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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 12, 2026
United
Acquisition Corp. I
(Exact name of registrant as specified in its charter)
Cayman
Islands |
|
001-43084 |
|
00-0000000
N/A |
(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
3.02. Unregistered Sales of Equity Securities.
The
information with respect to the sale of an additional 2,280 Private Placement Units (as defined herein) and 6,060 Private Placement Warrants
(as defined herein) included in Item 8.01 of this Current Report on Form 8-K is incorporated into this Item 3.02 by reference. The issuance
of the Private Placement Units and Private Placement Warrants was conducted as a non-public transaction and, as a transaction by an issuer
not involving a public offering, is exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.
Item
8.01. Other Events.
As
previously reported on a Current Report on Form 8-K of United Acquisition Corp. I (the “Company”) dated January 28, 2026
(the “Current Report”), on January 30, 2026, the Company consummated its initial public offering (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.
The
Company had granted the underwriters of the Offering (the “Underwriters”) a 45-day option to purchase up to an additional
1,500,000 Units to cover over-allotments, if any. Effective as of February 12, 2026, the Underwriters partially exercised their option
to purchase additional Units, resulting in the issuance of an additional 182,300 Units (the “Option Units”) at a public offering
price of $10.00 per Option Unit. After giving effect to the partial exercise and close of the exercise of the over-allotment option,
an aggregate 10,182,300 Units have been issued in the Offering.
As
previously reported on the Current Report, simultaneously with the consummation of the Offering, the Company consummated the private
placement of 175,000 units to United Acquisition SPAC LLC (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 “Initial Private Placement”). On February 12, 2026, in connection with the sale
of the Option Units, the Company consummated the private placement of an additional 2,280 Private Placement Units (the “Additional
Private Placement Units”) to the Sponsor and the Underwriters at a price of $10.00 per Additional Private Placement Unit and a
private sale of an additional 6,060 Private Placement Warrants (the “Additional Private Placement Warrants”) to the Sponsor
at a price of $0.75 per Additional Private Placement Warrant, generating gross proceeds of $27,345 (the “Option Placement”
and, together with the Initial Private Placement, the “Private Placement”).
A
total of $101,823,000, comprised of $100,295,655 of the net proceeds from the Offering (including the Option Units) and $1,527,345 of
the net proceeds from the Private Placement, was placed in a trust account established for the benefit of the Company’s public
shareholders, with Continental Stock Transfer & Trust Company acting as trustee. An unaudited pro forma balance sheet as of February
12, 2026, reflecting receipt of the net proceeds from the offering of the Option Units and the Option Placement on the same day, will
be included in a Current Report on Form 8-K, to be filed within four business days of the closing of the partial exercise of the over-allotment
option.
On
February 12, 2026, the Company issued a press release, a copy of which is attached hereto as Exhibit 99.1, announcing that commencing
February 18, 2026, holders of the Company’s Units may elect to separately trade the Class A Ordinary Shares and Warrants included
in the Units. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade.
Those
Units not separated will continue to trade on the NYSE American LLC (“NYSE American”) under the symbol “UACU,”
and each of the Class A Ordinary Shares and Warrants that are separated will trade on NYSE American under the symbols “UAC”
and “UACW,” respectively. Holders of the Units will need to have their brokers contact Continental Stock Transfer & Trust
Company, the Company’s transfer agent, in order to separate the Units into Class A Ordinary Shares and Warrants.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release, dated February 12, 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:
February 13, 2026
Exhibit
99.1
United
Acquisition Corp. I Announces the Separate Trading of its Class A Ordinary Shares and
Warrants, Commencing February 18, 2026
BOCA
RATON, FL, February 12, 2026 (ACCESS NEWSWIRE) – United Acquisition Corp. I (NYSE American: UACU) (the “Company”)
today announced that commencing February 18, 2026, holders of the units sold in its initial public offering (the “Units”)
may elect to separately trade the Class A ordinary shares and warrants included in the Units. Each Unit consists of one Class A ordinary
share and one-quarter of one redeemable warrant. No fractional warrants will be issued upon separation of the Units and only whole warrants
will trade. 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. Only whole warrants are exercisable.
The
Class A ordinary shares and warrants that are separated will trade on the NYSE American LLC (“NYSE American”) under the symbols
“UAC” and “UACW,” respectively. Those Units not separated will continue to trade on the NYSE American under the
symbol “UACU”. Holders of the Units will need to have their brokers contact Continental Stock Transfer & Trust Company,
the Company’s transfer agent, in order to separate the Units into Class A ordinary shares and warrants.
The
offering was made only by means of a prospectus, copies of which 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.
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
United Acquisition Corp. I
United
Acquisition Corp. I is a blank check company incorporated as an exempted company under the laws of the Cayman Islands, which will seek
to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more
businesses or entities. The Company may pursue an initial business combination in any business or industry but intends to primarily focus
its target sourcing efforts on private companies that it believes would benefit from a public listing and partnership with its management
team and that otherwise cannot gain access to public capital in the current market environment. The Company believes that its management
team’s background and prior successes could have a significant short- and long-term impact on target businesses and offer a compelling
opportunity for targets seeking an alternative path to liquidity and value maximalization.
Forward-Looking
Statements
This
press release includes forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that
are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to
differ from the forward-looking statements. The Company expressly disclaims any obligations or undertaking to release publicly any updates
or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect
thereto or any change in events, conditions or circumstances on which any statement is based. 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 related prospectus for the Company’s initial public 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
