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Live from SEC EDGAR — tracked SPACs and filers awaiting admission.
Our analyst’s reading, not the filer’s word. It fires often.
150 filings · form S-1/A · newest first
Two ingests. A poller reads SEC’s market-wide getcurrent feed every minute, which is how a SPAC we do not yet track can show up here at all; and a backfill walks the tracked universe in rotation, pulling each filer’s history from the submissions API. Every row links to the primary document on sec.gov. We name someone else’s filing; we never restate it.
Filings attributed to a SPAC we track, plus filers whose name has the shape of a blank-check company and that the admission job has not refused. A filer it has not reached yet stays in — undecided is not rejected — and a pre-IPO registrant is labelled rather than hidden, because “S-1 on file, pricing imminent” is the most interesting row on the page. All EDGAR traffic is the raw firehose and is mostly operating companies.
23,949 of 217,566 filings in this view carry a “what changed / why it matters” reading, and the split is by FORM rather than by filing: narrative paper — the 8-K, the 425, the proxies, the periodic reports — is read, while registration and insider-ownership paper is linked to its source and left alone. So a form filter that returns rows with no reading is telling you something true about our coverage, not hiding one.
The amber dot means an analyst model marked the filing material, and 14,356 of the 23,949 it has read carry one — it is a wide net, not a rare alarm, and it is our reading rather than the filer’s word. A row tagged needs review is one the model itself was not confident about. Both are pointers into the document; the document is the fact.
Because it would be a chart of our own ingest. Every row in this table was written in a single week, the eight-year history behind it is backfilled, the backfill has reached part of the universe and truncates each filer at its hundredth-newest filing, and the newest week draws on nearly three times as many filers as the week before it and four times the week before that — because that is when the poller started. A burst of filings is a real signal and it stays unbuilt until the coverage behind it is even.
Across 153 forms. The feed below prints the newest 150.
Tracked SPACs plus the filers awaiting admission.
8 of 153 forms — 66% of the record. The two biggest are event reports and insider statements, not deal paper.
145 smaller forms hold 74,306 more filings and are not drawn.
No filter chip reaches CORRESP, SC 13G, SC 13G/A yet.
What changed:Amendment No. 1 to Registration Statement on Form S-1 (S-1/A) for Thunder Bridge Capital Partners V, Ltd., a blank-check SPAC conducting an IPO, filed August 5, 2026. This is a pre-effective amendment to the S-1 filed to register an IPO of 26,100,000 units at $10.00/unit. The filing updates disclosures including the trust per-share amount ($10.00), the deadline to complete a business combination (24 months from closing of the offering), sponsor compensation ($30,000/mo administrative + $30,000/mo advisory), and details of the private placement by TBCP V, LLC and Cantor. It also includes recent financials (unaudited March 31, 2026) and updated risk factors. Why it matters: The document provides detailed updated terms for a live SPAC IPO: $261 million trust, 24-month deadline, standard redemption rights, public warrant terms ($11.50 exercise, $18.00 redemption trigger), and full director/officer biographies. The financials show a working capital deficit of $22K and zero revenue, with a going concern note dependent on the IPO success. The filing appears routine for pre-effective S-1 amendments; no material changes to the core mechanics were identified that would alter redemption calculus.
●What changed:Amendment No. 1 to Registration Statement on Form S-1 for an initial public offering by a blank check company (SPAC). This is a preliminary prospectus for an IPO of 20,000,000 units (plus overallotment) at $10.00/unit. Each unit consists of one Class A ordinary share and one right to receive 1/8 of a Class A share upon a business combination. Sponsor PAC Sponsor LLC bought 5,750,000 founder shares for $25,000 and will buy 225,000 private placement units for $2,250,000. CEO Steven Hudson and director nominee Andrew Rechtschaffen expressed interest in buying up to $10M each of the units. Trust will hold $200M (or $230M with overallotment). Deadline is 21 months from closing; extensions require shareholder vote with redemption rights. The document provides extensive risk factors, business strategy focusing on commercial/consumer finance, management biographies (including past SPAC experience with Golden Arrow/Bolt Threads), dilution tables, and related party transactions. It also files the amended and restated memorandum and articles of association as an exhibit, which requires unanimous board approval for any business combination. Why it matters: This is the first detailed disclosure of Pinnacle Acquisition Corp's IPO terms and strategy. Investors can now see trust size ($10.00/share), deadline (21 months + potential extensions), sponsor economics (founder shares at $0.0043/share, creating substantial incentive to close any deal), management's prior SPAC track record (including a deal with ~85% redemptions and subsequent trading at $0.0001), and the specific limitation that Mr. Hudson's non-compete with ECN Capital (18 months from April 2026) restricts target selection. The filing confirms no target has been identified.
●What changed:Amendment No. 1 to Form S-1 Registration Statement under the Securities Act of 1933, filed solely to attach execution copies of definitive agreements and finalize Part II offering disclosures. The registrant amended the initial S-1 exclusively to incorporate newly executed exhibits and update capitalization, expense, and indemnification tables. According to Item 13, the registrant disclosed estimated non-underwriting offering expenses totaling $1,000,000, itemized as legal fees of $300,000, accounting fees of $37,500, SEC/FINRA expenses of $26,000, road show expenses of $15,000, exchange listing fees of $75,000, printing and engraving expenses of $35,000, and miscellaneous costs of $511,500. Item 15 finalized founder share mechanics, stating that on June 3, 2026, TCGX Sponsor, LLC paid $25,000 at approximately $0.011594 per share for 2,156,250 founder shares, and subsequently transferred 30,000 founder shares to each independent director nominee in June 2026. The filing specifies that up to 281,250 of those shares will be surrendered for no consideration if the underwriters’ over-allotment option is not exercised, leaving the sponsor with 1,785,000 shares representing 19.0% of issued and outstanding ordinary shares (excluding private placement shares). After accounting for private placement shares, the sponsor’s post-offering ownership is projected at 2,210,000 shares (22.4%) without full over-allotment, or 2,502,500 shares (22.1%) with full over-allotment. The registrant also committed sponsor and underwriters to purchase 500,000 private placement shares at $10.00 per share for $5,000,000 in the aggregate, with the sponsor subscribing to 425,000 and underwriters subscribing to 75,000. Exhibit 5.1 attaches a legal opinion from Maples and Calder (Cayman) LLP confirming the valid authorization of up to 7,500,000 Class A ordinary shares at a US$10 offering price, plus a 45-day option to purchase up to 1,125,000 additional shares, with Jefferies LLC acting as underwriter representative. Why it matters: This amendment materially establishes the economic alignment and liquidity parameters that will govern shareholder redemption calculus and de-SPAC transaction feasibility. By codifying the sponsor’s post-IPO equity range between 19.0% and 22.1%, the filing quantifies the downside risk sponsors face if public holders redeem, a metric investors routinely weight when assessing whether a future business combination will proceed at current market valuations or trigger forced terminations. The explicit attestation that officers and directors have waived all rights, title, interest, or claims against the trust account reinforces trust protection mechanics, clarifying that any indemnification payouts must originate from off-trust corporate funds or require successful consummation of an initial business combination. The inclusion of a Forward Purchase Agreement with Fund III signals pre-committed anchor capital that may serve as a de-SPAC backstop, potentially mitigating the pressure on public shareholder retention. Furthermore, the consent letters from Andrew Cheng, M.D., Ph.D., Ying Huang, Ph.D., and Wei Lin, M.D., paired with the SEC’s internal classification notation identifying the CF Office as 03 Life Sciences, indicate management’s sector concentration, though the filing discloses no specific target company, revenue forecasts, market size data, strategic roadmap, patent portfolios, partnership terms, litigation exposure, or accelerated redemption timelines. The $1,000,000 in estimated offering expenses also delineates the non-trust cash reserve available to fund continued search activities prior to merger completion.
What changed:Amendment No. 4 to Form S-1 Registration Statement under the Securities Act of 1933, filed as an exhibits-only submission to attach an independent registered public accounting firm's consent (Exhibit 23.1) and update the Part II exhibit index. The registrant explicitly states the accompanying prospectus remains unchanged from the June 29, 2026 filing and that this submission modifies only administrative components. Regarding SPAC mechanics, the filing details founder share restructuring: the registrant notes its sponsor initially purchased 7,392,857 Class B ordinary shares for an aggregate price of $25,000 on October 17, 2025, and subsequently surrendered 2,217,857 Class B shares for no consideration on May 6, 2026, leaving 5,175,000 founder shares outstanding, with up to 675,000 subject to forfeiture depending on the underwriter’s over-allotment exercise. The registrant calculates the sponsor’s deemed acquisition cost at approximately $0.00483 per share if the over-allotment is fully exercised, structuring founder equity to represent 30% of post-offering outstanding shares based on a maximum proposed offering of 12,075,000 units. The registrant reaffirms the sponsor’s contractual obligation to purchase 140,000 private units at $10.00 per unit for an aggregate $1,400,000 simultaneously with the IPO, emphasizing these instruments carry zero residual value unless an initial business combination is consummated. Standard trust safeguards are reiterated in the filing: the registrant discloses that officers and directors have expressly waived all rights, titles, interests, or claims in the trust account, limiting recourse solely to funds derived from their direct public share ownership. The filing introduces no amendments to the redemption calendar, per-share trust distribution mechanics, extension protocols, or target search status. Other substantive elements include a finalized schedule of estimated issuance expenses totaling $700,000 ($225,000 legal fees, $30,000 printing and engraving, $50,000 SEC/FINRA expenses, $80,000 Nasdaq listing fees, $100,000 underwriter legal fees, and $215,000 miscellaneous costs). The revised exhibit index formally incorporates a warrant agreement and a rights agreement both issued between 'Efficiency, INC.' and the registrant, alongside supporting contracts such as a promissory note dated October 16, 2025, subscription agreements dated October 16 and October 29, 2025, a founder shares forfeiture agreement dated May 6, 2026, audit and compensation committee charters, and signed nomination consents for Daniel A. Mace, Patrik Hriczo, and Jennifer Goforth. The registrant also files a formal consent from Marcum Asia CPAs LLP dated May 18, 2026, granting expert designation for financial statement coverage. Why it matters: Investors monitoring the SPAC trajectory should recognize this filing as routine pre-effectiveness housekeeping that preserves the existing structural timeline while cementing key capitalization mechanics ahead of public trading. By locking in the founder share surrender protocol and tying forfeiture triggers directly to the underwriter’s over-allotment exercise, the registrant clarifies future dilution exposure once units begin trading. The sponsor’s binding $1,400,000 private unit commitment establishes baseline confidence signaling, while the executives’ documented waivers of trust account claims reinforce that public capital remains insulated for redemption purposes only. Because the prospectus terms remain entirely static, the August 5, 2027 termination window and current redemption framework operate unchanged, shifting investor focus toward over-allotment market demand, target disclosure timing, and confirmation of Efficiency, INC.’s role in warrant and rights structures prior to final effectiveness.
