotment option"

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.

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.

Class B ordinary shares financial

"the Class B ordinary shares will automatically convert"

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.

FAQ

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

How many shares did the SPACCircle Sponsor surrender?

SPACCircle Sponsor LLC surrendered 750,000 Class B ordinary shares on November 2, 2026, for no consideration. The surrender followed the underwriters’ forfeiture of the over-allotment option.

How do SPACCircle’s Class B ordinary shares convert?

Class B ordinary shares convert into Class A ordinary shares on a one-for-one basis, subject to certain adjustments. Conversion occurs automatically at the initial business combination or earlier at the holder’s option, and no consideration is payable upon conversion.

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)
11/02/2026

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

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
Class B Ordinary Shares	(2)	11/02/2026		J(3)			750,000(3)	(2)	(2)	Class A Ordinary Shares	750,000	(3)	5,000,000	I	See Footnote(1)

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^*

Patel Miteshkumar

(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^*

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. Soumen Das, a director of the Issuer, and MiteshKumar Patel are the managing members of SPACCatalyst LLC, which is the managing member of SPACCircle Sponsor LLC (the "Sponsor") and have voting and investment discretion with respect to the securities held by the Sponsor. As such, each of Messrs. Das and Patel may be deemed to possess beneficial ownership of the securities held directly by the Sponsor. Each of Messrs. Das and Patel disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

2. As described in the registration statement on Form S-1 (File No. 333-298956) of SPACCircle Acquisition Corp. (the "Issuer") under the heading "Description of Securities--Ordinary Shares--Founder Shares," the Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination, or at any time prior to the Issuer's initial business combination, at the option of the holder, on a one-for-one basis, subject to certain adjustments. The Class B ordinary shares have no expiration date. No consideration is payable upon conversion.

3. As contemplated in connection with the initial public offering of the Issuer, as a result of the underwriters' forfeiture of the over-allotment option, 750,000 Class B ordinary shares were surrendered by the Sponsor to the Issuer for no consideration.

	/s/ Soumen Das	11/04/2026
	/s/ MiteshKumar Patel	11/04/2026
	SPACCatalyst LLC, By: /s/ Soumen Das, Name: Soumen Das, Title: Authorized Person	11/04/2026
	SPACCircle Sponsor LLC, By: SPACCatalyst LLC, its manager, By: /s/ Soumen Das, Name: Soumen Das, Title: Authorized Person:	11/04/2026
	** 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)