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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):
March 27, 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 8.01. Other Events.
As previously disclosed on
a Current Report on Form 8-K dated February 27, 2026, TRG Latin America Acquisitions Corp. (the “Company”)
consummated its initial public offering (“IPO”) of 20,000,000 units (the “Units”) on February 27,
2026. 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. The Units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $200,000,000.
In connection with the IPO,
the underwriter was granted a 45-day option from the date of the prospectus (the “Over-Allotment Option”)
to purchase up to 3,000,000 additional Units to cover over-allotments (the “Option Units”), if any. On March 27, 2026,
the underwriter purchased an additional 632,000 Option Units pursuant to the partial exercise of the Over-Allotment Option, with such
notice of partial exercise provided to the Company on March 25, 2026. The Option Units were sold at an offering price of $10.00 per Unit,
generating additional gross proceeds to the Company of $6,320,000.
The $6,320,000 of proceeds
from the sale of the Option Units was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company
acting as trustee (the “Trust Account”), resulting in a total Trust Account balance of $206,320,000.
On March 27, 2026, the Company
issued a press release, a copy of which is included as Exhibit 99.1 to this Current Report on Form 8-K, announcing the closing of the
partial exercise of the Over-Allotment Option.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release, dated March 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: March 27, 2026 |
|
|
Exhibit 99.1
TRG Latin America Acquisitions Corp. Announces
Closing of Partial Exercise of IPO Over-Allotment Option
New York, NY, March 27, 2026 (GLOBE NEWSWIRE)
– TRG Latin America Acquisitions Corp. (the “Company”) (NASDAQ: TRGSU), announced today that the underwriter of its
previously consummated initial public offering has partially exercised its option to purchase an additional 632,000 units at the public
offering price of $10.00 per unit, resulting in additional gross proceeds of $6,320,000. The underwriter has a remaining option to purchase
up to 2,368,000 additional units.
After giving effect to this partial exercise of
the over-allotment option, the total number of units sold in the public offering increased to 20,632,000 units, resulting in total gross
proceeds of $206,320,000 for the Company’s initial public offering.
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. 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 for the offering.
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 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 initial public offering and 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 prospectus for the Company’s 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