●What changed:Amendment No. 6 to the registration statement on Form S-1 for BOA Acquisition Corp. II, a blank-check company seeking to raise $125 million (12.5 million units at $10.00 per unit) through an initial public offering, with each unit consisting of one Class A ordinary share and one right to receive an additional Class A share upon a business combination. The document serves as a preliminary prospectus and includes the latest terms of the IPO, financial statements, risk factors, and details on sponsor compensation, conflicts of interest, and the search for an acquisition target. This 6th amendment incorporates several significant revisions from the prior filings: (1) offering size reduced from 20,000,000 units to 12,500,000 units; (2) sponsor forfeited 1,505,953 founder shares, reducing the number subject to forfeiture if the over-allotment is not exercised from 1,000,000 to 803,571; (3) underwriting fee changed from $0.20 per unit to a flat $750,000 fee regardless of over-allotment exercise; (4) rights component increased from one-eighth of a right to one full right per unit; (5) administrative services fee to sponsor reduced from $20,000 to $13,333 per month; (6) private placement size reduced from 600,000 units (sponsor only) to 221,500 units (including certain institutional investors), with an additional 100,000 units to be purchased indirectly through the sponsor by sponsor non-managing members; (7) updated financial statements reflect these changes retrospectively. Why it matters: The revised terms make the SPAC smaller but more shareholder-friendly in terms of rights per unit. The flat underwriting fee removes the per-unit incentive for the underwriter to exercise the over-allotment, reducing potential dilution. The sponsor's forfeiture of shares and lower administrative fees modestly improve alignment, but the nominal $0.004 per share cost of founder shares remains a severe conflict of interest. The document confirms no target has been selected and no substantive discussions have occurred, underscoring the pre-deal risk. The trust per share remains at $10.00, with a 12-month deadline from closing (estimated August 2027). Investors must evaluate the sponsor team's prior SPAC experience (BOA/Selina) against the substantial dilution and conflicts detailed in the risk factors.
●What changed:Amendment No. 2 to Form S-1 registration statement for a SPAC initial public offering, including a preliminary prospectus detailing the terms of the offering, business strategy, risk factors, and financial statements. This amendment updates the registration statement with audited financial statements as of May 12, 2026, and includes executed exhibits such as the underwriting agreement, warrant agreement, trust agreement, and letter agreements. The prospectus remains preliminary and subject to completion. Why it matters: Provides the first comprehensive disclosure of the SPAC's terms, including trust per-share value of $10.05, 21-month deadline to complete a business combination, focus on U.S. equities and options clearing infrastructure, substantial dilution from founder shares, and detailed sponsor compensation. Investors can now evaluate the offering.
●What changed:Amendment No. 5 to Form S-1 registration statement for the initial public offering of BOA Acquisition Corp. II, filed as an exhibits-only submission adding the underwriting agreement, insider letter agreement, and private placement subscription agreement. This exhibits-only filing adds three new exhibits: (1) the Underwriting Agreement with D. Boral Capital LLC for 12,500,000 units (plus 1,875,000 over-allotment) at $10.00 per unit, with $125,000,000 to be deposited into the trust account; (2) the Insider Letter Agreement among sponsor, officers, directors, and the Private Placement Investor, containing lock-up provisions (180 days for founder shares, 30 days for private placement units), voting and redemption waivers, and sponsor indemnification of the trust account; and (3) the Private Placement Units and Founder Shares Subscription Agreement providing for the sale of 20,000 private placement units and 363,636 Class B shares to three institutional investors (Yakira Partners, L.P., White Oaks Long-Short Portfolio, LLC, and MAP 136 Segregated Portfolio) for an aggregate purchase price of $201,454.54. The prospectus and other parts of the registration statement remain unchanged. The IPO is expected to close by December 31, 2026. Why it matters: For a SPAC in SEARCHING status, this filing signals that the IPO is moving forward with final terms. The trust will be funded at $10.00 per unit (approximately $125 million from the firm units plus private placement proceeds). The sponsor forfeited over 1.5 million founder shares on June 17, 2026, and the remaining founder shares (6,160,714) will represent 30% of post-IPO ordinary shares. The completion window is 12 months from the IPO closing. The filing identifies three institutional investors receiving private placement units and founder shares, locking them up for 30 and 180 days respectively after a business combination. The underwriting agreement includes standard terms and the trust account waiver provisions. No business combination target has been identified yet.
●What changed:A routine compliance exhibit filing — specifically, an exhibits-only Amendment No. 3 to Form S-1 Registration Statement under the Securities Act of 1933, submitted to add Exhibit 5.2 (a Cayman Islands legal opinion) and update the Part II exhibit index. Item 15 of the filing discloses that on October 17, 2025, the sponsor purchased 7,392,857 Class B ordinary shares for an aggregate price of $25,000, and on May 6, 2026, surrendered 2,217,857 of those shares for no consideration, leaving 5,175,000 founder shares outstanding, with up to 675,000 subject to forfeiture depending on the underwriter’s over-allotment exercise. The filing states the sponsor committed to purchasing 140,000 private units at $10.00 per unit for a total of $1,400,000 concurrently with the public offering. Item 13 lists estimated non-underwriting expenses totaling $700,000, comprised of $225,000 in legal fees, $30,000 in printing, $50,000 in SEC/FINRA expenses, $80,000 in Nasdaq listing fees, $100,000 in underwriter legal fees, and $215,000 in miscellaneous costs. Exhibit 5.2 provides a legal opinion confirming the Company’s authorized capital of 500,000,000 Class A ordinary shares, 50,000,000 Class B ordinary shares, and 5,000,000 preference shares, each with a US$0.0001 par value, and validates the due authorization of the proposed sale of up to 10,500,000 units (expanding to 12,075,000 units with full over-allotment) at US$10.00 per unit, where each unit comprises one Class A ordinary share, one warrant exercisable at $11.50 per share, and one right to receive one-fourth of a Class A ordinary share upon business combination. Why it matters: As an exhibits-only post-effective amendment, this filing does not alter the prospectus, meaning the trust account mechanics, shareholder redemption terms, and the 2027-08-05 deadline remain exactly as stated in the June 29, 2026 registration statement. The documented reduction of founder shares from approximately 7.4 million to 5,175,000, coupled with the explicit forfeiture triggers, highlights the sponsor’s pre-pricing alignment adjustments. The confirmed $1,400,000 private unit purchase secures parallel equity capital contingent on deal execution. Because the registrant remains in the searching phase with no target identified or business combination progress reported, the document’s substantive takeaway is the maintenance of standard SPAC structuring parameters and the regulatory stepping stone provided by the Cayman Islands counsel opinion ahead of pricing.
●What changed:An amended S-1 registration statement (Amendment No. 1) filed by Market Technology Acquisition Corp (MTAK), a blank-check company, covering its proposed $200 million initial public offering. The document is a complete prospectus that updates and finalizes the terms of the IPO. This is the first amendment to the initial S-1 filing. The most substantive change is the inclusion of a detailed investment thesis and acquisition strategy focused on acquiring, recapitalizing, and scaling U.S. equities and options clearing infrastructure. The registration statement has been updated to include the financial statements for the period from inception (April 10, 2026) through May 12, 2026, and the filing date reflects the July 9, 2026, date of the amendment. The prospectus also discloses that Jonathan Slone is the managing member of the sponsor and that CTF Financial Holdings Limited, through Gold Street Sponsors, holds a ~90% economic interest in the sponsor. Why it matters: The filing is material because it officially launches the SPAC's IPO process with a well-defined target sector. The trust value of $10.05 per share is set, and the 24-month deadline to complete a business combination is established. The document details the significant dilution public shareholders will face and the substantial profit the sponsor stands to make, even if the share price declines. The disclosure of the sponsor's structure and beneficial ownership provides clarity on potential conflicts of interest. The market will be watching for any future deal announcements.
●What changed:S-1/A (Amendment No. 2) — amended SEC registration statement / preliminary prospectus for Pelican Acquisition II Corporation's proposed $75,000,000 SPAC initial public offering of 7,500,000 units at $10.00 per unit, each unit consisting of one ordinary share and one right to one-tenth of an ordinary share; no pricing date and no target identified. This amendment updates the registration statement with audited financial statements for the period February 26, 2026 (inception) through June 30, 2026, an auditor's report with a going-concern explanatory paragraph, the auditor's consent (Exhibit 23.3), and newly filed exhibits: the Sponsor subscription agreement (Exhibit 10.5), the EBC founder shares purchase letter (Exhibit 10.6), and the administrative services agreement (Exhibit 10.9). It does not introduce a new business combination or extension term; it reaffirms that the company has no target, has had no substantive target discussions, has a 21-month Combination Period from closing of the offering, and will deposit $10.10 per unit in trust ($75,750,000, or $87,112,500 if the over-allotment option is fully exercised).
●What changed:Registration statement (Form S-1/A) for the initial public offering of OceanLight Acquisition Corporation, a blank check company. Amendment No. 2 to the S-1, filed to respond to SEC comments and update disclosures. No material changes to offering terms: still 10,000,000 units at $10.00 per unit, trust amount $100,000,000 ($10.00 per public share), deadline 12 months from closing (estimated August 10, 2027). Sponsor purchase of founder shares and private placement unchanged. Updated exhibits, legal opinions, and other routine items. Why it matters: Establishes the IPO terms for a new SPAC with $10 per share trust, 12-month deadline, and redemption rights. Discloses significant sponsor conflicts: CEO Ping Zhang is involved in multiple other SPACs (Quetta, Yotta, Quartzsea, etc.) creating potential conflicts in target allocation. Sponsor's nominal cost for founder shares ($0.0058 per share) creates incentive to complete any business combination. No target identified; no operations. Investors should note the 15% limitation on redemptions if shareholder vote is used. The filing includes all standard agreements: underwriting, warrant, rights, trust, registration rights. Material for investors tracking SPAC IPO pipeline.
●What changed:Amendment No. 4 to Form S-1, a registration statement for a SPAC initial public offering (preliminary prospectus) filed by BOA Acquisition Corp. II (ticker: THEO, THEOU, THEOR). This is the fourth amendment, updating the registration statement with revised offering terms compared to the original filing. Changes include a reduction in offering size from 23,000,000 units to 12,500,000 units (plus 1,875,000 over-allotment), a change in the rights component from one-eighth of a Class A share to one full Class A share per right, elimination of deferred underwriting commissions in favor of a flat $750,000 cash fee, a decrease in the administrative services fee from $20,000 to $13,333 per month, a reduction in the number of private placement units from 600,000 to 221,500, and a forfeiture of 1,505,953 founder shares by the sponsor. The filing also includes updated financial statements, dilution tables, and risk factors reflecting these changes. Why it matters: The amendment provides the definitive terms of the SPAC's IPO, including the trust per-share value ($10.00), the 12-month deadline to complete a business combination (with unlimited extension potential via shareholder vote), and the mechanics for redemptions and liquidations. It details sponsor compensation (founder shares at $0.004 per share, private placement units, monthly fees, and potential working capital loans) and lock-up agreements. The dilution tables show severe dilution to public shareholders (up to 98.8% in a 100% redemption scenario). The filing indicates the SPAC is still searching for a target and has not engaged in substantive discussions. It also highlights potential conflicts of interest with the sponsor and management team, who have fiduciary duties to other entities. The registration statement is on track for effectiveness, which will allow the IPO to proceed.
What changed:Amendment No. 2 to Form S-1 Registration Statement (routine compliance filing focused solely on refiling the Filing Fee Table). No adjustments to the redemption calendar, trust distribution rights, or business combination deadline are reported. The filing exclusively updates the Filing Fee Table and restates Part II of the original registration statement. Item 13 itemizes estimated offering expenses payable by the registrant (excluding underwriting commissions) at $1,050,000, broken down into legal fees and expenses ($325,000), accounting fees and expenses ($100,000), payment to qualified independent underwriter ($300,000), SEC/FINRA Expenses ($73,148), Travel and road show ($20,000), Nasdaq listing and filing fees ($85,000), Printing expenses ($50,000), Trustee fees and expenses ($40,000), and Miscellaneous ($56,852). Item 15 confirms the sponsor acquired 5,750,000 Class B ordinary shares for $25,000 on June 18, 2021, and a March 13, 2026 share capitalization issued an additional 1,916,667 Class B ordinary shares, resulting in 7,666,667 founder shares outstanding valued at approximately $0.003 per share. Up to 1,000,000 of these shares are subject to surrender depending on underwriter over-allotment exercise. The registrant and underwriters have committed to purchase 645,000 private placement units at $10.00 per unit for an aggregate $6,450,000, allocating 245,000 units to the sponsor and 400,000 units to underwriters.
