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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): August 17, 2026
KARMAN LINE ACQUISITION CORP.
(Exact
name of registrant as specified in its charter)
| Cayman Islands |
|
001-43451 |
|
00-0000000N/A |
(State
or other jurisdiction of
incorporation or organization) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification Number) |
1200 N. Federal Hwy, Suite 200
Boca Raton, FL
|
|
33432 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (212) 207-0090
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 to 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, $0.0001 par value, and one-half of one redeemable warrant |
|
XTERU |
|
The
Nasdaq Stock Market LLC |
| Class
A ordinary shares included as part of the units |
|
XTER |
|
The
Nasdaq Stock Market LLC |
| Redeemable
warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 |
|
XTERW |
|
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 or Rule 12b-2
of the Securities Exchange Act of 1934.
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
August 17, 2026, the Registration Statement on Form S-1 (File No. 333-297706) relating to the initial public offering (the “IPO”)
of Karman Line Acquisition Corp. (the “Company”) was declared effective by the U.S. Securities and Exchange Commission
(the “Registration Statement”). On August 19, 2026, the Company consummated the IPO of 20,000,000 units (the
“Units”). Each Unit consists of one Class A ordinary share, $0.0001 par value per share (the “Class A Ordinary
Shares”), and one-half of one redeemable warrant (the “Public Warrants”), each whole Public 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 of $200,000,000 (before underwriting discounts and commissions
and offering expenses). Further, in connection with the IPO, the Company entered into the following agreements, forms of which were previously
filed as exhibits to the Registration Statement:
| |
● |
an
Underwriting Agreement, dated August 17, 2026, between the Company and Cohen & Company Capital Markets, a division of Cohen
& Company Securities, LLC, as representative (the “Representative”) of the several underwriters named in Schedule
A thereto (the “Underwriters”), which contains customary representations and warranties by the Company, conditions
to closing and indemnification obligations of the Company and the underwriters; |
| |
|
|
| |
● |
an
Amended and Restated Memorandum and Articles of Association for the Company; |
| |
|
|
| |
● |
a
Warrant Agreement, dated August 17, 2026, between the Company and Continental Stock Transfer & Trust Company, as warrant agent
(the “Warrant Agreement”), which sets forth the expiration and exercise price of and procedure for exercising the
Warrants (as defined below), certain adjustment features of the terms of exercise, provisions relating to redemption and cashless exercise
of the Warrants, provision for amendments to the Warrant Agreement, and indemnification of the warrant agent by the Company under the
Warrant Agreement; |
| |
|
|
| |
● |
a
Letter Agreement, dated August 17, 2026, among the Company, Samara Acquisition Sponsor VI Ltd. (the
“Sponsor”), ArgoSat Consulting LLC and each of the directors and officers of the Company, pursuant to which the
Sponsor, ArgoSat Consulting LLC and each of the directors and officers of the Company have agreed to vote any founder shares and
Class A Ordinary Shares held by him or it in favor of the Company’s initial business combination; to facilitate the
liquidation and winding up of the Company if an initial business combination is not consummated within 21 months or such longer
period as is approved by the Company’s shareholders; to certain transfer restrictions with respect to the Company’s
securities; and, as to the Sponsor, certain indemnification obligations; |
| |
|
|
| |
● |
a
Private Placement Unit Purchase Agreement, dated August 17, 2026, between the Company and the Sponsor, pursuant to which the Sponsor
purchased 450,000 private placement units (the “Sponsor Private Placement Units”), each unit consisting of one Class
A Ordinary Share and one-half of warrant to purchase one Class A Ordinary Share at $11.50 per share, subject to adjustment, at a price
of $10.00 per unit (the “Private Placement Warrants”, and together with the Public Warrants, the “Warrants”); |
| |
|
|
| |
● |
a
Private Placement Unit Purchase Agreement, dated August 17, 2026, by and among the Company, the Representative and Clear Street
LLC (“Clear Street”), pursuant to which the Representative and Clear Street purchased 200,000 private placement units, each
unit consisting of one Class A Ordinary Share and one-half of warrant to purchase one Class A Ordinary Share at $11.50 per share, subject
to adjustment, at a price of $10.00 per unit (the “Underwriter Private Placement Units” and together with the Sponsor
Private Placement Units, the “Private Placement Units”); |
| |
● |
a
Registration Rights Agreement, dated August 17, 2026, among the Company, the Sponsor and the other Holders (as defined therein)
signatory thereto, which provides for customary demand and piggy-back registration rights for the Holders, as well as certain transfer
restrictions applicable to the Holders with respect to the Company’s securities held by such Holders; |
| |
● |
Indemnity
Agreements, each dated August 17, 2026, between the Company and each of the officers and directors of the Company, pursuant to which
the Company has agreed to indemnify each officer and director of the Company against certain claims that may arise in their roles as
officers and directors of the Company. |
| |
|
|
| |
● |
an
Administrative Services Agreement, dated August 17, 2026, between the Company and the Sponsor, pursuant to which the Sponsor has
agreed to make available office space and certain administrative and support services, as may be required by the Company from time to
time, for $20,000 per month until the earlier of the Company’s initial business combination or liquidation; |
| |
|
|
| |
● |
an
Investment Management Trust Agreement, dated August 17, 2026, between the Company and Continental Stock Transfer & Trust Company,
as trustee (the “Trust Agreement”), which establishes the trust account that will hold the net proceeds of the IPO
and certain of the proceeds of the sale of the Private Placement Units, and sets forth the responsibilities of the trustee, the procedures
for withdrawal and direction of funds from the trust account, and indemnification of the trustee by the Company under the Trust Agreement;
and |
| |
|
|
| |
● |
a
Consulting Agreement, dated July 16, 2026, by and between the Company and ArgoSat Consulting LLC (the “Consultant”),
which establishes for certain consulting services for and on behalf of the Company; |
The
above descriptions are qualified in their entirety by reference to the full text of the applicable agreement or form thereof, each of
which is incorporated by reference herein and attached hereto as Exhibits 1.1, 3.1, 4.1, 10.1, 10.2, 10.3, 10.4, 10.5, 10.6, 10.7 and
10.8, respectively.
