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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):
June 17, 2026
Wilco 63 Corporation
(Exact name of registrant as specified in its charter)
| Cayman Islands |
|
001-43358 |
|
N/A |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
CO Services Cayman Limited
P.O. Box 10008, Pavillion East, Cricket Square
Grand Cayman KY1-1001
Cayman Islands
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including
area code: (310) 593-1400
Not Applicable
(Former name or former address, if changed since last report)
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-half of one redeemable warrant |
|
WLCOU |
|
The Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share |
|
WLCO |
|
The Nasdaq Stock Market LLC |
| Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share |
|
WLCOW |
|
The Nasdaq Stock Market LLC |
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)) |
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 June 22, 2026 Wilco 63
Corporation (the “Company”) consummated its initial public offering (“IPO”) of 23,000,000 units
(the “Units”), including 3,000,000 Units issued pursuant to the exercise in full by the underwriters of their over-allotment
option. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $230,000,000. 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-half
of one redeemable warrant of the Company (each, a “Warrant”), with each whole Warrant entitling the holder thereof
to purchase one Class A Ordinary Share for $11.50 per share.
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. 333-296376) for the IPO, initially filed with the U.S. Securities and Exchange Commission (the “Commission”)
on May 29, 2026, as amended (the “Registration Statement”):
|
|
● |
An Underwriting Agreement, dated June 17, 2026, by and between the Company and Cantor Fitzgerald & Co., as representative of the several underwriters (the “Representative”), a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference. |
| |
|
|
| |
● |
Amended and Restated Memorandum and Articles of Association of the Company, a copy of which is attached as Exhibit 3.1 and incorporated herein by reference. |
| |
|
|
| |
● |
A Warrant Agreement, dated June 17, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference. |
| |
|
|
| |
● |
A Letter Agreement, dated June 17, 2026 (the “Letter Agreement”), by and among the Company, its officers, its directors and the Sponsor, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference. |
| |
|
|
| |
● |
An Investment Management Trust Agreement, dated June 17, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference. |
| |
|
|
| |
● |
A Registration Rights Agreement, dated June 17, 2026, by and among the Company and certain security holders, a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference. |
| |
|
|
| |
● |
A Private Placement Warrants Purchase Agreement, dated June 17, 2026 (the “Sponsor Private Placement Warrants Purchase Agreement”), by and between the Company and Wilco 63 Holding LLC, a Nevada limited liability company (the “Sponsor”), a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference. |
| |
|
|
| |
● |
A Private Placement Warrants Purchase Agreement, dated June 17, 2026 (the “Cantor Private Placement Warrants Purchase Agreement”), by and between the Company and Cantor Fitzgerald & Co., a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference. |
| |
|
|
| |
● |
Indemnity Agreements, dated June 17, 2026, by and among the Company and each Director (as defined below) and executive officer of the Company, a form of which is attached as Exhibit 10.6 hereto and incorporated herein by reference. |
| |
|
|
| |
● |
Administrative Services Agreement, dated June 17, 2026 (the “Administrative Services Agreement”), by and between the Company and HandsOn Global Management LLC, a copy of which is attached as Exhibit 10.7 hereto and incorporated herein by reference. |
| |
|
|
| |
● |
Advisor Agreement, dated June 17, 2026 (the “SPAC
Advisory Agreement”), by and between the Company and HandsOn Global Management LLC, a copy of which is attached as Exhibit
10.8, and incorporated herein by reference. |
The material terms of such
agreements are fully described in the Company’s final prospectus, dated June 17, 2026, as filed with the Commission on June 18,
2026 (the “Prospectus”) and are incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
Simultaneously with the closing
of the IPO, pursuant to the Sponsor Private Placement Warrants Purchase Agreement and the Cantor Private Placement Warrants Purchase Agreement,
the Company completed the private sale of an aggregate of 5,000,000 warrants (the “Private Placement Warrants”) to
the Sponsor and the Representative, with each Private Placement Warrant exercisable to purchase one Class A ordinary share at $11.50 per
share, at a price of $1.00 per Private Placement Warrant, or $5,000,000.00 in the aggregate. Of the 5,000,000 Private Placement Warrants,
the Sponsor purchased 3,000,000 Private Placement Warrants and the Representative purchased 2,000,000 Private Placement Warrants. The
Private Placement Warrants (and underlying securities) are identical to the warrants included in the Units sold in the IPO, except as
otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance
of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities
Act.