What changed:Amendment No. 1 to Form S-1 Registration Statement, filed as a routine exhibits-only compliance update. The Registrant’s filing adds Exhibit 23.1, a consent from independent registered public accounting firm CBIZ CPAs P.C., dated July 8, 2026. The Explanatory Note states that the remainder of the Registration Statement is completely unchanged. Consequently, the filing makes zero alterations to redemption mechanics, trust account administration, extension provisions, target search parameters, or sponsor conduct and lockup terms. Why it matters: While procedurally minimal, this maintenance filing preserves the shelf registration’s readiness ahead of a potential offering effective date. Per the signatures, Chief Executive Officer Matthew D. Hammond and Chief Financial Officer Fran Adams maintain the corporate office at 600 Fifth Avenue, 23rd Floor, New York, NY 10020, and continue operating under the active registration program identified by File No. 333-296609. The filing contains no operational metrics, customer disclosures, revenue projections, partnership announcements, or litigation updates. Because trust share valuation and redemption pricing are omitted, shareholders cannot derive updated cash-per-share or offer-price calculations from this document alone; those parameters remain tied to the originally filed prospectus until a substantive amendment or definitive agreement enters the record.
●What changed:Amendment No. 1 to a Registration Statement on Form S-1 (S-1/A) for a proposed initial public offering, converting the SPAC from a shell company into a reporting entity. This S-1/A amends the initial S-1 filing. Key substantive changes and confirmations include: (1) The trust will hold $200 million ($10.00 per unit) from the offering and $6 million from a private placement of warrants by the sponsor and Cantor Fitzgerald. (2) The deadline to complete a business combination is 24 months from the closing of the offering, with a possible extension via shareholder vote. (3) The prospectus reflects a fully negotiated underwriting agreement with Cantor Fitzgerald, including $4M in upfront commissions and up to $9.8M in deferred commissions held in trust. (4) The sponsor and Cantor are purchasing 6 million private placement warrants at $1.00 each. (5) The sponsor paid $25,000 for 5.75 million founder shares ($0.004 per share), up to 750,000 of which are subject to forfeiture. (6) Non-managing sponsor investors can indirectly purchase up to 2.5 million of the sponsor's warrants and receive economic interests in 2 million founder shares. (7) Warrant exercise price is $11.50, with potential anti-dilution adjustments if the market value at de-SPAC is below $9.20. (8) Registration rights granted to initial shareholders and Cantor. (9) The documents (Underwriting Agreement, Warrant Agreements, Trust Agreement, Letter Agreement) are filed as exhibits.
●What changed:Amendment No. 1 to Form S-1 registration statement for the initial public offering of Jones Ventures INTL Acquisition1 Corp, a blank-check SPAC. It contains the IPO prospectus for 20,000,000 units at $10.00/unit (each unit consisting of one Class A ordinary share and one right to receive 1/8 of a share upon a business combination) and a separate market-making prospectus for secondary transactions by the underwriter JonesTrading. This amendment updates the S-1 primarily to include unaudited financial statements as of March 31, 2026, reflect a 1.33-for-1 recapitalization of founder shares on March 13, 2026 (resulting in 7,666,667 Class B shares outstanding), add new independent directors (Harsha Agadi as Chairman, Dave Horin and Nathan Hubbard), name Bryan Turley as CFO, and incorporate updated risk factors, use-of-proceeds tables, and dilution calculations. It also formalizes the lock-up and transfer restrictions for founder shares and private placement units. No business combination target has been identified; the SPAC remains in the searching phase. Why it matters: For investors tracking redemption mechanics, the trust value remains $10.00 per public share with a 21-month deadline from the offering closing (potential extensions up to 36 months with shareholder vote). The filing confirms no substantive deal discussions have occurred. Sponsor conduct details include a nominal $0.003 per founder share cost, a $8.0 million business combination marketing fee to the underwriter (JonesTrading), and significant potential dilution for public shareholders. The updated financials show a working capital deficit and going-concern uncertainty, underscoring the need for the IPO proceeds.
●What changed:Amendment No. 2 to Form S-1 Registration Statement under the Securities Act of 1933 — a prospectus for a proposed initial public offering (IPO) of units by a blank check company. This is the second amendment to the S-1, filed July 2, 2026. It updates the prospectus with current financial statements (unaudited balance sheet as of March 31, 2026; audited financials for the period from inception through December 31, 2025), revises the offering size to $150,000,000 (15,000,000 units), details the terms of units (one Class A ordinary share and one-half warrant), and outlines new related-party arrangements including a second SPAC sponsor (Clear Street LLC) and non-managing sponsor investors who will purchase warrants simultaneously with the offering. Key changes from the prior filing include updated underwriting terms, lock-up provisions for insiders (180 days for units, founder shares, and warrants), and a more detailed description of the search criteria, conflicts of interest, and the 18-month deadline for a business combination. Why it matters: For tracking redemption deadlines, trust value, extensions, deal progress, and sponsor conduct, this filing is the definitive prospectus for MRCO's IPO. It sets the trust at $10.00 per unit, establishes an 18-month deadline (January 9, 2028), and contains explicit sponsor commitments (including indemnification of the trust). It also discloses a significant conflict of interest: Shawn Matthews and Steven Bischoff are actively engaged in two other SPACs (HCM III and HCM IV) that will have priority over MRCO for acquisition opportunities. Any investor evaluating MRCO needs this document to understand the sponsor's incentives, the terms of the warrants, and the constraints on the business combination search.
●What changed:Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-295972) for the initial public offering of Freedom Metals Acquisition Corp., a blank check company focused on critical minerals and mining. The filing contains the full preliminary prospectus dated July 1, 2026, along with exhibits including the underwriting agreement, warrant agreement, trust agreement, insider letter, registration rights agreement, administrative services agreement, and legal opinions. This amendment updates the initial S-1 (filed earlier) to include (i) the final form of underwriting agreement with Cohen & Company Capital Markets, which sets the offering size at 27,500,000 units ($10.00 per unit, $275,000,000 gross) plus an over-allotment option of up to 4,125,000 additional units; (ii) exhibits containing all transaction agreements (insider letter, trust agreement, warrant agreement, registration rights, administrative services, private placement purchase agreements, indemnity agreement); (iii) opinions of Reed Smith LLP (U.S. counsel) and Walkers (Cayman) LLP (Cayman counsel) on the validity of the securities; (iv) consent of independent auditor CBIZ CPAs P.C.; and (v) updated financial statements for the period ended March 31, 2026. The prospectus includes updated offering terms, dilution calculations, and disclosure of sponsor and management compensation. No business combination target has been selected. Why it matters: This filing establishes the complete terms of the SPAC's IPO, including trust account size ($275M, $10.00 per public share), warrant coverage (one-third warrant per unit, $11.50 strike price), deadline for business combination (18 months from closing, extendable to 24 months if a definitive agreement is signed within 18 months, with further shareholder-approved extensions possible), redemption rights for public shareholders (subject to a 15% cap on redemptions per holder if a shareholder vote is used), and sponsor/underwriter private placements (825,000 units total at $10.00). The dilution analysis shows significant dilution to public shareholders, especially if high redemption occurs (at 100% redemption, pro forma net tangible book value per share is $(0.93)). Sponsor obtained founder shares at $0.0024 per share, creating potential conflicts. The prospectus discloses that no target discussions have occurred and that the company will focus on critical minerals and mining. The filing is essential for investors to evaluate the SPAC's structure, risks, and sponsor incentives.
●What changed:Amendment No. 2 to a Registration Statement on Form S-1 for the initial public offering of ARC Group Securities Acquisition I, a blank-check SPAC seeking to raise $105 million by selling 10.5 million units at $10.00 each. This S-1/A (Amendment No. 2) updates the IPO prospectus to, among other things: (i) reflect the surrender of 2,217,857 founder shares by the sponsor on May 6, 2026, reducing outstanding Class B shares to 5,175,000 (up to 675,000 subject to forfeiture depending on over-allotment exercise); (ii) disclose that on June 18, 2026, ARC Group Limited sold approximately 94% of its equity in the sponsor to Brynner Chiam, who became the manager with sole voting and investment discretion; (iii) specify a 12-month completion window with a single 3-month extension if a definitive agreement is executed within the first 12 months; (iv) change the per-unit warrant from one-half to one whole warrant and add a new right entitling the holder to receive one-quarter of one Class A share upon a business combination; (v) adjust the underwriting compensation to 420,000 representative shares plus a $1.575 million deferred underwriting fee; (vi) expand the anti-dilution conversion formula for founder shares to exclude redemptions related to charter amendments or the business combination; and (vii) update the dilution table to show net tangible book value per share after the offering ranging from $5.70 (at 0% redemption) to $(0.14) (at 100% redemption). Why it matters: These changes are material for investors tracking redemption mechanics, sponsor conduct, and valuation. The tightened 12-month completion window (from 18) increases redemption timing risk. The sponsor ownership change — particularly the transfer of control to Brynner Chiam — alters the sponsor incentive dynamic. The conversion formula adjustment shields sponsor shares from dilution caused by shareholder redemptions in charter amendments or the business combination, potentially increasing sponsor alignment risk. The addition of a full warrant (from one-half) per unit increases potential future dilution to 10.5 million shares at $11.50. The right to receive an additional 1/4 share upon business combination also increases potential dilution. The pre-offering net tangible book deficit of $(0.05) and post-offering deficit of $(0.14) (in a 100% redemption scenario) confirm the trust is at $10.00/unit but the sponsor's nominal $0.00483 per founder share cost creates severe dilution risk for public shareholders (101.8% dilution in a 100% redemption scenario).
●What changed:Amendment No. 2 to the Registration Statement on Form S-1 (S-1/A) for the initial public offering of Viking Acquisition Corp. II, a blank-check company (SPAC), filed with the SEC on June 29, 2026. This amendment includes finalized versions of key transaction documents: the Underwriting Agreement (Exhibit 1.1), Private Warrant Agreement (Exhibit 4.6), Insider Letter (Exhibit 10.2), Investment Management Trust Agreement (Exhibit 10.3), Registration Rights Agreement (Exhibit 10.4), and Private Placement Units Purchase Agreement (Exhibit 10.6). XBRL taxonomy files were also updated. The body of the prospectus remains largely unchanged from the previous filing, with no new target business identified. Why it matters: The filing establishes the final contractual framework for the SPAC's IPO, including the trust mechanics (10.00 per share), warrant terms, sponsor lock-up provisions (6 months for founder shares, 30 days for private placement units), and registration rights. It confirms the 24-month deadline to complete a business combination and the absence of any target discussions. The disclosure of conflict of interest and sponsor compensation (founder shares at $0.00326 per share) remains a key focus for investors tracking alignment.