Item
3.02 Unregistered Sales of Equity Securities.
Simultaneously
with the consummation of the IPO and the issuance and sale of the Units, the Company consummated the private placement of 650,000 Private
Placement Units at a price of $10.00 per Private Placement Unit, generating gross proceeds of $6,500,000 (the “Private Placement”).
The Private Placement Units, which were purchased by the Sponsor, are identical to the Public Units, except that they (i) may not, subject
to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of our initial business
combination and (ii) will be entitled to registration rights. The issuance of the Private Placement Units was made in reliance on the
exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
August 17, 2026, in connection with the IPO, Michael Leitner, Keith Masback and Beth Michelson (the “New Directors”
and, collectively with Richard Davis and Vikas Mittal, the “Directors”) were appointed to the board of directors of
the Company (the “Board”). Effective August 17, 2026, each of Michael Leitner, Keith Masback and Beth Michelson
was also appointed to the Board’s Audit Committee, and Compensation Committee, with Beth Michelson serving as chair of the Audit
Committee, and Michael Leitner serving as the chair of the Compensation Committee.
On
August 17, 2026, the Company entered into indemnity agreements with each of the Directors and officers of the Company, pursuant
to which the Company has agreed to indemnify each officer and Director of the Company against certain claims that may arise in their
roles as officers and directors of the Company. The foregoing summary of the indemnity agreements does not purport to be complete and
is subject to, and qualified in its entirety by, the full text of the indemnity agreements, a form of which is attached as Exhibit 10.5
hereto and incorporated in this Item 5.02 by reference.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
August 17, 2026, the Company’s Amended and Restated Memorandum and Articles of Association became effective. The Amended and
Restated Memorandum and Articles of Association is attached as Exhibit 3.1 hereto and the full text of such exhibit is incorporated by
reference herein.
Item
8.01 Other Events.
A
total of $200,000,000 of the net proceeds from the IPO and the Private Placement was placed in a trust account, with Continental Stock
Transfer & Trust Company 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 pay the Company’s tax obligations (excluding any amounts related to excise tax) and up to $100,000
of interest to pay dissolution expenses as described in the Registration Statement, the funds held in the trust account will not be released
from the trust account until the earliest of: (1) the completion of the Company’s initial business combination; (2) the redemption
of any public shares properly submitted in connection with a shareholder vote to amend the Company’s Amended and Restated Memorandum
and Articles of Association (i) to modify the substance or timing of the Company’s obligation to provide for the redemption of
the Company’s public shares in connection with an initial business combination or to redeem 100% of the Company’s public
shares if the Company has not consummated an initial business combination within 21 months from the closing of the IPO or (ii) with respect
to any other provision relating to shareholders’ rights or pre-initial business combination activity; and (3) the redemption of
all of the Company’s public shares if the Company is unable to complete an initial business combination within 21 months from the
closing of the IPO, subject to applicable law.
