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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): January 28, 2026
United
Acquisition Corp. I
(Exact name of registrant as specified in its charter)
Cayman
Islands |
|
001-43084 |
|
N/A 00-0000000 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
7100
W. Camino Real, Suite 302-48
Boca Raton, Florida |
|
33433 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
(212)
847-3248
(Registrant’s telephone number, including area code)
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-quarter of one redeemable warrant |
|
UACU |
|
NYSE
American LLC |
Class
A ordinary shares, par value $0.0001
per share |
|
UAC |
|
NYSE
American LLC |
| Warrants,
each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 |
|
UACW |
|
NYSE
American 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
January 28, 2026, the registration statement on Form S-1 (File No. 333-291904) (the “Registration Statement”) relating to
the initial public offering (the “Offering”) of United Acquisition Corp. I, a Cayman Islands exempted company (the “Company”),
was declared effective by the U.S. Securities and Exchange Commission.
On
January 30, 2026, the Company consummated the Offering of 10,000,000 units (the “Units”). Each Unit consists of one Class
A ordinary share, par value $0.0001 per share (“Class A Ordinary Shares”), and one-quarter of one redeemable warrant (each,
a “Warrant”), each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share at an exercise price
of $11.50 per share, subject to adjustment. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds to
the Company of $100,000,000.
In
connection with the Offering, the Company entered into the following agreements, forms of which were previously filed as exhibits to
the Registration Statement:
| ● | An
Underwriting Agreement, dated January 28, 2026, between the Company and Lucid Capital Markets,
LLC, as representative of the underwriters named therein (the “Representative”),
a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K (this “Report”)
and incorporated herein by reference; |
| | | |
| ● | A
Warrant Agreement, dated January 28, 2026, between the Company and Continental Stock Transfer
and Trust Company (“Continental”), as warrant agent, a copy of which is filed
as Exhibit 4.1 to this Report and incorporated herein by reference; |
| | | |
| ● | An
Insider Letter Agreement, dated January 28, 2025, among the Company, its directors and officers
and United Acquisition SPAC LLC (the “Sponsor”), a copy of which is filed as
Exhibit 10.1 to this Report and incorporated herein by reference; |
| | | |
| ● | An
Investment Management Trust Agreement, dated January 28, 2026, between the Company and Continental,
as trustee, a copy of which is filed as Exhibit 10.2 to this Report and incorporated herein
by reference; |
| | | |
| ● | A
Registration Rights Agreement, dated January 28, 2026, among the Company and certain security
holders, a copy of which is filed as Exhibit 10.3 to this Report and incorporated herein
by reference; |
| | | |
| ● | A
Private Placement Securities Purchase Agreement, dated January 28, 2026, between the Company
and the Sponsor, a copy of which is filed as Exhibit 10.4 to this Report and incorporated
herein by reference; |
| | | |
| ● | A
Private Placement Unit Purchase Agreement, dated January 28, 2026, between the Company and
the Representative and Chardan Capital Markets, LLC (together with the Representative, the
“Underwriters”), a copy of which is filed as Exhibit 10.5 to this Report and
incorporated herein by reference; |
| | | |
| ● | An
Administrative Services Agreement, dated January 28, 2026, between the Company and Globis
Capital Management, LP, a copy of which is filed as Exhibit 10.6 to this Report and incorporated
herein by reference; and |
| | | |
| ● | Indemnity
Agreements, each dated January 28, 2026, between the Company and each director and executive
officer of the Company (the “Indemnity Agreements”), the form of which is filed
as Exhibit 10.7 to this Report and incorporated herein by reference. |
Item
3.02. Unregistered Sales of Equity Securities.
On
January 30, 2026, simultaneously with the consummation of the Offering, the Company consummated the private placement of 175,000 units
to the Sponsor and 100,000 units to the Underwriters (collectively, the “Private Placement Units”) at a price of $10.00 per
Private Placement Unit, and the Company consummated the private placement of 2,333,333 warrants to the Sponsor (the “Private Placement
Warrants”) at a price of $0.75 per Private Placement Warrant, generating gross proceeds of $4,500,000 (the “Private Placement”).