●What changed:Amendment No. 1 to Registration Statement on Form S-1 (S-1/A) for the initial public offering of Meridian3 Industrials Acquisition Corp, a blank-check company incorporated to effect a business combination. The filing includes the prospectus, underwriting agreement, warrant agreement, trust agreement, registration rights agreement, and other exhibits. This amendment updates the original S-1 filed June 4, 2026, and appears to be a response to SEC comments, finalizing the offering terms. Key changes include: (i) inclusion of a new underwriting agreement, warrant agreement, trust agreement, and registration rights agreement; (ii) updated financial statements (audited balance sheet as of May 14, 2026); (iii) detailed disclosure of sponsor compensation, founder shares, private placement warrants, and non-managing sponsor investors; (iv) finalization of redemption mechanics, trust terms ($175M at $10.00 per unit), and business combination deadline (24 months from closing); (v) added risk factors and conflicts of interest disclosures; (vi) exhibit of the Cayman Islands legal opinion and other consents. Why it matters: This amendment moves the SPAC closer to effectiveness and IPO pricing. It crystallizes the economic terms: $10.00 trust per share, nominal founder share cost ($0.005/share) causing extreme dilution, and a 24-month deadline. The filing also reveals that the sponsor and Cantor Fitzgerald are purchasing 5.5M private placement warrants, with additional participation from non-managing investors. The disclosure confirms that public shareholders will have redemption rights and that the sponsor has waived redemption. The trust account is set at $175M (or $201.25M if over-allotment exercised). The filing is material because it sets the final framework for the IPO and the subsequent de-SPAC process.
●What changed:An Amendment No. 1 to Form S-1 Registration Statement filed solely as an exhibit-only submission under the Securities Act of 1933. The filing exclusively introduces three new exhibits—Exhibit 99.3, Exhibit 99.4, and Exhibit 99.5—which contain signed consents from Andrew Childs, Michael Westerman, and Karl Simich agreeing to serve as director nominees for AMR Resources Acquisition Corp., each dated June 29, 2026. The registrant’s explanatory note confirms that all other parts of the initial June 26, 2026 filing remain entirely unchanged and have been omitted. Why it matters: This amendment does not alter the SPAC’s redemption calendar, trust account mechanics, extension provisions, or public offering terms. It solely updates the corporate governance roster by formally registering three newly identified director candidates. Under Item 15, the registrant reports that on December 26, 2025, the sponsor acquired Class B ordinary shares at approximately $0.003 per share via a $25,000 aggregate cash outlay, and subsequently issued 1,916,666 additional founder shares on June 17, 2026. The sponsor and BTIG have contractually committed to purchase 687,500 private units (escalating to 762,500 if the underwriters exercise their over-allotment option in full) at $10.00 per unit, yielding an aggregate purchase price of $5,850,000 ($6,450,000 if fully exercised). Net issuance expenses are itemized at exactly $650,000, broken down into $285,000 for legal fees, $110,000 for SEC/FINRA expenses, $80,000 for Nasdaq listing fees, $50,000 for accounting fees, $45,000 for miscellaneous costs, $40,000 for trustee fees, and $40,000 for printing and engraving. Directors and officers have agreed to waive any right, title, interest, or claim against the trust account arising from their services, with the registrant clarifying that indemnification can only be satisfied using funds outside the trust or after consummating an initial business combination. The filing also reiterates that the SEC considers indemnification for liabilities under the Securities Act contrary to public policy and therefore unenforceable.
●What changed:Amendment No. 1 to Form S-1 Registration Statement (S-1/A) for the initial public offering of Columbus Circle Capital Corp III, a blank check company (SPAC) formed to effect a business combination. This amendment adds a market making prospectus for secondary market transactions by Cohen & Company Capital Markets and updates the preliminary prospectus with audited financial statements as of December 31, 2025 and unaudited interim financial statements as of March 31, 2026. No business combination target has been selected or announced. Why it matters: The filing provides the definitive terms of the SPAC's $200 million IPO (20 million units at $10.00 per unit), trust structure, redemption rights, sponsor compensation, and conflicts of interest. It confirms the 24-month completion window (through mid-2028) and the per-share trust value of $10.00. While no deal progress is disclosed, the filing is material for investors evaluating redemption deadlines, sponsor incentives, and potential dilution.
●What changed:Registration statement (Amendment No. 1 to Form S-1) for an initial public offering of units of a blank check company (SPAC), Viking Acquisition Corp. II. Updated preliminary prospectus with complete terms of the IPO, including a $200 million trust ($10.00 per unit), 24-month completion window (extendable to 36 months with shareholder vote), redemption rights for public shareholders, sponsor's purchase of founder shares at approximately $0.00326 per share and 350,000 private placement units at $10.00 per unit, details on conflicts of interest with KingsRock Advisors, and dilution tables. No target business has been selected or contacted. Why it matters: Establishes the foundational structure for the SPAC's lifecycle including trust value, redemption mechanics, deadline for a business combination, and sponsor incentives. Investors can now assess the baseline terms for future redemptions, extensions, and potential conflicts. Since this is the IPO registration, there is no deal progress to report; it sets the terms for the SPAC that will later seek a target.
●What changed:Amendment No. 1 to Registration Statement on Form S-1 (S-1/A) filed by OceanLight Acquisition Corporation as an exhibit-only filing. It adds all final exhibits (underwriting agreement, charter documents, specimen certificates, trust agreement, registration rights, indemnity, subscription, private placement, administrative services, escrow, promissory note, code of ethics, committee charters, clawback policy, and consents of director nominees) to the already-effective registration statement for the company's initial public offering. This is an exhibit-only filing; no changes were made to the prospectus or financials. The registration statement (File No. 333-296802) was declared effective on June 17, 2026, per the underwriting agreement. This amendment adds all exhibits listed in Item 16(a), completing the registration statement. Why it matters: The filing finalizes the IPO registration, signaling that the offering is imminent. It provides full terms: 10,000,000 units at $10.00 per unit ($100 million trust deposit), with over-allotment of up to 1,500,000 units. The trust per-share value remains $10.00. The company has 21 months from the closing to complete a business combination (per amended articles), extendable by special resolution. No target identified. Sponsor and insiders are subject to standard lock-ups and trust waivers. The filing does not change any redemption deadlines or trust value.
●What changed:Pelican Acquisition II Corporation's Amendment No. 1 to its registration statement on Form S-1 (File 333-296688), filed June 16, 2026. The registrant expressly labels it an exhibit-only filing: the prospectus narrative is unchanged and omitted, and the filing consists of the facing page, explanatory note, Part II Item 16 exhibit index, signature page, and the listed exhibits, including the underwriting agreement, charter documents, specimen certificates, rights agreement, legal opinions, trust agreement, insider letter, registration rights agreement, indemnity agreement, subscription agreement, private placement purchase agreements, escrow agreement, business combination marketing agreement, code of ethics, committee charters, clawback policy, and director consents. No business combination, redemption deadline, trust-per-share value, or prospectus disclosure was updated. The change is procedural and exhibit-related: the company is filing the complete exhibit package for the pending S-1, with Robert Labbe signing as CEO/Chairman and director consents from Daniel M. McCabe, Becky Fallon, and Sean Michael Deegan. The underwriting agreement filed as Exhibit 1.1 sets out proposed IPO terms: 7,500,000 units at $10.00 per unit, each unit comprising one ordinary share and one right, an over-allotment option of 1,125,000 units, a planned trust deposit of $75,750,000, 2,875,000 founder shares issued to the sponsor for $25,000 with up to 375,000 subject to forfeiture, and 386,500 private placement units at $10.00. The post-offering charter includes a 21-month period after the IPO to complete a business combination, subject to extension via an amendment that triggers public-share redemption. Why it matters: Although no redemption-calendar item moved, this filing establishes the SPAC's operative structure and confirms the company remains pre-target: the underwriting agreement states the company has no specific business combination under consideration and has not had substantive discussions with any target. It fixes key terms investors track, including the $10.00-per-unit offering, one-right-per-share unit structure, planned trust funding, tender-offer and redemption mechanics (including a minimum 20-business-day tender offer and a 15% group redemption cap in a shareholder-vote redemption), the 21-month completion window, the 80%-of-trust fair-value target threshold, sponsor and underwriter economics and lock-ups, and EarlyBirdCapital's 3.5% business-combination marketing fee plus a potential 1% finder fee. It is a pre-effective registration milestone, not a post-IPO deal or deadline event.
●What changed:Amendment No. 2 to a Registration Statement on Form S-1 for an initial public offering of 25,000,000 Class A ordinary shares ($10.00/share) of Cantor Equity Partners VII, Inc., a blank check company searching for a business combination. It also includes a separate Market Making Prospectus for secondary-market transactions by the underwriter Cantor Fitzgerald & Co. for 30 days after the offering date. This is the third iteration of the registration statement (Amendment No. 2). The company is now BEFORE the IPO (trust is not yet funded). The document sets final pricing terms ($250 million base offering at $10.00 per share), a 24-month deadline (June 2028), and a sponsor-sponsored promissory note of up to $4,312,500 ($0.15 per redeemed share) to be used at redemption events. The company also discloses a $210,000 over-allotment liability. Financial statements are current through March 31, 2026, showing a working capital deficit of ~$216,000 and total assets of ~$126,000. The filing now includes an executed underwriting agreement, insider letter agreement, and a sponsor note. The company confirms it has no target and has not initiated substantive discussions. Why it matters: This filing is the definitive S-1/A establishing the final terms of the IPO for a $250 million SPAC sponsored by Cantor Fitzgerald. Key mechanics include: (1) $10.00 per-share trust; (2) a 24-month deadline to close a business combination; (3) the sponsor will fund $0.15 per redeemed share via a note if needed; (4) the structure includes no warrants, only redeemed shares; (5) founders (6,250,000 Class B shares) represent 20% of shares post-IPO, creating immediate dilution of ~24.3% for public holders; (6) a $5 million underwriting fee to Cantor Fitzgerald + an $8.75 million success fee at deal closing; (7) the company has applied to list on Nasdaq under the symbol 'CAES' and expects trading to begin promptly; (8) the company has no identified target and has not initiated substantive discussions; (9) the sponsor paid ~$0.003 per founder share, and (10) the company is an emerging growth company with extended transition for accounting standards.
●What changed:Amendment No. 2 to Registration Statement on Form S-1 (S-1/A) filed by Texas Ventures Acquisition IV Corp. for its initial public offering of 15,000,000 units at $10.00 per unit, each unit consisting of one Class A ordinary share and one-half of one redeemable warrant. This amendment updates the prospectus to include final pricing terms and files exhibits including the underwriting agreement, warrant agreement, letter agreement with sponsor and insiders, investment management trust agreement, registration rights agreement, private placement warrant purchase agreements, administrative services agreement, and code of ethics. Why it matters: The filing sets the trust value at $10.05 per unit ($150.75 million initially), establishes the 18-month deadline for a business combination, details sponsor compensation (founder shares at $0.004 each, private placement warrants at $1.00 each), discloses material conflicts of interest (sponsor and insiders have waived redemption rights on founder shares; non-managing sponsor investors receive indirect founder share interests), and provides dilution tables showing public shareholders face up to 109% dilution at maximum redemptions.
●What changed:Amendment No. 2 to a Registration Statement on Form S-1 (preliminary prospectus) for the initial public offering of JAB Acquisition Corp I, a blank-check company. This is the second amendment to the S-1 registration statement, updating the preliminary prospectus with current financial statements (as of March 24, 2026), revised risk factors, and expanded disclosures on the sponsor, conflicts of interest, and the terms of the offering. The document does not explicitly list changes from the prior amendment, but it reflects the ongoing process of registering the SPAC IPO. Why it matters: The filing provides the most current and complete picture of the SPAC's terms, including the trust structure, redemption mechanics, extension provisions, sponsor compensation, and risk factors. It is the document that will be used to market the IPO to investors and is essential for understanding the potential risks and mechanics of the investment.
