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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): February 25, 2026
TRG Latin America Acquisitions
Corp.
(Exact name of registrant
as specified in its charter)
| Cayman Islands |
|
001-43166 |
|
98-1896935 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
65 East 55th St., 15th Floor
New York, NY 10022
(Address of principal
executive offices, including zip code)
Registrant’s
telephone number, including area code: (212) 984-2900
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 and one right |
|
TRGSU |
|
The Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share |
|
TRGS |
|
The Nasdaq Stock Market LLC |
| Rights, each right entitling the holder to receive one-tenth (1/10) of one Class A ordinary share |
|
TRGSR |
|
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
February 27, 2026, TRG Latin America Acquisitions Corp. (the “Company”) consummated its initial public offering
(“IPO”) of 20,000,000 units (the “Units”). The Units were sold at a price of $10.00 per Unit, generating
gross proceeds to the Company of $200,000,000. The Company has granted the underwriter a 45-day option to purchase up to an
additional 3,000,000 units at the initial public offering price to cover over-allotments, if any. Each Unit consists of one Class A
ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one right to receive
one-tenth (1/10) of one Class A Ordinary Share upon the consummation of the Company’s initial business combination (each, a
“Share Right”).
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. 333-293354) for the IPO, initially filed with the U.S. Securities and Exchange Commission
(the “Commission”) on February 10, 2026 (as amended, the “Registration Statement”):
| |
● |
An Underwriting Agreement, dated February 25, 2026, by and between the Company and Santander US Capital Markets LLC, as the sole underwriter, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference. |
| |
● |
A Rights Agreement, dated
February 25, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as Share Rights agent, a copy of
which is attached as Exhibit 4.1 hereto and incorporated herein by reference. |
| |
● |
An Investment Management Trust Agreement, dated February 25, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference. |
| |
● |
A Registration Rights Agreement, dated February 25, 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 February 25, 2026 (the “Private Placement Units Purchase Agreement”), by and between the Company and TRG Latin America Acquisitions LLC (the “Sponsor”), a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference. |
| |
● |
A Letter Agreement, dated February 25, 2026, by and among the Company, its officers, its directors and the Sponsor, a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference. |
| |
● |
Indemnity Agreements, dated February 25, 2026, by and among the Company and each Director and Executive Officer of the Company, a form of which is attached as Exhibit 10.5 hereto and incorporated herein by reference. |
| |
● |
An Administrative Services Agreement, dated February 25, 2026, between the Company and TRG Latin America Acquisitions LLC, a copy 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 225,000 units (the “Private Placement Units”) to the Sponsor at a price of $10.00 per Private Placement Unit.
The Private Placement Units (and underlying securities) are identical to the units included in the Units sold in the IPO, except as otherwise
disclosed in the Company’s Registration Statement. No underwriting discounts or commissions were paid with respect to such sale.
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
February 25, 2026, in connection with the IPO, Daniel Gerold, Miguel Kiguel and Thomas Wolf (collectively with Nicolas Rohatyn and Miguel Gutierrez,
the “Directors”) were appointed to the board of directors of the Company (the “Board”). Effective February 25,
2026, each of Messrs. Kiguel, Gerold and Wolf were appointed to the Board’s Audit Committee, with Mr. Kiguel serving
as chair of such Committee. Each of Messrs. Kiguel, Gerold and Wolf were appointed to the Board’s Compensation Committee, with Mr.
Wolf serving as chair of such Committee.
On
February 25, 2026, the Company entered into indemnity agreements with each of the Directors and Executive Officers, which require the
Company to indemnify each of them 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
10.5 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
February 25, 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 February 25, 2026. 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 $200,000,000 of the proceeds from the IPO and the sale of the Private Placement Units (which amount includes up to $6,000,000
in the aggregate of the representative’s deferred underwriting commissions), was placed in a U.S.-based trust account maintained
by Continental Stock Transfer & Trust Company, acting as trustee, with the remaining proceeds from the Private Placement Units going
to the Company’s working capital account (a portion of which will be used to pay offering expenses). 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 up to $100,000 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 24 months from the closing of the IPO (or by such earlier liquidation date as the Company’s
board of directors 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 Company’s Amended and Restated Memorandum and Articles of Association to modify
the substance or timing of its obligation to redeem 100% of the Company’s public shares if it has not consummated an initial business
combination within 24 months from the closing of the IPO or with respect to any other material provisions relating to shareholders’
rights or pre-initial business combination activity.
On
February 25, 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
February 27, 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 February 25, 2026, by and between the Company and Santander US Capital Markets LLC, as the sole underwriter. |
| |
|
| 3.1 |
|
Amended and Restated Memorandum and Articles of Association of the Company. |
| |
|
| 4.1 |
|
Rights Agreement, dated February 25, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as rights agent. |
| |
|
| 10.1 |
|
Investment Management Trust Agreement, February 25, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee. |
| |
|
| 10.2 |
|
Registration Rights Agreement, dated February 25, 2026, by and among the Company and certain security holders. |
| |
|
| 10.3 |
|
Private Placement Units Purchase Agreement, dated February 25, 2026, by and between the Company and the Sponsor. |
| |
|
|
| 10.4 |
|
Letter Agreement, dated February 25, 2026, by and among the Company, its officers, directors, and the Sponsor. |
| |
|
| 10.5 |
|
Form of Indemnity Agreement. |
| |
|
|
| 10.6 |
|
Administrative Services Agreement, dated February 25, 2026, between the Company and TRG Latin America Acquisitions LLC. |
| |
|
|
| 99.1 |
|
Press Release, dated February 25, 2026. |
| |
|
| 99.2 |
|
Press Release, dated February 27, 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.