Item 5.02. Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 17, 2026, in connection
with the IPO, James Reynolds, Sriram Ramanathan, Matt Swann, and Joseph Bradley (collectively with Matt Brown and Ajit Chadha, the “Directors”)
were appointed to the board of directors of the Company (the “Board”). James Reynolds, Sriram Ramanathan, Matt Swann,
and Joseph Bradley are independent directors. Effective June 17, 2026, Mr. Reynolds, Mr. Swann, and Mr. Bradley were appointed to the
Board’s Audit Committee, with Mr. Reynolds serving as chair of the Audit Committee. Mr. Bradley and Mr. Swann were appointed to
the Board’s Compensation Committee, with Mr. Bradley serving as chair of the Compensation Committee. Mr. Bradley, Mr. Reynolds,
and Mr. Swann were appointed to the Board’s Nominating & Corporate Governance Committee, with Mr. Reynolds serving as chair
of the Nominating & Corporate Governance Committee.
Following the appointment
of the Directors, the Board is comprised of three classes. The term of office of the first class of directors, Class I, consisting of
Matt Swann and Joseph Bradley, will expire at the Company’s first annual meeting of shareholders. The term of office of the second
class of directors, Class II, consisting of James Reynolds and Sriram Ramanathan, will expire at the Company’s second annual meeting
of shareholders. The term of office of the third class of directors, Class III, consisting of Matt Brown and Ajit Chadha, will expire
at the Company’s third annual meeting of shareholders.
On June 17, 2026, in connection
with their appointments to the Board, each of the members of the Board entered into the Letter Agreement as well as an indemnity agreement
with the Company in the form previously filed as Exhibit 10.1 to the Registration Statement. Other than the foregoing, none of the directors
are party to any arrangement or understanding with any person pursuant to which they were appointed as directors, nor are they party to
any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.
The foregoing descriptions
of the Letter Agreement and the form of indemnity agreement do not purport to be complete and are qualified in their entireties by reference
to the Letter Agreement and the form of indemnity agreement, copies of which are attached as Exhibit 10.1 and 10.6 hereto, respectively,
and are incorporated herein by reference.
Item 5.03. Amendments to Certificate of Incorporation or
Bylaws; Change in Fiscal Year.
On June 17, 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 June 17, 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. The description of the Amended and Restated Memorandum and Articles of Association does not purport to be complete and is
qualified in its entirety by reference to the Amended and Restated Memorandum and Articles of Association, a copy of which is attached
as Exhibit 3.1 hereto and incorporated herein by reference.
Item 8.01. Other Events.
A total of $230,000,000 of
the proceeds from the IPO (which amount includes $9,800,000 of the underwriters’ deferred discount) and the sale of the Private
Placement Warrants, was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee.
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 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 June 17, 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 June 22, 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 June 17, 2026, by and between the Company and Cantor Fitzgerald & Co., as representative of the several underwriters. |
| |
|
|
| 3.1 |
|
Amended and Restated Memorandum and Articles of Association of the Company. |
| |
|
|
| 4.1 |
|
Warrant Agreement, dated June 17, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent. |
| |
|
|
| 10.1 |
|
Letter Agreement, dated June 17, 2026, by and among the Company, its officers, directors, and the Sponsor. |
| |
|
|
| 10.2 |
|
Investment Management Trust Agreement, dated June 17, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee. |
| |
|
|
| 10.3 |
|
Registration Rights Agreement, dated June 17, 2026, by and among the Company and certain security holders. |
| |
|
|
| 10.4 |
|
Sponsor Private Placement Warrants Purchase Agreement, dated June 17, 2026, by and between the Company and the Sponsor. |
| |
|
|
| 10.5 |
|
Cantor Private Placement Warrants Purchase Agreement, dated June 17, 2026, by and between the Company and Cantor Fitzgerald & Co. |
| |
|
|
| 10.6 |
|
Form of Indemnity Agreement (incorporated herein by reference to Exhibit 10.6 to the Registration Statement on Form S-1 (File No. 333- 296376), filed by the Company on June 17, 2026). |
| |
|
|
| 10.7 |
|
Administrative
Services Agreement, dated June 17, 2026, by and between the Company and HandsOn Global Management LLC. |
| |
|
|
| 10.8 |
|
SPAC
Advisory Agreement, dated June 17, 2026, by and between the Company and HandsOn Global Management LLC. |
| |
|
|
| 99.1 |
|
Press Release, dated June 17, 2026. |
| |
|
|
| 99.2 |
|
Press Release, dated June 22, 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.