●What changed:Amendment No. 2 to Form S-1 registration statement for Alpex Acquisition Corporation, a blank-check company (SPAC) seeking to raise $100 million in an initial public offering of 10,000,000 units at $10.00 per unit, each unit consisting of one Class A ordinary share, one redeemable warrant, and one right to receive one-fourth of one Class A ordinary share. The filing is a preliminary prospectus subject to completion. The principal change from the prior S-1 filing is a revision to the unit composition: each unit now includes a right to receive one-fourth of one Class A ordinary share (previously one-fifth of one Class A ordinary share). This amendment also updates the registration fee table to reflect the incremental shares registered due to the revised rights terms, and includes updated financial statements, risk factors, and other disclosures as of the filing date. Why it matters: This filing sets the terms for a new SPAC IPO. Key points for investors: trust per share is $10.00, warrant exercise price $11.50, rights convert to 1/4 share upon business combination, 12-month deadline to complete a deal, 15% redemption limitation, sponsor (Hugreat Ltd) paid $0.01 per insider share, and the sponsor is controlled by a Chinese citizen, creating potential CFIUS and enforcement risks. The change in rights from 1/5 to 1/4 increases potential dilution for public shareholders, but also makes the units slightly more valuable. The SPAC is still searching for a target.
●What changed:Form S-1/A (Amendment No. 3) to a Registration Statement under the Securities Act of 1933, filed by East West Ave Acquisition Corp. as an exhibit-only submission solely to replace the previously attached Opinion of the Doney Law Firm (Exhibit 5.2) without amending or deleting any other portion of the Registration Statement. According to the Registrant, the filing introduces no modifications to the SPAC’s SEARCHING status, its disclosed trust value of $10.05 per share, or its 2027-08-03 liquidation deadline. The amendment restates and reaffirms capital structure mechanics: the Registrant reports that East West Ave LLC (Sponsor A) paid $5,000 for 20,000 founder shares on November 8, 2025; subsequently declared a dividend of approximately 142.75 founder shares per outstanding share, issuing 2,855,000 Dividend Shares for $20,000 on November 20, 2025, leaving Sponsor A with 2,875,000 founder shares at $0.0087 per share. The Registrant further attests that on March 5, 2026, Sponsor A assigned 560,000 founder shares to NFR Capital Limited (Sponsor B) for $4,872, with Sponsor B concurrently agreeing to purchase 80,000 private units at $10.00 per unit. The Registrant discloses that both sponsors commit to acquiring 272,500 private units for $2,725,000 ($10.00 per unit) simultaneously with the closing, exempt under Section 4(a)(2), with no underwriting discounts paid. The Registrant states founder shares target a 20% post-offering proportionality based on a maximum 11,500,000-unit public offering cap, and notes up to 375,000 shares will be forfeited if the underwriters’ over-allotment option is not fully exercised. The filing makes no adjustments to redemption calendars, trust payout mechanics, extension voting windows, or target acquisition timelines.
●What changed:Amendment No. 1 to an S-1 registration statement for an initial public offering by Yorkville International Capital Corp., a blank-check SPAC. This document is a preliminary prospectus that registers the offer and sale of 20,000,000 units at $10.00 per unit, each consisting of one Class A ordinary share and one-third of one redeemable warrant, for a total offering of $200,000,000. It also registers the underlying Class A ordinary shares and warrants and related securities. This is a pre-effective amendment. Compared to the original S-1 filing (not provided), this amendment updates the prospectus with a new preliminary date of June 4, 2026, and includes updated financial statements (audited balance sheet as of April 2, 2026 and statements of operations, changes in shareholder's equity, and cash flows for the period from inception through April 2, 2026). The management team biographies have been updated to reflect recent positions, namely Kevin McGurn's role as Interim CEO of Trump Media & Technology Group Corp. (since April 21, 2026) and Troy Rillo's roles as CEO/CFO of Texas Ventures Acquisitions III Corp. and Yorkville Acquisition Corp. The document also includes updated risk factor language regarding the SEC's SPAC rules and Investment Company Act guidance, and reflects the formation period financials.
●What changed:Amendment No. 3 to Form S-1 Registration Statement for JAB Acquisition Corp I, a blank check company (SPAC) conducting its initial public offering. This is an amendment to the registration statement. Key changes include updating the unit composition to one Class A ordinary share, one redeemable warrant, and one right to receive one-fourth of a Class A ordinary share; extending the business combination period to allow up to two three-month extensions; and capping the deferred underwriting commission at $500,000. Why it matters: This filing provides complete terms for a new SPAC IPO: 15,000,000 units at $10.00 per unit with a trust of $150,000,000 ($10.02/share). Sponsor has 12 months to find a deal, extendable up to 18 months with $0.10/share deposits. Public shareholders have redemption rights. Sponsor paid $0.002/share for founder shares, indicating potential dilution. The filing outlines target focus on technology, healthcare, and logistics, with enterprise value target of $150 million or greater.
●What changed:Amendment No. 1 to Form S-1 registration statement / preliminary prospectus for an initial public offering of 20,000,000 units (with a 45-day over-allotment of up to 3,000,000 units) by RMG ML Sports Holdings, a blank check company incorporated in the Cayman Islands and formed to effect a business combination, focusing on the global sports industry and adjacent sectors. Compared to the original S-1 filed on February 27, 2026, this Amendment No. 1: (1) reduces the maximum offering size from 30,015,000 units to 23,000,000 units (including the over-allotment); (2) updates the sponsor's founder share position: on May 29, 2026, the sponsor forfeited 2,338,333 founder shares for no consideration, reducing its holdings to 7,666,667 founder shares at an effective cost of ~$0.003 per share; (3) provides updated financial statements (unaudited for the three months ended March 31, 2026) reflecting a working capital deficit of $407,762; (4) updates the trust account deposit to $200.0 million (or $230.0 million if over-allotment is exercised) from the prior maximum; (5) updates underwriter and fee details to reflect Santander US Capital Markets LLC as sole book-runner; and (6) incorporates revised disclosure on the Investment Company Act risk and the SPAC rules adopted in January 2024.
●What changed:S-1/A - Amendment No. 3 to Registration Statement for initial public offering of units. This is the third amendment to the Form S-1 registration statement for Futurewave Acquisition Corporation's initial public offering of 7,500,000 units at $10.00 per unit, each unit consisting of one ordinary share, one right to receive one-fourth of one ordinary share, and one redeemable warrant. The filing updates the prospectus with final terms, including the unit structure, underwriting arrangements, and exhibits (e.g., legal opinion, graphic). It also reflects modifications to the warrant terms and offering size adjustments from prior amendments. Why it matters: This filing establishes the IPO terms for a new SPAC with a $75 million trust ($10.00 per share), a 12-month deadline to complete a business combination, and significant sponsor incentives (founder shares at $0.0068 per share). It discloses material conflicts of interest as management serves on multiple other SPACs, and provides detailed dilution tables and redemption mechanics. For investors tracking SPACs, this is the foundational document for FWAC's capital structure and redemption rights.
●What changed:Amendment No. 2 to Registration Statement on Form S-1 (S-1/A) for a proposed initial public offering by a blank-check SPAC. This Amendment No. 2 updates the prospectus with current financial statements (unaudited as of Feb. 28, 2026), updates the sponsor structure (Sponsor B, NFR Capital Limited, added as co-sponsor via securities assignment), updates the proposed trust per-share amount to $10.05, and updates the target industry focus to 'financial technology, compute infrastructure, and energy solutions sectors.' It also adds a specific prohibition against a business combination with a China-based company. Why it matters: This S-1/A provides the first full preliminary prospectus for EWAV's IPO. Key for redemption-calendar tracking: trust is set at $10.05 per unit; the deadline to complete a deal is 12 months from closing (or 15 if a definitive agreement is signed within 12 months); there is no limit on extensions. Sponsor conduct risks are elevated: the average founder-share price is $0.0087, creating a strong incentive to close any deal; the company has two sponsors (one a Hong Kong company) and an independent director based in Hong Kong, raising novel China-tie risks and CFIUS concerns; one sponsor, Molly Huang, controls both the sponsor and the CEO role. The document contains no deal announcement.
●What changed:Amendment No. 2 to Registration Statement on Form S-1 (S-1/A) for the initial public offering of Futurewave Acquisition Corp., a blank check company seeking a business combination. The filing updates the registration statement with revised unit terms (one ordinary share, one right to one-fourth of an ordinary share, and one redeemable warrant per unit), an offering size of $75 million (up to $86.25 million with over-allotment), audited financial statements as of March 31, 2026, a change in fiscal year end from February 28 to March 31, and expanded disclosure of material conflicts of interest because the management team also serves as directors/officers of multiple other SPACs (Yotta, Quetta, Black Hawk, Quartzsea, etc.) targeting similar-sized deals. Why it matters: This filing moves the SPAC closer to IPO effectiveness, which will deposit $75 million in trust ($10 per share) with a 12-month deadline to find a target. The extensive conflicts-of-interest disclosure highlights that target allocation may be skewed toward other SPACs run by the same sponsor team, a key risk for public shareholders. No target has been identified yet.
●What changed:Amendment No. 1 to Registration Statement on Form S-1 for the initial public offering of Cantor Equity Partners VII, Inc., a blank check company (SPAC). This is the first amendment to the S-1 registration statement, filed to update the preliminary prospectus and respond to SEC comments. The prospectus details the offering of 25,000,000 Class A ordinary shares at $10.00 per share, with a trust account of $250,000,000 (or $287.5M if over-allotment exercised). The SPAC has 24 months from closing to complete a business combination, with possible extension via shareholder vote. The sponsor, Cantor EP Holdings VII, LLC, purchased founder shares at $0.003 per share and will purchase 600,000 private placement shares at $10.00 per share. The filing also includes a market making prospectus for Cantor Fitzgerald & Co. to engage in secondary market transactions for 30 days. Why it matters: This filing establishes the terms of the SPAC's IPO, including the trust value, redemption rights, extension mechanics, and sponsor economics. Investors should note the low cost basis of founder shares ($0.003) creating potential misaligned incentives, the 24-month deadline, and the ability to extend. The document also discloses conflicts of interest due to Cantor's multiple SPACs and the underwriting fees. The SPAC is currently searching for a target, and this filing is the first step to becoming a public company.
●What changed:Amendment No. 1 to a Registration Statement on Form S-1, a filing by which a blank-check company (SPAC) registers its own securities for its initial public offering. The S-1/A is the vehicle for the IPO, not a merger agreement, resignation notice or litigation filing. This is the first amendment to the S-1, filed on June 2, 2026. The filing text itself does not include a summary of changes or a blackline; the entire prospectus is represented as a complete document. The document states it is a preliminary prospectus subject to completion, dated June 2, 2026. The substantive content of the offering, trust structure, redemption mechanics, sponsor arrangements, management biographies, risk factors and target-industry strategy (global space economy) are all set forth in detail. The registration statement also includes updated financial statements (audited balance sheet as of March 31, 2026) and the filing of exhibits including legal opinions, consents (from WithumSmith+Brown, PC and DLA Piper LLP (US)) and updated XBRL taxonomies. Why it matters:
What changed:Amendment No. 1 to Form S-1 Registration Statement, a routine regulatory filing to register securities for an initial public offering of a blank check company (SPAC). The document is the revised prospectus for JAB Acquisition Corp I's IPO of 15,000,000 units at $10.00 per unit. This is the first amendment to the S-1; changes from the initial filing are not explicitly detailed in this document, but the filing clarifies the unit composition (one Class A ordinary share + one warrant + one right), finalizes the trust value per share at approximately $10.02 (stated as $10.00 per unit in the trust), confirms the deadline of June 11, 2027 (12 months from closing), and adds disclosure regarding sponsor and director compensation and conflicts. The trust value per share is $10.02 as stated in the header; the document confirms that $150,000,000 will be deposited into the trust account, resulting in a value of $10.00 per public share before interest. The deadline is 12 months from closing, and the SPAC can extend by two three-month periods with a $0.10 per share deposit each time. Why it matters: The filing discloses no pending business combination target and no substantive discussions have been initiated. It details substantial sponsor compensation (founder shares purchased at $0.002 per share, representing significant dilution for public shareholders) and a structure that permits the sponsor and directors to vote in favor of any business combination regardless of public shareholder preference. It also discloses that only Class B shareholders have the right to appoint/remove directors before the business combination, making the company a controlled company. The filing contains all standard SPAC mechanics: redemption rights, trust mechanics, and the deadline structure. For redemption calendar purposes, the trust value is $10.02 per share, and the deadline is June 11, 2027.