| |
TRG LATIN AMERICA ACQUISITIONS CORP. |
| |
|
|
| |
By: |
/s/ Nicolas Rohatyn |
| |
|
Name: |
Nicolas Rohatyn |
| |
|
Title: |
Chief Executive Officer |
| |
|
|
|
| Dated: February 27, 2026 |
|
|
4
Exhibit 99.1
TRG Latin America Acquisitions Corp. Announces Pricing of $200 Million
Initial Public Offering
NEW YORK, NEW YORK, Feb. 25, 2026 (GLOBE NEWSWIRE) -- TRG Latin America
Acquisitions Corp. (“TRG” or the “Company”) announced today that it priced its initial public offering of 20,000,000
units at $10.00 per unit. The units will be listed on the Nasdaq Stock Exchange (“Nasdaq”) and trade under the ticker symbol
“TRGSU” beginning February 26, 2026. Each unit consists of one Class A ordinary share and one right entitling the holder thereof
to receive one-tenth of one Class A ordinary share upon the consummation of an initial business combination. The Class A ordinary shares
and rights comprising the units are expected to begin separate trading no later than the 52nd day following this date. Once the securities
comprising the units begin separate trading, the Class A ordinary shares and rights are expected to be listed on Nasdaq under the symbols
“TRGS” and “TRGSR,” respectively.
Santander is acting as sole book-running manager. The Company has granted
the underwriter a 45-day option to purchase up to an additional 3,000,000 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 Santander US Capital Markets LLC, 437 Madison Avenue, New York, NY 10022, Attention: ECM Syndicate, by email at equity-syndicate@santander.us,
or by telephone at 833-818-1602.
A registration statement relating to the securities became effective
on February 25, 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 offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or jurisdiction. The offering is expected to close on February 27, 2026,
subject to customary closing conditions.
About TRG Latin America Acquisitions Corp.
The Company is a blank check company incorporated as a Cayman Islands
exempted company and 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.
While the Company may pursue a business combination in any business
or industry, it intends to capitalize on the ability of its management team and initially focus its search on identifying a prospective
target business that can benefit from its Chief Executive Officer and Chairman Nicolas S. Rohatyn, a co-founder, partner and member of
The Rohatyn Group’s executive committee, and Chief Financial Officer Miguel A. Gutierrez’s, a co-founder, partner and head
of private markets at The Rohatyn Group, historical areas of business expertise.
Miguel Kiguel, Daniel Gerold, and Thomas Wolf will be serving as board
members.
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 preliminary prospectus for the Company’s offering
filed with the U.S. Securities and Exchange Commission (the “SEC”). Copies of these documents 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.
Investor Contact:
Investor Relations Team
TRGIR@rohatyngroup.com
Exhibit 99.2
TRG
Latin America Acquisitions Corp. Completes $200 Million Initial Public Offering
NEW
YORK, NEW YORK, Feb. 27, 2026 (GLOBE NEWSWIRE) -- TRG Latin America Acquisitions Corp. (“TRG” or the “Company”)
announced today the closing of its initial public offering of 20,000,000 units, at a price of $10.00 per unit, resulting in gross proceeds
of $200,000,000. The units began trading on the Nasdaq Stock Exchange (“Nasdaq”) on February 26, 2026 under the ticker symbol
“TRGSU”. Each unit consists of one Class A ordinary share and one right entitling the holder thereof to receive one-tenth
of one Class A ordinary share upon the consummation of an initial business combination. The Class A ordinary shares and rights comprising
the units are expected to begin separate trading no later than the 52nd day following this date. Once the securities comprising the units
begin separate trading, the Class A ordinary shares and rights are expected to be listed on Nasdaq under the symbols “TRGS”
and “TRGSR,” respectively.
Santander
acted as sole book-running manager. The Company has granted the underwriter a 45-day option to purchase up to an additional 3,000,000
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 Santander US Capital Markets LLC, 437 Madison
Avenue, New York, NY 10022, Attention: ECM Syndicate, by email at equity-syndicate@santander.us, or by telephone at 833-818-1602.
A
registration statement relating to the securities has been filed with the U.S. Securities and Exchange Commission (“SEC”)
and became effective on February 25, 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 offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About
TRG Latin America Acquisitions Corp.
The
Company is a blank check company incorporated as a Cayman Islands exempted company and 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.
While the Company may pursue a business combination in any business or industry, it intends to capitalize on the ability of its management
team and initially focus its search on identifying a prospective target business that can benefit from its Chief Executive Officer and
Chairman Nicolas S. Rohatyn’s, a co-founder, partner and member of The Rohatyn Group’s executive committee, and Chief Financial
Officer Miguel A. Gutierrez’s, a co-founder, partner and head of private markets at The Rohatyn Group, historical areas of business
expertise, with a particular focus on opportunities in Argentina. Miguel Kiguel, Daniel Gerold, and Thomas Wolf will be serving as board
members.
Forward-Looking
Statements
This
press release contains statements that constitute “forward-looking statements,” including with respect to the initial public
offering and the anticipated use of the net proceeds. 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 prospectus for the Company’s initial
public offering filed with the SEC. Copies of these documents 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.
Investor
Contact:
Investor
Relations Team
TRGIR@rohatyngroup.com