|
|
WILCO 63 CORPORATION |
| |
|
|
| |
By: |
/s/ Matt
Brown |
| |
|
Name: |
Matt Brown |
| |
|
Title: |
Chief Executive Officer, Chief Financial Officer, Chief Accounting
Officer and Co-Chairman of the Board |
|
|
|
|
| Dated: June 24, 2026 |
|
|
Exhibit 99.1
Wilco 63 Corporation Announces Pricing of $200,000,000 Initial Public Offering
New York, NY, June 17, 2026 (GLOBE NEWSWIRE) -- Wilco 63
Corporation (the “Company”) announced today the pricing of its initial public offering of 20,000,000 units at a price of $10.00
per unit. The units are expected to be listed on The Nasdaq Global Stock Market LLC (“Nasdaq”) and begin trading on June 18,
2026, under the ticker symbol “WLCOU.” Each unit consists of one Class A ordinary share and one-half of one redeemable warrant,
each whole warrant entitling the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to certain
adjustments. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. An amount equal to
$10.00 per unit will be deposited into a trust account upon the closing of the offering. Once the securities constituting the units begin
separate trading, the Class A ordinary shares and warrants are expected to be listed on Nasdaq under the symbols “WLCO” and
“WLCOW,” respectively. The offering is expected to close on June 22, 2026, subject to customary closing conditions. The Company
has granted the underwriters 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 Company is a blank check company 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. The Company may pursue an acquisition opportunity in any business or industry or at any stage of its corporate evolution.
The Company’s primary focus, however, will be on technology-enabled businesses operating within sectors undergoing structural transformation
driven by artificial intelligence, automation, robotics, advanced analytics, sensor fusion, cloud intelligence, and human-in-the-loop
remote operations.
Cantor Fitzgerald & Co. is acting as sole book-running manager
for the offering.
The offering is being made only by means of a prospectus. When available,
copies of the prospectus may be obtained from Cantor Fitzgerald & Co., Attention: Capital Markets, 110 East 59th Street, New York,
New York 10022, or by email at prospectus@cantor.com, or by accessing
the SEC’s website, www.sec.gov.
A registration statement relating to the securities has been filed
with the U.S. Securities and Exchange Commission (“SEC”) and became effective on June 17, 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 expected closing of the proposed initial public offering and search for an initial business
combination. No assurance can be given that the offering discussed above will be completed on the terms described, or at all.
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 Contacts
Wilco 63 Corporation
Matt Brown
info@wilco63.com
(805) 328-3529
Exhibit 99.2
Wilco 63 Corporation Completes $230,000,000
Initial Public Offering
New York, NY, June
22, 2026 (GLOBE NEWSWIRE) -- Wilco 63 Corporation (the “Company”) announced today the closing of its initial public
offering of 23,000,000 units, which includes 3,000,000 units issued pursuant to the exercise by the underwriters of their over-allotment
option in full. The offering was priced at $10.00 per unit, resulting in gross proceeds of $230,000,000. The Company’s units began
trading on June 18, 2026 on The Nasdaq Global Stock Market LLC (“Nasdaq”) under the ticker symbol “WLCOU.” Each
unit consists of one Class A ordinary share of the Company and one-half of one redeemable warrant, with each whole warrant entitling
the holder thereof to purchase one Class A ordinary share of the Company at an exercise price of $11.50 per share, subject to certain
adjustments. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Once the securities
constituting the units begin separate trading, the Class A ordinary shares and warrants are expected to be listed on Nasdaq under the
symbols “WLCO” and “WLCOW,” respectively. Of the proceeds received from the consummation of the initial public
offering (including the exercise of the over-allotment option) and a simultaneous private placement of warrants, $230,000,000 (or $10.00
per unit sold in the offering) was placed in trust.
The Company is a blank
check company 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. The Company may pursue an acquisition opportunity in any business or industry
or at any stage of its corporate evolution. The Company’s primary focus, however, will be on technology-enabled businesses operating
within sectors undergoing structural transformation driven by artificial intelligence, automation, robotics, advanced analytics, sensor
fusion, cloud intelligence, and human-in-the-loop remote operations.
Cantor Fitzgerald & Co. acted as sole
book-running manager for the offering.
A registration statement
relating to the securities was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on June 17, 2026.
The offering has been made only by means of a prospectus, copies of which may be obtained by contacting Cantor Fitzgerald & Co., Attention:
Capital Markets, 110 East 59th Street, New York, New York 10022; Email: prospectus@cantor.com. Copies of the registration statement can
be accessed through the SEC’s 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 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 search for an initial business combination.
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 Contacts
Wilco 63 Corporation
Matt Brown
info@wilco63.com
(805) 328-3529
https://Wilco63.ai