●What changed:Amendment No. 2 to a registration statement on Form S-1 for a SPAC initial public offering. This is a routine pre-effective amendment to the registration statement for the initial public offering of Long Table Growth Corp. Amendment No. 2 updates the prospectus to include interim financial statements for the three months ended March 31, 2026, the non-binding underwriter engagement for advisory services, updated lock-up and transfer restriction descriptions, and it clarifies the expiration date of the non-interest bearing promissory note from the sponsor. No business combination target has been selected. Why it matters: This filing provides the most current and comprehensive view of the SPAC's structure, risks, and terms for potential investors. It confirms the $10.00 per unit offering, 18-month deadline to complete a business combination, the $10.05 per share trust value, and a detailed breakdown of sponsor compensation and potential conflicts of interest. This is the primary informational document for the IPO, essential for understanding the investment mechanics and sponsor incentives.
●What changed:Amendment No. 1 to Form S-1 Registration Statement under the Securities Act of 1933, filed by Keystone Acquisition Corp., a blank-check company (SPAC), for its initial public offering of 25,000,000 units at $10.00 per unit, each unit consisting of one Class A ordinary share and one-half of one redeemable warrant. This amendment updates the initial S-1 (filed previously) with additional exhibits, including the underwriting agreement, amended and restated memorandum and articles of association, warrant agreement, letter agreements, trust agreement, registration rights agreement, private placement purchase agreements, and consent of independent auditors. The prospectus remains preliminary. No material changes to the business terms are apparent from the initial filing; the document is now complete with all required exhibits for effectiveness. Why it matters: The filing provides the full prospectus for the SPAC's IPO, detailing trust terms ($10.025 per share initially), a 21-month deadline to complete a business combination (extendable to 36 months with shareholder approval), redemption rights for public shareholders (subject to a 15% aggregate limit without consent), sponsor compensation (founder shares at $0.003 per share, monthly administrative fees, working capital loan conversion), and lock-up provisions. The company will focus on high-growth sectors related to U.S. industrial development (energy transition, shipbuilding, semiconductors, digital infrastructure, digital assets). Management includes notable figures such as former Speaker John Boehner as a director. The terms are material for investors assessing the SPAC's structure, sponsor incentives, and redemption mechanics.
●What changed:Amendment No. 1 to the S-1 registration statement for the initial public offering of Futurewave Acquisition Corporation, a blank-check company seeking a business combination in any industry or region. The document is a nearly complete prospectus containing the company's business description, risk factors, use of proceeds, dilution, capitalization, management background, description of securities, underwriting arrangements, and audited financial statements. This is an amendment to the S-1. The filing adds a warrant component to each unit: each unit now consists of one ordinary share, one right to receive 1/4 ordinary share upon a business combination, and one redeemable warrant to purchase one ordinary share at $11.50. The original S-1 appears to have been filed without a warrant. Additionally, the underwriting compensation includes Representative Shares (3% of shares sold), the trust deposit is $10.00 per public unit, the sponsor is purchasing 235,500 private units at $10.00 each, and the deadline for a business combination is 12 months from closing, subject to shareholder-approved extensions. The filing also notes a change of fiscal year end from February 28 to March 31, effective April 2026. Why it matters: This filing is the company's initial disclosure before its IPO, establishing the key structural terms that investors will evaluate. It does not announce a deal, an extension, or a redemption. For investors tracking redemption mechanics, the document confirms a standard $10.00 per-unit trust deposit, a 12-month deadline (through June 2027 assuming a June 2026 IPO close), and a redemption-right structure that includes a 15% cap per shareholder/group of shares tendered in connection with a shareholder vote if a tender offer is not used. For sponsor conduct, the filing discloses that Daniel M. McCabe controls the sponsor and that he and director Robert Labbe serve as officers/directors on multiple other SPACs (Yotta, Quetta, Black Hawk, Quartzsea, Quantumsphere, QuasarEdge, GalaxyEdge, Pelican II) that are also searching for targets, creating explicit conflicts of interest. The filing contains no claims about customers, revenue, or market size for a target company.
●What changed:Amendment No. 2 to Registration Statement on Form S-1 (S-1/A) for InterPrivate Investment Partners V, Inc., a blank check company (SPAC) conducting its initial public offering. This is a preliminary prospectus subject to completion, filed to register the securities for sale. This Amendment No. 2 updates the Registration Statement with a preliminary prospectus dated May 27, 2026, that includes updated financial statements (unaudited balance sheet as of March 31, 2026, and statements of operations, cash flows, and changes in shareholders' deficit for the three months then ended), updated financial data in the summary dilution and capitalization tables, and revisions to disclosure regarding the sponsor's structure, non-managing sponsor investors, the trust account's investment policy, risk factors (including SEC SPAC rules and the Investment Company Act), and other standard IPO disclosures. No target business has been selected or identified. Why it matters: This filing establishes the formal terms of the IPO for IPVV, a SPAC with a $10.00 trust value and a 24-month deadline (to June 2028). It provides critical redemption mechanics, dilution information, sponsor economics, and risk factors that investors need to evaluate the offering. Key financial data shows a working capital deficit and cash of $13,650 as of March 31, 2026, highlighting the company's reliance on the offering proceeds to continue as a going concern.
●What changed:Amendment No. 7 to the Registration Statement on Form S-1 for Ocean Capital Acquisition Corporation (OCAC), a blank-check SPAC formed to effect a business combination, filed to register its IPO of 10,000,000 units (each unit: one ordinary share, one warrant, and one right). This is the 7th amendment to the S-1, now including: final underwriting agreement (Ex. 1.1), final amended and restated memorandum and articles of association (Ex. 3.2), final forms of warrant agreement, rights agreement, indemnity agreement, administrative services agreement, and letter agreements; updated financial statements as of March 31, 2026 (unaudited) and for the nine months then ended; updated dilution tables reflecting the $100 million offering; disclosure of the filing date (May 22, 2026) and effective date (date of prospectus); updated management biographies, sponsor/SPAC experience, risk factors, and use of proceeds section reflecting the current unit composition (share + warrant + right) and trust amount. No target has been selected, no extension has been sought, and no deal is pending. Why it matters: This is the near-final registration statement for OCAC's IPO. For redemption-deadline/trust-value/extensions: the trust will hold $10.00 per public unit ($100M base; up to $115M with over-allotment), will be invested only in U.S. Treasuries/money markets, and must be returned to public shareholders (less taxes and up to $100k dissolution interest) if no business combination is completed within 12 months from closing (or up to 36 months via director-approved extensions). For deal progress: none has been identified; the SPAC remains searching. For sponsor conduct: sponsor (SB Capital Holding Corp) paid $25,000 for 3,833,333 founder shares (subject to forfeiture of up to 500,000 depending on over-allotment), and will purchase 143,250 private units (or 150,000 if over-allotment) at $10/unit. The CEO (Stephen Sze) also serves as CFO of another searching SPAC (Metal Sky Star) and was involved in a completed SPAC de-SPAC (Proficient Alpha/Lion Group, Nova Vision/Real Messenger). The filing contains no claims of identified revenue, customers, or market size; it emphasizes that the SPAC will not pursue a target with a VIE structure in China.
●What changed:Amendment No. 1 to Form S-1 Registration Statement under the Securities Act of 1933, filed by AmperCap Acquisition Company, a blank check company (SPAC), to register its initial public offering of units consisting of ordinary shares and rights. This amendment updates the original S-1 (filed March 17, 2026) by replacing the previously registered warrants with rights in the unit structure, revising the filing fee table to reflect an offset from the earlier registration, updating financial statements (including unaudited March 31, 2026 balance sheet and going concern disclosure), and adding final form exhibits for the underwriting agreement, charter documents, trust agreement, rights agreement, registration rights agreement, private placement purchase agreements, and insider letters. The prospectus now reflects the rights structure and provides detailed risk factors and business strategy. Why it matters: The filing marks progress toward the IPO, providing investors with definitive terms: trust per share of $10.10, a 21-month deadline to complete a business combination, redemption rights for public shareholders, and mechanisms for potential extensions. The switch from warrants to rights changes the dilutive profile and conversion mechanics. Sponsor conduct terms (founder share lock-up, trust indemnification, expense reimbursements) are now contractually defined. The financial statements show a working capital deficit and going concern uncertainty, highlighting reliance on IPO proceeds. Investors can assess trust value, redemption mechanics, and sponsor incentives before the offering.
●What changed:Amendment No. 1 to Form S-1 registration statement for the initial public offering of Alpex Acquisition Corporation, a blank check company. Updated prospectus with expanded risk factors regarding PRC regulations, CFIUS, HFCAA, CSRC Trial Measures, and PCAOB inspections; updated financial statements through March 15, 2026; added exhibits including form of underwriting agreement, warrant agreement, rights agreement, registration rights agreement, letter agreements; no change to redemption terms or trust value per share ($10.00). Why it matters: This amendment likely addresses SEC comments and is a step toward effectiveness of the IPO. The expanded China-related risk disclosures are crucial for investors evaluating the SPAC's ability to complete a business combination given its Chinese sponsor and management. The filing confirms trust mechanics unchanged.
●What changed:Amendment No. 4 to Form S-1 registration statement for a SPAC initial public offering, including a preliminary prospectus. Updated prospectus reflecting March 31, 2026 interim financial statements, revised sponsor compensation (surrender of 1,341,666 founder shares, transfer of 80,000 to independent directors), inclusion of non-managing sponsor investors and Alto make-whole arrangement, updated dilution and capitalization tables, new risk factors related to Investment Company Act, tariffs, and geopolitical conflicts, and corrected going concern language. Why it matters: Sets trust value at $10.025 per share, 21-month deadline with unlimited extension subject to shareholder vote and redemption rights, no warrants (only rights convertible at 10:1), significant sponsor compensation including anti-dilution founder shares and make-whole provision, going concern qualification, and risk of being deemed an investment company.
What changed:Amendment No. 2 to Form S-1 registration statement filed by Disciplined Growth Acquisition Corporation, a blank-check SPAC, for its initial public offering of 15,000,000 units at $10.00 per unit. Each unit consists of one Class A ordinary share and one right to receive one-fourth of a Class A ordinary share upon a business combination. The filing is a preliminary prospectus, not a business combination agreement or a definitive deal document. The registration statement has been updated to respond to SEC comments and to include revised dilution tables, updated capitalization, refined risk factors (including Investment Company Act, PFIC, excise tax, and extension mechanics), and current financial statements as of February 20, 2026. The trust amount remains $10.05 per unit ($150,750,000 base, up to $173,362,500 with over-allotment). No target business has been identified. Why it matters: This filing sets the final IPO terms for DGAC: 15-month deadline to complete a business combination (extendable with shareholder vote, no limit on extensions, but the sponsor expects not to need more than 36 months), trust value of $10.05 per share, redemption rights for public shareholders at de-SPAC, sponsor economics (founder shares at ~$0.004 per share, private placement at $10.00/unit), and transfer restrictions (founder shares locked 6 months post-deal, private placement units 30 days). The auditor's report includes a going concern emphasis. Investors tracking SPAC mechanics should note the lack of a target and the structural incentive for the sponsor to close any deal.
