Karman Line Acquisition Corp. (XTERU) SEC Filings

Karman Line Acquisition Corp. asks shareholders to approve changing its name to Xterax Corporation II and adopting amended and restated articles. Annex A is headed “Xterax Corporation,” without “II,” while the proposal specifies “Xterax Corporation II.” If approved, shareholders would not need to exchange existing certificates, and ticker symbols XTERU, XTER and XTERW would remain unchanged.

The extraordinary meeting is scheduled for October 19, 2026. The name change requires at least two-thirds of votes cast by Class A and Class B shares voting together. The adjournment proposal requires a simple majority and, if approved, would permit postponement to solicit proxies if votes are insufficient or if the Board determines more time is necessary or convenient to effect the name change. No redemption right applies to either proposal, and no dissenters’ or appraisal rights are provided for the name change.

Karman Line Acquisition Corp. (XTERU), a special purpose acquisition company, disclosed that holders of its units from the initial public offering may, commencing on August 27, 2026, elect to separately trade the Class A ordinary shares and redeemable warrants included in those units. Each unit consists of one Class A ordinary share with par value $0.0001 and one-half of one redeemable warrant, with each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50. Units will continue to trade on Nasdaq under the symbol XTERU, while the separated Class A ordinary shares and warrants will trade under symbols XTER and XTERW, respectively, and only whole warrants will trade.

Karman Line Acquisition Corp. (XTERU), a Cayman Islands SPAC, reported completion of its initial public offering on August 19, 2026, selling 20,000,000 units at $10.00 per unit. Each unit contains one Class A ordinary share and one-half of one redeemable warrant. Simultaneously, it completed a private placement of 650,000 private units at $10.00 per unit to its sponsor and the underwriter.

Total gross IPO proceeds of $200,000,000, together with certain private placement proceeds, were placed in a Trust Account for the benefit of public shareholders and the underwriter. These funds will generally remain in trust until the initial business combination or the mandatory redemption of public shares if no business combination is completed within 21 months. Public shareholders are entitled to redeem their shares in connection with a business combination or specified charter amendments at approximately $10.00 per share plus interest, subject to stated limits.

The audited balance sheet shows $202,490,931 in total assets, including $2,490,931 of cash outside the Trust Account and $200,000,000 in the Trust Account. Current liabilities total $656,069, with $8,000,000 of deferred underwriting commissions. Class A shares subject to possible redemption are recorded as temporary equity at $200,000,000. The auditor issued an unqualified opinion, and management concluded the company has sufficient liquidity to meet working capital needs for at least one year from the financial statement issuance date.

Karman Line Acquisition Corp. (XTERU), a Cayman Islands special purpose acquisition company, completed its initial public offering of 20,000,000 units on August 19, 2026 at $10.00 per unit, generating $200,000,000 in gross proceeds. Each unit includes one Class A ordinary share and one-half of one redeemable warrant, with each whole warrant exercisable at $11.50 per share.

The sponsor and underwriters purchased an additional 650,000 Private Placement Units at $10.00 each for $6,500,000. A total of $200,000,000 of net proceeds from the IPO and Private Placement was deposited into a trust account, to be released upon a business combination or specified redemption events. Karman Line has 21 months from the IPO closing to complete an initial business combination, with governance documents, board committees, indemnification agreements, and key service and trust agreements becoming effective in connection with the IPO.

Karman Line Acquisition Corp. (XTERU), a Cayman Islands SPAC targeting space, aerospace and defense-related businesses, is conducting an initial public offering of 20,000,000 units at $10.00 per unit for $200,000,000, with a 3,000,000-unit over-allotment option. Each unit includes one Class A ordinary share and one-half warrant, with each whole warrant exercisable at $11.50 per share after the business combination and expiring five years later.

$200,000,000 of IPO and private placement proceeds (or $230,000,000 with full over-allotment) will be placed in a U.S. trust account at $10.00 per unit. Public shareholders may redeem their shares for their pro rata share of the trust in connection with the business combination or any approved extension, and the SPAC has 21 months from closing to complete a deal, subject to shareholder-approved extensions.

The sponsor holds 7,666,667 Class B founder shares purchased for $25,000 (about $0.003 per share) designed to convert into 25% of post-IPO ordinary shares (excluding private units) with anti-dilution adjustments, and will buy 450,000 private units at $10.00 each. This structure, plus private units and possible working capital loans convertible into up to $1,500,000 of additional private units, creates immediate and potentially material dilution and embeds significant economic incentives and conflicts of interest for the sponsor, management and affiliates, including Meteora, which has expressed interest in acquiring up to 19.99% of the public units.

Karman Line Acquisition Corp. (XTERU) insider Vikas Mittal filed an initial Form 3 reporting indirect ownership of 6,856,667 Class B ordinary shares held by Samara Acquisition Sponsor VI Ltd. These Class B shares automatically convert into Class A ordinary shares on a one-for-one basis upon the initial business combination, or earlier at the holder’s option, and have no expiration date.

The sponsor’s Class B holdings include up to 1,000,000 shares subject to forfeiture if the IPO underwriters do not fully exercise their over-allotment option. Mittal controls the sponsor through SAMARA DE VI, LLC and may be deemed to share voting and dispositive power, while disclaiming beneficial ownership beyond his pecuniary interest.

Karman Line Acquisition Corp. (XTERU) reported the initial equity holdings of reporting person Richard Charles Davis, who serves as CEO and director. The filing lists beneficial ownership of 750,000 Class B ordinary shares, consisting of 250,000 shares held directly and 500,000 shares held indirectly through ArgoSat Consulting LLC, where Davis and Chief Technology Officer Dr. Graeme Shaw share voting and dispositive power. The Class B ordinary shares will automatically convert into Class A ordinary shares on a one-for-one basis at the time of the company’s initial business combination, or earlier at the holder’s option, and have no expiration date, subject to adjustments. Davis disclaims beneficial ownership of the ArgoSat-held shares except to the extent of his pecuniary interest.

Karman Line Acquisition Corp. (XTERU) reports that director Michael E. Leitner beneficially holds 20,000 Class B ordinary shares. According to the disclosure, these founder shares will automatically convert into Class A ordinary shares on a one-for-one basis at the time of the company’s initial business combination, or earlier at the holder’s option, and have no expiration date.