No underwriting discounts or commissions were paid with respect to the Private Placement; the Underwriters’ purchase of Private
Placement Units and underlying Class A Ordinary Shares and Warrants was deemed underwriting compensation in connection with the Offering
pursuant to FINRA Rule 5110. The Private Placement was conducted as a non-public transaction and, as a transaction by an issuer not involving
a public offering, is exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act. The Private
Placement Units are identical to the Units, except as described in the Company’s prospectus. So long as they are held by the initial
purchasers or their permitted transferees, the Private Placement Units (and the underlying securities) are (i) entitled to registration
rights, (ii) with respect to Private Placement Units held by the Sponsor and/or its designees, subject to transfer restrictions until
30 days after the completion of the Company’s initial business combination, subject to certain limited exceptions, and (iii) with
respect to the warrants included in the Private Placement Units held by the Underwriters and/or their designees, will not be exercisable
more than five years from the commencement of sales in the Offering in accordance with FINRA Rule 5110(g)(8). Further, the Private Placement
Warrants are identical to the Warrants, except that (i) the Private Placement Warrants may be exercised for cash or on a cashless basis,
(ii) the Private Placement Warrants and the Class A Ordinary Shares issuable upon exercise thereof may be subject to certain transfer
restrictions contained in the letter agreement among the Company, the Sponsor and other parties thereto, as amended from time to time,
(iii) the Private Placement Warrants will not be redeemable by the Company, and (iv) the holders of the Private Placement Warrants (including
Class A Ordinary Shares issuable upon exercise thereof) may be entitled to certain registration rights.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Effective
as of January 28, 2026, the following individuals were appointed to the board of directors of the Company: John Horne, Timothy Hasara,
Thomas Hicks Jr., and Johnny DeStefano. Accordingly, effective as of January 28, 2026, the Company’s board of directors is comprised
of the following individuals: Paul Packer, John Horne, Timothy Hasara, Thomas Hicks Jr., and Johnny DeStefano. Additional information
regarding, among other things, each individual’s background, board committee membership and compensatory arrangements is contained
in the Registration Statement and is incorporated herein by reference.
On
January 28, 2026, the Company entered into the Indemnity Agreements with each of Paul Packer, John Horne, Timothy Hasara, Thomas Hicks
Jr., and Johnny DeStefano, 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 description
of the Indemnity Agreements is qualified in its entirety by reference to the full text of the form of Indemnity Agreement filed as Exhibit
10.7 to this Report, which is incorporated herein by reference.
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
January 28, 2026, the Company filed its amended and restated memorandum and articles of association (the “Amended Articles”)
with the Registrar of Companies in the Cayman Islands. Among other things, the Amended Articles authorize the issuance of up to (i) 100,000,000
Class A Ordinary Shares, (ii) 10,000,000 Class B ordinary shares, par value $0.0001 per share, and (iii) 1,000,000 preference shares,
par value $0.0001 per share. The terms of the Amended Articles are set forth in the Registration Statement and are incorporated herein
by reference. The foregoing description of the Amended Articles is qualified in its entirety by reference to the full text of the Amended
Articles, a copy of which is filed as Exhibit 3.1 to this Report and incorporated herein by reference.
Item
8.01. Other Events.
A
total of $100,000,000, comprised of $98,500,000 of the net proceeds from the Offering and $1,500,000 of the net proceeds from the Private
Placement, was placed in a trust account established for the benefit of the Company’s public shareholders (the “Trust Account”),
with Continental acting as trustee. Except with respect to interest earned on the funds held in the Trust Account that may be released
to the Company to fund the Company’s working capital requirements, which amount shall be the lesser of $500,000 or 5% of the annual
interest earned on the Trust Account per annum, and/or to pay the Company’s taxes, other than excise taxes, if any, provided that
all such permitted withdrawals can only be made (x) from interest and not from the principal held in the Trust Account and (y) only to
the extent such interest is in amount sufficient to cover the permitted withdrawal amount, and 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 Class A Ordinary Shares underlying the Units (the “Public Shares”) if the Company is unable to
complete its initial business combination by January 30, 2028, or such earlier date as the Company’s board of directors may approve,
or such other time period in which the Company must complete an initial business combination pursuant to an amendment to the Amended
Articles approved by a special resolution of the Company’s shareholders (collectively, the “Completion Window”), subject
to applicable law, or (iii) the redemption of the Public Shares properly submitted in connection with a shareholder vote to amend the
Amended Articles (a) to modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial
business combination or to redeem 100% of the Public Shares if the Company has not consummated an initial business combination within
the Completion Window or (b) with respect to any other material provisions relating to shareholders’ rights or pre-initial business
combination activity.
On
January 28, 2026, the Company issued a press release announcing the pricing of the Offering, and on January 30, 2026, the Company issued
a press release announcing the closing of the Offering. Copies of such press releases are filed as Exhibits 99.1 and 99.2, respectively,
to this Report and incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
No. |
|
Description |
| 1.1 |
|
Underwriting Agreement, dated January 28, 2026, between the Company and Lucid Capital Markets, LLC. |
| 3.1 |
|
Amended and Restated Memorandum and Articles of Association of the Company. |
| 4.1 |
|
Warrant Agreement, dated January 28, 2026, between the Company and Continental Stock Transfer and Trust Company. |
| 10.1 |
|
Insider Letter Agreement, dated January 28, 2026, among the Company, its directors and officers and United Acquisition SPAC LLC. |
| 10.2 |
|
Investment Management Trust Agreement, dated January 28, 2026, between the Company and Continental Stock Transfer and Trust Company. |
| 10.3 |
|
Registration Rights Agreement, dated January 28, 2026, among the Company and certain security holders. |
| 10.4 |
|
Private Placement Securities Purchase Agreement, dated January 28, 2026, between the Company and United Acquisition SPAC LLC. |
| 10.5 |
|
Private Placement Unit Purchase Agreement, dated January 28, 2026, between the Company and Lucid Capital Markets, LLC and Chardan Capital Markets, LLC. |
| 10.6 |
|
Administrative Services Agreement, dated January 28, 2026, between the Company and Globis Capital Management, LP. |
| 10.7 |
|
Form of Indemnity Agreement (incorporated by reference to an exhibit to the Registrant’s Form S-1 (File No. 333-291904), filed with the SEC on December 2, 2025). |
| 99.1 |
|
Press Release, dated January 28, 2026. |
| 99.2 |
|
Press Release, dated January 30, 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.