What changed:Amendment No. 1 to Form S-1 Registration Statement under the Securities Act of 1933 for the initial public offering of Oceanhawk Acquisition Corp., a blank check company searching for a business combination target. No substantive changes from the prior filing that affect existing security holders. The S-1/A updates the preliminary prospectus to reflect the final terms of the IPO: 15,000,000 units (up to 17,250,000 with over-allotment) at $10.00 per unit, each unit consisting of one Class A ordinary share and one right to receive one-fourth of one Class A ordinary share upon a business combination. Trust amount is $10.05 per share ($150,750,000 initially). Deadline to complete a business combination is 15 months from closing (18 months if a definitive agreement is signed within 15 months). No target has been selected; no substantive discussions have occurred. Sponsor purchased 5,750,000 founder shares for $25,000 and will purchase 300,000 private placement units at $10.00 per unit. Why it matters: This filing is routine for a SPAC completing its IPO registration. It does not affect existing security holders because the IPO has not yet closed. Investors tracking OHAC should note the trust per-share value ($10.05), the 15/18-month deadline, and the standard lock-up and conflict-of-interest provisions. No business combination target or extension proposal is present.
●What changed:Amendment No. 1 to Form S-1 (Registration Statement under the Securities Act of 1933) for a blank check company (SPAC) seeking to raise $175,000,000 in an initial public offering of 17,500,000 units at $10.00 per unit. This is the first amendment to the S-1, filed May 19, 2026, updating the preliminary prospectus. It includes audited financial statements as of December 31, 2025 and unaudited interim statements as of March 31, 2026; a new going concern explanatory paragraph from the auditor; updated dilution tables; and refinement of the offering terms, sponsor and underwriter commitments, and risk factors. The prior S-1 (filed earlier) did not include the March 31, 2026 financials or the latest updates. Why it matters: The filing provides the definitive terms for the SPAC's IPO: trust amount of $175,000,000 ($10.00 per share), 24-month deadline to complete a business combination, warrant structure (one-third of a warrant per unit, exercise price $11.50), sponsor economics (founder shares purchased for ~$0.005 per share creating potential conflicts), and the underwriting arrangement. The going concern note highlights the SPAC's reliance on the IPO proceeds. Investors can evaluate the SPAC's structure, sponsor incentives, and risks before the offering.
●What changed:Amendment No. 1 to Form S-1 registration statement for East West Ave Acquisition Corp., a blank-check SPAC formed to effect a merger or acquisition, filed to register its initial public offering of units. This amendment updates the initial S-1 with unaudited financial statements as of February 28, 2026, revised prospectus text, and new exhibits including a securities transfer agreement transferring founder shares to directors, an amended rights agreement, and updated trust and underwriting agreements. The prospectus now reflects the final offering terms (10,000,000 units at $10.00 per unit, 1,500,000-unit over-allotment option), trust deposit of $100–$115 million, 18-month deadline, and a focus on fintech, compute infrastructure, and energy solutions while excluding China-based targets. Why it matters: This filing is the definitive registration statement for the SPAC's IPO. It provides investors with the complete offering terms, updated financials, sponsor compensation details, risk factors (including China-related legal and operational risks), redemption mechanics, and lock-up provisions. It is material for evaluating the SPAC's structure, sponsor incentives, and potential for completing a business combination.
●What changed:Amendment No. 1 to Form S-1 registration statement for the initial public offering of ARC Group Securities Acquisition I, a blank check company (SPAC), seeking to register 10,500,000 units (plus over-allotment) at $10.00 per unit, each unit consisting of one Class A ordinary share, one redeemable warrant, and one right to receive one-fourth of one Class A ordinary share upon a business combination. Compared to the original S-1 filed November 6, 2025, this amendment downsizes the offering from $150,000,000 to $105,000,000. On May 6, 2026, the sponsor surrendered 2,217,857 Class B ordinary shares (founder shares) for no consideration, leaving 5,175,000 founder shares (up to 675,000 subject to forfeiture). The warrant terms were changed from one-half warrant per unit to one whole warrant; a new right component was added (one-fourth of one Class A share per right). Underwriting compensation was revised from 600,000 representative shares plus a deferred fee to 420,000 representative shares and no deferred cash fee. The completion window was shortened from 18 months to 12 months (with one three-month extension at the sponsor’s option). The financial statements and pro forma dilution tables have been updated to March 31, 2026.
●What changed:Amendment No. 4 to Registration Statement on Form S-1 for FortuneX Acquisition Corporation's initial public offering of 7,500,000 units at $10.00 per unit, each consisting of one ordinary share and one-half of one redeemable warrant. Includes a preliminary prospectus subject to completion, dated May 18, 2026. The business combination period was reduced from 18 months to 12 months (see Note 9 to financial statements). Fiscal year end changed from February 28 to March 31. Updated financial statements as of March 31, 2026 reflect no cash and a working capital deficit of $4,141, with a going concern qualification. Expanded conflict-of-interest disclosure: management serves on at least eight other SPACs (Yotta, Quetta, Black Hawk, Quartzsea, Quantumsphere, QuasarEdge, GalaxyEdge, Pelican II). Dilution tables updated to show pro forma net tangible book value per share across redemption scenarios. Why it matters: The shortened 12-month deadline increases pressure to find a target or seek an extension, raising the risk of liquidation. The trust value of $10.05 per share is confirmed. The extensive conflicts mean management may present opportunities to other SPACs first, reducing FXAC's ability to secure a high-quality deal. The going concern qualification underscores the necessity of IPO proceeds for survival.
●What changed:Form S-1/A (Registration Statement Amendment No. 1). The company reduced the initial public offering size from a previously contemplated 25,000,000 units to 12,500,000 base units (plus an underwriter over-allotment option for 1,875,000 additional units). The economic terms of the units have been enhanced: the rights attached to each unit now entitle holders to receive one-fourth (1/4) of a Class A ordinary share upon consummation of an initial business combination, up from one-fifth (1/5). No changes were made to the $10.00 per-unit purchase price or the initial trust account funding of $125,000,000 ($143,750,000 if over-allotment is fully exercised). Standard extension mechanics remain intact, requiring a $1,250,000 deposit ($0.10 per public share) for each three-month extension. Separately, the contingent closing deadline for a settlement agreement resolving >$15,000,000 in arbitration claims was extended from May 25, 2026 to August 14, 2026. Why it matters: Improving the rights entitlement from 1/5 to 1/4 of a share directly increases the pro forma equity value public shareholders can expect to receive post-merger without altering the $10.00 cash outlay or triggering new tax/structural complications. The halved offering size reduces the total trust pool, meaning fewer shares are subject to redemption and the Nasdaq 80% fair market value test applies to a smaller absolute denominator (~$100M–$115M instead of ~$200M–$230M). The extended arbitration deadline creates a hard execution hurdle; failure to close by August 14, 2026 allows the original claims to revive, threatening working capital reserves and potentially derailing the prospectus effectiveness. All redemption caps (15% voting restriction), sponsor forfeiture rules, and liquidation triggers remain unchanged.
●What changed:Amendment No. 6 to a Registration Statement on Form S-1 (S-1/A) for a proposed initial public offering by Energy Transition Special Opportunities, a blank-check SPAC. This is an S-1/A pre-effective amendment. No substantive changes to business terms (trust value, deadline, sponsor structure) are visible relative to prior filings; the filing primarily updates formatting, exhibits, and XBRL tagging to advance the registration toward effectiveness. Key mechanics remain: trust per share is $10.05 ($150.75M into trust for 15M units, excluding over-allotment); deadline is 18 months post-IPO (24 months if letter of intent signed by month 18); sponsor has 5.75M founder shares ($0.004/share); public warrants redeemable at $0.01 if Class A shares close above $18.00 for 20 of 30 trading days. Why it matters: This is the most recent pre-effective S-1 (Amendment 6), meaning the SEC review process is progressing. All core SPAC terms are unchanged and disclosed—$10.05 trust, 18-month deadline, founder shares at nominal cost, sponsor-led with controlled governance. The large volume of risk-factor detail (SEC Investment Company Act risk, PFIC, conflicts, warrants) signals a standard but complex blank-check structure. The filing is material for establishing baseline terms for any investor tracking this SPAC pre-IPO.
●What changed:Amendment No. 2 to Form S-1 Registration Statement (preliminary prospectus) filed to register the initial public offering of Class A ordinary shares by Amanat Acquisition Corp. This S-1/A serves as a post-effective finalization amendment, updating the registration statement with audited financial statements through February 13, 2026, independent accountant consents, and supplemental exhibit filings ahead of expected effectiveness, rather than introducing altered transaction mechanics. The prospectus confirms the public offering consists of 7,500,000 Class A ordinary shares priced at $10.00 per share, with the underwriter holding a 45-day option for up to 1,125,000 additional shares. Proceeds will be deposited into a U.S.-based trust account initially anticipated by the company to hold $10.00 per public share, invested in U.S. government treasury obligations or money market funds. The company outlines a 24-month completion window to effect an initial business combination, extendable by shareholder approval via special resolution, which automatically triggers a concurrent redemption right at the per-share trust balance for abstaining, voting, or non-voting shareholders. A statutory limitation restricts any single public shareholder group from redeeming more than 20% of the public shares sold in this offering without prior written consent. Founder shares were originally acquired by sponsor Amanat Sponsor Holdings LLC for $25,000 total (approximately $0.012 per share), with up to 281,250 shares subject to surrender if the over-allotment option is not fully exercised. The underwriter receives a $0.10 per share upfront discount and defers $0.30 per share in commissions ($2,250,000 aggregate, or $2,587,500 with full over-allotment), which are held in trust and forfeited entirely if the company liquidates without completing a merger.
●What changed:Amendment No. 2 to Form S-1 registration statement for the initial public offering of Research Alliance Corporation III, a blank check company (SPAC) seeking to raise $75 million by selling 7.5 million Class A ordinary shares at $10 per share. Compared to the original S-1 (filed March 24, 2026) and Amendment No. 1, this amendment (a) upsized the offering from 5,750,000 to 7,500,000 shares, (b) reflected a May 2026 share capitalization that increased founder shares from 1,014,706 to 1,323,529 (with 290,563 additional shares to the sponsor and 9,130 each to two director nominees) to maintain the 15% ownership threshold, (c) updated financial statements to include the share capitalization, and (d) added various exhibits (underwriting agreement, amended charter, legal opinions, trust agreement, registration rights, private placement purchase agreement, indemnity agreements, and insider letter). Why it matters: The filing provides definitive terms for the SPAC’s IPO, including trust size ($75M, $10/share), 24-month deadline to complete a business combination, sponsor compensation (founder shares at ~$0.02/share, private placement of 275,000 shares at $10), redemption mechanics, and lock-up provisions. The upsizing and share capitalization indicate strong sponsor commitment and potential dilution considerations. Investors should note the deadline for a business combination is 24 months from closing, and there is no limit on extensions if shareholder-approved.
