Karman Line (XTERU) director's 20K founder shares convert at first deal

Rhea-AI Filing Summary

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.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Leitner Michael E

Role Director

Type	Security	Shares	Price	Value
holding	Class B Ordinary Shares F1	--	--	--

Holdings After Transaction: Class B Ordinary Shares — 20,000 shares (Direct)

Footnotes (1)

1. F1. As described in the issuer's registration statement on Form S-1 (File No. 333-297706) under the heading "Description of Securities - Founder Shares," the Class B ordinary shares, par value $0.0001 per share, of the issuer will automatically convert into Class A ordinary shares, par value $0.0001 per share, of the issuer at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to certain adjustments, and have no expiration date.

Key Figures

Insider holdings: 20,000 Class B ordinary shares Par value per share: $0.0001 per share Conversion ratio: 1-for-1

3 metrics

Insider holdings 20,000 Class B ordinary shares Class B ordinary shares directly held by Michael E. Leitner following the reported holdings entry

Par value per share $0.0001 per share Par value of the Class B ordinary shares that will convert into Class A ordinary shares

Conversion ratio 1-for-1 Class B ordinary shares automatically convert into Class A ordinary shares on a one-for-one basis

Key Terms

Class B ordinary shares, Class A ordinary shares, initial business combination, par value

4 terms

Class B ordinary shares financial

"the Class B ordinary shares, par value $0.0001 per share, of the issuer will automatically"

Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.

Class A ordinary shares financial

"convert into Class A ordinary shares, par value $0.0001 per share, of the issuer"

Class A ordinary shares are a type of ownership stake in a company that typically grants voting rights to shareholders, allowing them to have a say in important company decisions. They often come with priority in receiving dividends or profits, making them attractive to investors seeking influence and potential income. These shares help distinguish different levels of ownership and rights within a company's stock structure.

initial business combination financial

"will automatically convert into Class A ordinary shares ... at the time of the issuer's initial business combination"

An initial business combination is the deal in which a special-purpose acquisition company (SPAC) merges with or acquires an operating business to bring that business onto public markets. Think of the SPAC as an empty shell that raises money from investors, then uses that cash to buy a private company—this transaction turns the private company into a public one and often changes its ownership, valuation, and access to capital, so investors should watch for shifts in risk, future growth prospects, and shareholder rights.

par value financial

"Class B ordinary shares, par value $0.0001 per share, of the issuer will automatically convert"

Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.

FAQ

What insider ownership did XTERU disclose for Michael E. Leitner on this Form 3?

The filing reports that Michael E. Leitner beneficially holds 20,000 Class B ordinary shares of Karman Line Acquisition Corp. These are founder shares that will automatically convert into Class A ordinary shares on a one-for-one basis in connection with the initial business combination or earlier at the holder’s option.

What are the key terms of the Class B ordinary shares reported in XTERU’s Form 3?

The Class B ordinary shares carry a par value of $0.0001 per share and will automatically convert into Class A ordinary shares on a one-for-one basis at the time of Karman Line Acquisition Corp.’s initial business combination, or earlier at the option of the holder, with no expiration date.

How and when do XTERU’s Class B ordinary shares convert into Class A shares?

The Class B ordinary shares automatically convert into Class A ordinary shares on a one-for-one basis at the time of Karman Line Acquisition Corp.’s initial business combination, or earlier at the holder’s option. The conversion is subject to certain adjustments and the shares have no expiration date.

Does Michael E. Leitner’s Form 3 for XTERU report any recent insider buying or selling?

The Form 3 for Karman Line Acquisition Corp. reports holdings of 20,000 Class B ordinary shares by director Michael E. Leitner, but does not report any purchase or sale transactions. It functions as an initial statement of beneficial ownership rather than a record of new trades.

What is the significance of the founder shares disclosed for XTERU’s director?

The disclosure shows that director Michael E. Leitner holds 20,000 founder (Class B) shares, which convert one-for-one into Class A shares upon the initial business combination. This links his economic interest to the successful completion of Karman Line Acquisition Corp.’s first business combination.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/19/2026 - 03:55 PM Accepted by SEC EDGAR 08/17/2026 - 08:34 PM Learn about SEC filing dates

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
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1. Name and Address of Reporting Person^*

Leitner Michael E

(Last) (First) (Middle)

C/O KARMAN LINE ACQUISITION CORP.

1200 N. FEDERAL HWY, SUITE 200

(Street)

BOCA RATON FLORIDA 33432

(City) (State) (Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
08/17/2026

3. Issuer Name and Ticker or Trading Symbol
Karman Line Acquisition Corp. [ XTERU ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Ordinary Shares	(1)	(1)	Class B Ordinary Shares	20,000	(1)	D

Explanation of Responses:

1. As described in the issuer's registration statement on Form S-1 (File No. 333-297706) under the heading "Description of Securities - Founder Shares," the Class B ordinary shares, par value $0.0001 per share, of the issuer will automatically convert into Class A ordinary shares, par value $0.0001 per share, of the issuer at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to certain adjustments, and have no expiration date.

	/s/ Michael E. Leitner	08/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)