On
August 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
August 19, 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.
| 1.1 |
|
Underwriting Agreement, dated August 17, 2026, by and between the Company and the Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, as representative of the several underwriters |
| |
|
|
| 3.1 |
|
Amended and Restated Memorandum and Articles of Association |
| |
|
|
| 4.1 |
|
Warrant Agreement, dated August 17, 2026, between the Company and Continental Stock Transfer & Trust Company |
| |
|
|
| 10.1 |
|
Letter Agreement, dated August 17, 2026, among the Company, the Sponsor, and each of the directors and officers of the Company |
| |
|
|
| 10.2 |
|
Private Placement Unit Purchase Agreement, dated August 17, 2026, between the Company and Samara Acquisition Sponsor VI Ltd. |
| |
|
|
| 10.3 |
|
Private Placement Unit Purchase Agreement, dated August 17, 2026, by and among the Company, Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC and Clear Street LLC |
| |
|
|
| 10.4 |
|
Registration Rights Agreement, dated August 17, 2026, among the Company, the Sponsor and the other Holders (as defined therein) signatory thereto |
| |
|
|
| 10.5 |
|
Form of Indemnity Agreement, dated August 17, 2026, between the Company and each of the officers and directors of the Company |
| |
|
|
| 10.6 |
|
Administrative Services Agreement, dated August 17, 2026, between the Company and Sponsor |
| |
|
|
| 10.7 |
|
Investment Management Trust Account Agreement, dated August 17, 2026, between the Company and Continental Stock Transfer & Trust Company |
| |
|
|
| 10.8 |
|
Consulting Agreement, dated July 16, 2026, by and between the Company and ArgoSat Consulting LLC |
| |
|
|
| 99.1 |
|
Press Release, dated August 17, 2026 |
| |
|
|
| 99.2 |
|
Press Release, dated August 19, 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.
Dated:
August 19, 2026
| |
KARMAN
LINE ACQUISITION CORP. |
| |
|
| |
By: |
/s/
Richard Davis |
| |
Name: |
Richard
Davis |
| |
Title: |
Chief
Executive Officer |
Exhibit 99.1
KARMAN LINE ACQUISITION CORP. Announces Pricing of $200 Million Initial Public Offering
Boca Raton, Florida, August 17, 2026 (GLOBE NEWSWIRE) – KARMAN LINE ACQUISITION CORP. (the “Company”), a special purpose acquisition company, today announced 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 for trading on the Nasdaq Global Market (“Nasdaq”) under the ticker symbol “XTERU” beginning August 18, 2026. Each unit consists of one Class A ordinary share and one-half 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 Nasdaq under the symbols “XTER” and “XTERW,” respectively. The offering is expected to close on August 19, 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 in any business, industry, sector or geographical location, but the Company intends to focus on sectors aligned with the creation or expansion of services and capabilities for or tangential to space based infrastructure, with a focus on the aerospace and defense sectors.
Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC is acting as book-running manager for the offering, together with Clear Street LLC as co-book runner. The Company has granted the underwriters a 45-day option to purchase up to 3,000,000 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 may be obtained from Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, 3 Columbus Circle, 24th Floor, New York, NY 10019, Attention: Prospectus Department, or by email at: capitalmarkets@cohencm.com.
A registration statement relating to the securities was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on August 17, 2026. This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, 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, the closing of the 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 in the sector it is targeting 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 preliminary prospectus for the Company’s offering filed with 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 press release, except as required by law.
Contact
Richard Davis
KARMAN LINE ACQUISITION CORP.
Phone: (212) 207-0090
Email: rdavis@karmanlinecorp.com
Exhibit 99.2
Karman Line Acquisition Corp. Announces Closing of $200 Million Initial Public Offering
Boca Raton, Florida, August 19, 2026 (GLOBE NEWSWIRE) – Karman Line Acquisition Corp.(the “Company”), a special purpose acquisition company, today announced the closing of its initial public offering of 20,000,000 units at a price of $10.00 per unit. The units began trading on the Nasdaq Global Market (“Nasdaq”) under the ticker symbol “XTERU” on August 18, 2026. Each unit consists of one Class A ordinary share and one-half 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 Nasdaq under the symbols “XTER” and “XTERW,’’ respectively.
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 in any business, industry, sector or geographical location, but the Company intends to focus on sectors aligned with the creation or expansion of services and capabilities for or tangential to space based infrastructure, with a focus on the aerospace and defense sectors.
Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC acted as book-running manager for the offering, together with Clear Street LLC as co-book runner. The Company has granted the underwriters a 45-day option to purchase up to 3,000,000 additional units at the initial public offering price to cover over-allotments, if any.
The public offering was made only by means of a prospectus. Copies of the prospectus relating to this offering may be obtained from Cohen & Company Capital Markets, a division of Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, 3 Columbus Circle, 24th Floor, New York, NY 10019, Attention: Prospectus Department, or by email at: capitalmarkets@cohencm.com.
A registration statement relating to the securities was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on August 17, 2026. This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, 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 and the Company’s expectations regarding its ability to complete an initial business combination. No assurance can be given that the Company will ultimately complete a business combination transaction in the sector it is targeting, 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, at www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this press release, except as required by law.
Contact
Richard Davis
KARMAN LINE ACQUISITION CORP.
Phone: (212) 207-0090
Email: rdavis@karmanlinecorp.com