| |
UNITED ACQUISITION CORP. I |
| |
|
|
| |
By: |
/s/ Paul Packer |
| |
Name: |
Paul Packer |
| |
Title: |
Chief Executive Officer |
| |
|
|
| Date:
January 30, 2026 |
|
|
Exhibit 99.1
United
Acquisition Corp. I Announces Pricing of $100 Million Initial Public Offering
BOCA
RATON, FL, January 28, 2026 (ACCESS Newswire) — United Acquisition Corp. I (the “Company”) announced the pricing
of its initial public offering of 10,000,000 units at a price of $10.00 per unit on January 28, 2026. The units are expected to be listed
for trading on NYSE American under the ticker symbol “UACU” beginning January 29, 2026. Each unit consists of one Class A
ordinary share and one-quarter of one redeemable warrant of the Company. Each whole warrant entitles the holder thereof to purchase one
Class A ordinary share at a price of $11.50 per share, subject to certain adjustments. Once the securities comprising the units begin
separate trading, the Company expects that its Class A ordinary shares and warrants will be listed on NYSE American under the symbols
“UAC” and “UACW,” respectively. The offering is expected to close on January 30, 2026, subject to customary closing
conditions.
The
Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar
business combination with one or more businesses. The Company may pursue an initial business combination opportunity in any industry
or sector.
Lucid
Capital Markets, LLC and Chardan are acting as joint book-running managers. The Company has granted the underwriters a 45-day option
to purchase up to 1,500,000 additional units at the initial public offering price to cover over-allotments, if any.
The
public offering is being made only by means of a prospectus. When available, copies of the prospectus relating to the offering may be
obtained from Lucid Capital Markets, LLC, 570 Lexington Ave, 40th Floor, New York, New York 10022, or by email at: prospectus@lucidcm.com,
or Chardan, 1 Pennsylvania Plaza, Suite 4800, New York, New York 10119, or by email at: prospectus@chardan.com, or from the SEC website
at www.sec.gov.
A
registration statement relating to the securities became effective on January 28, 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.
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 from the offering. No assurance can be given that the offering discussed
above will be completed on the terms described, or at all, or that the Company will ultimately complete a business combination transaction.
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 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, at 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.
Contact
United
Acquisition Corp. I
www.unitedacqcorp1.com
Inquiries
info@unitedacqcorp.com
Exhibit
99.2
United
Acquisition Corp. I Announces Closing of $100,000,000 Million Initial Public Offering
BOCA
RATON, FL, January 30, 2026 (ACCESS Newswire) -- United Acquisition Corp. I (the “Company”), a blank check company formed
for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination
with one or more businesses, announced the closing of its initial public offering of 10,000,000 units at a price of $10.00 per unit on
January 30, 2026. Total gross proceeds from the offering were $100,000,000 before deducting underwriting discounts and commissions and
other offering expenses payable by the Company.
The
units began trading on the NYSE American exchange under the ticker symbol “UACU” on January 29, 2026. Each unit consists
of one Class A ordinary share of the Company and one-quarter of one redeemable public warrant. Each whole warrant entitles the holder
thereof to purchase one Class A ordinary share of the Company at a price of $11.50 per share. Once the securities comprising the units
begin separate trading, the Class A ordinary shares and warrants are expected to be listed on NYSE American under the symbols “UAC”
and “UACW,” respectively.
Lucid
Capital Markets, LLC and Chardan acted as joint book-running managers.
The
public offering was made only by means of a prospectus. Copies of the prospectus relating to the offering may be obtained from Lucid
Capital Markets, LLC, 570 Lexington Ave, 40th Floor, New York, New York 10022, or by email at: prospectus@lucidcm.com,
or Chardan, 1 Pennsylvania Plaza, Suite 4800, New York, New York 10119, or by email at: prospectus@chardan.com, or from the SEC
website at www.sec.gov.
A
registration statement relating to the securities became effective on January 28, 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.
Forward-Looking
Statements
This
press release contains statements that constitute “forward-looking statements,” including with respect to the anticipated
use of the net proceeds from the offering. No assurance can be given that the net proceeds of the offering will be used as indicated,
or that the Company will ultimately complete a business combination transaction. 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 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, at 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.
Contact
United
Acquisition Corp. I
www.unitedacqcorp1.com
Inquiries
info@unitedacqcorp.com