●What changed:Amendment No. 1 to Form S-1 Registration Statement under the Securities Act of 1933 for a new blank-check SPAC IPO. This is the first substantive amendment to the S-1, filed on May 12, 2026. The company has updated its prospectus to add unaudited financial statements for the three months ended March 31, 2026, provide an updated table of contents and risk factors, and reflect new developments since the initial filing, including the resignation of Harry You as CEO and director, the appointment of Vikas Mittal as Executive Chairman and Robert You as President and CFO in April 2026, and updated pricing information and proceeds estimation. Why it matters: The filing confirms the terms of the IPO (25M units at $10/unit, $250M trust). Key for investors: trust is $10.04 per share, offering is $250M, deadline is 24 months from closing (or 27 months with LOI). The sponsor and affiliates bought founder shares for ~$0.003 per share, creating massive dilution incentives. The prospectus discloses that Meteora (affiliated with EC Vikas Mittal) will purchase public units in the offering and received a $500K consulting fee and 300K founder shares. The warrant exercise price is $11.50. There are no current discussions with a target. The company will focus on AI and AI infrastructure targets. The risk factors include the extensive conflicts of interest among the management team who serve multiple SPACs.
●What changed:Registration statement on Form S-1/A (Amendment No. 1) for a proposed initial public offering by GSR V Acquisition Corp., a blank-check SPAC. This is a routine but detailed compliance filing to register the SPAC's IPO securities; it includes a preliminary prospectus. This is the first amendment to the initial S-1. Key changes from the original filing include: (1) Composition of rights changed from one-tenth (1/10th) to one-seventh (1/7th) of one whole right to receive one Class A share; (2) Total private placement units increased from 595,500 to 618,500 (and from 655,500 to 671,000 if the over-allotment option is exercised); (3) Cash underwriting fees decreased from $0.20 to $0.175 per unit; (4) A 1.03-for-one stock split was authorized on April 27, 2026, resulting in the Sponsor holding 6,750,000 Class B shares; (5) The trust/share value remains $10.05; (6) The deadline to complete a business combination remains 18 months (or up to 21 months at the Sponsor's discretion) from the closing of this offering, with a proposed deadline of 2027-11-14 based on a projected IPO close in early 2026.
●What changed:Amendment No. 1 to Form S-1 (S-1/A) registration statement for the initial public offering of Disciplined Growth Acquisition Corporation (DGAC), a blank-check company in the searching phase, seeking to raise $150 million through the sale of 15,000,000 units (plus over-allotment) at $10.00 per unit, each unit consisting of one Class A ordinary share and one right to receive one-fourth of one Class A ordinary share upon a future business combination. This amendment updates the initial S-1 filed April 16, 2026. It includes audited financial statements as of February 20, 2026 (with a going-concern qualification), finalized exhibits (underwriting agreement, investment management trust agreement, rights agreement, registration rights agreement, subscription agreements for sponsor and at-risk capital investors, and legal opinions). The prospectus sets final IPO terms: 15,000,000 units at $10.00, $150 million in trust ($10.00 per public share), 18-month deadline, NYSE listing under DGACU/DGAC/DGACR, sponsor ownership of 4,150,000 founder shares and 155,000 private placement units, and Maxim Group LLC as sole book-runner. The filing also updates risk factors and conflict-of-interest disclosures. Why it matters: This filing is the definitive registration statement for DGAC's IPO, enabling the offering to become effective. It provides all material terms for investors: trust per-share value ($10.00 initial, $10.08 with interest implied), redemption rights, 18-month completion window, sponsor economics (founder shares at ~$0.004), and extensive risk factors. The inclusion of a going-concern emphasis in the audit report is a notable flag. The S-1/A also finalizes contractual arrangements with the sponsor, underwriters, and rights agent, making it a critical milestone for the SPAC's capital raise.
●What changed:Amendment No. 2 to Registration Statement on Form S-1 for an initial public offering of 15,000,000 units (plus over-allotment of 2,250,000 units) by a newly organized blank check company, Iron Dome Acquisition I Corp. (IDAC), to register the units, the underlying Class A ordinary shares and redeemable warrants, and the shares issuable upon warrant exercise. This Amendment No. 2 (filed May 11, 2026) finalizes the terms of the IPO. Key changes from the prior filing include: (i) the trust per-share amount is increased to $10.05; (ii) the number of private placement warrants the sponsor will purchase is reduced to 2,750,000 (from a previously higher amount); (iii) the working capital loan conversion feature is specifically set at $10.00 per share; (iv) the advisory shares to the IPO advisors (D. Boral Capital and ARC Group Securities) are set at an aggregate of 200,000 Class A ordinary shares; (v) the underwriting and advisory fee structures are finalized; and (vi) the filing includes executed forms of the underwriting agreement, warrant agreement, trust agreement, letter agreement, registration rights agreement, private placement warrant purchase agreement, advisory services agreement, and a second amended and restated promissory note.
●What changed:Registration statement (Amendment No. 1 to Form S-1) for an initial public offering of blank check company Patriot Acquisition Corp., filed to register 20,000,000 units at $10.00 per unit, each consisting of one Class A ordinary share and one-half of one redeemable warrant. This amendment updates the financial statements as of December 31, 2025, and includes responses to SEC comments. No business combination target has been selected. The trust per-share value remains $10.05, and the deadline to complete a business combination is 18 months from the closing of the offering (estimated November 2027). The company may seek shareholder approval to extend the deadline; there is no limit on the number of extensions, but it does not expect to extend beyond 36 months from closing. Why it matters: The filing establishes the initial terms for the SPAC, including redemption rights (public shareholders can redeem at $10.05 per share, with a 15% cap on aggregate redemptions if a shareholder vote is held, and a beneficial owner identification requirement), trust investment guidelines, sponsor compensation and lock-up provisions, conflicts of interest, and the targeted investment strategy (financial services, specialty finance, fintech, community banking). It also contains audited financial statements and risk factors relevant to the IPO and future business combination.
●What changed:Registration Statement Amendment (S-1/A) — pre-effective amendment to register securities for a SPAC IPO. This is Amendment No. 3 to the S-1 for Tribeca Strategic Acquisition Corp.'s IPO of 14,000,000 units at $10.00/unit. The filing corrects the sponsor's name from Tribeca Strategic Partners LLC to Tribeca Strategic Partners Holdco LLC following a March 2026 contribution/exchange, and updates share counts reflecting the April 2026 surrender of 1,341,666 founder shares for no consideration. It sets the trust at $140,350,000 ($10.025/unit), the trust per-share value at $10.025, and a 21-month deadline from the IPO closing, with no limitation on extension votes. Why it matters: The document provides definitive evidence that the sponsor structure has been revised and founder shares surrendered, directly affecting sponsor incentive alignment. The 21-month deadline with no cap on extensions means redemption risk is medium; trust value is at the standard $10.025 but can drop below $10.00 if third-party claims reduce the trust. The filing discloses a complex price-based make-whole (Alto Make-Whole) that could transfer founder shares from officers to Alto, materially altering insider economics. All lock-ups are standard (6 months for founder shares, 30 days for private placement units). The filing contains no business combination target or deal, as expected.
●What changed:Amendment No. 3 to Registration Statement on Form S-1 for the proposed initial public offering of FortuneX Acquisition Corporation, a blank check company still in SEARCHING mode. The document contains the full preliminary prospectus, audited financial statements, risk factors, and detail on the IPO terms, sponsor arrangements, conflicts of interest, and trust mechanics. Compared to prior S-1 filings, this amendment (1) updates the business combination deadline from 18 months to 12 months from IPO closing (per subsequent event in Note 9), (2) reflects a change in fiscal year end from February 28 to March 31, (3) includes an updated auditor consent dated May 7, 2026, and (4) provides final pricing and trust details: $10.00 per unit, $75 million offering, 7.5M units, trust of $10.05 per public share, and 12-month search period. No target business has been identified. Why it matters: This filing sets the final terms for FXAC's IPO and trust mechanics. The trust is $10.05 per share, with a 12-month deadline from closing. No deal progress – the SPAC has not identified or contacted any target. Material conflicts of interest are disclosed: management (CEO McCabe and director nominees) serve on eight other SPAC boards (Yotta, Quetta, Black Hawk, Quartzsea, etc.), creating risk that potential targets may be allocated to other entities. The nominal $0.0068/share founder shares and the lack of a maximum redemption threshold also pose governance risks. The filing is the key reference for redemption and deadline tracking once the IPO closes.
●What changed:Amendment No. 4 to a Registration Statement on Form S-1 for the initial public offering of Breeze Acquisition Corp. II, a blank check company searching for a business combination target. This is a pre-effective amendment to the S-1. The filing text does not state what changed from the prior amendment; it contains the full, updated prospectus. Key updated details include: the number of founder shares issued (increased to 5,050,676 to maintain 26% ownership after the offering); an updated business strategy section focusing on healthcare, biotech, advanced manufacturing, robotics, AI; new independent director nominees (Charles Balch, Rick Baldwin, Michael Pine, Anthony Przybyslawski); disclosure of a prior SPAC (Breeze I) merger with YD Biopharma that closed on August 28, 2025; expanded risk factors including conflicts in Ukraine/Middle East; and updated financial statements as of December 31, 2025. The trust is $125,312,500 ($10.025 per unit) assuming no over-allotment. The deadline to complete a business combination is 12 months from the closing of the offering (no extension has been approved or sought in this filing). Why it matters: This filing provides the first complete, updated prospectus for BREZ's IPO. It establishes the trust value per share ($10.025), the 12-month deadline, the sponsor's founder shares (purchased at ~$0.005/share, creating massive dilution risk for public shareholders), and the terms of the rights (1/5 share per right). It also provides biographical detail on the management team and board, and describes the failed prior SPAC (Breeze I) which saw ~98.5% redemption of public shares at an average price of $10.43 before closing its merger.
●What changed:Amendment No. 4 to Form S-1 registration statement for Aperture AC's initial public offering: 9,000,000 units at $10.00/unit, each unit consisting of one Class A ordinary share and one right to receive one-fourth of a Class A share on completion of a business combination, plus underwriters' over-allotment option for 1,350,000 additional units. The filing also includes final-form exhibits such as the underwriting agreement, amended charter, trust agreement, share rights agreement, registration rights agreement, and private placement purchase agreements. This is the fourth S-1 amendment and the registration statement is still preliminary/not yet effective. It updates the financial statement date and related audit report dates, refiles a complete preliminary prospectus, adds certain exhibits, and includes a filing fee table adding 1,552,500 Class A ordinary shares underlying Share Rights at $10.00/share, with a net additional fee of $2,144. The filing states the company still has not selected any business combination target and no one has initiated substantive discussions with any target.
●What changed:Amendment No. 1 to Registration Statement on Form S-1 (S-1/A) – Preliminary Prospectus for a SPAC initial public offering. This amendment updates the initial S-1 filed April 15, 2026. Key changes: (1) The deadline to complete an initial business combination was reduced from 18 months to 12 months from the closing of the offering (per the subsequent events note). (2) The fiscal year end was changed from February 28 to March 31. (3) Financial statements are updated as of March 31, 2026, including an audit report with a going concern qualification. (4) Added detailed risk factor disclosures about a material conflict of interest with Quartzsea Acquisition Corporation, another SPAC with an identical management team and same target size range. (5) Expanded disclosure on the dilution tables and redemption scenarios. (6) Revised the underwriting discount and deferred fee structure. Why it matters: This is the first complete prospectus for the SPAC IPO. It establishes the trust amount ($75,375,000), the initial per-share trust value ($10.00 gross, $10.05 per share including interest), the 12-month deadline (or shareholder-approved extensions), and the redemption mechanics. The reduction to a 12-month period and the explicit conflict-of-interest disclosure regarding Quartzsea are material changes that affect investor redemption timing and risk assessment. The document also reveals the sponsor's nominal cost basis ($0.0068 per founder share) and the significant dilution to public shareholders.
●What changed:Amendment No. 3 to Form S-1 registration statement (S-1/A) for a newly-formed blank-check company, BOA Acquisition Corp. II, conducting an initial public offering of 20 million units at $10/unit. This is an amendment to the registration statement. The filing does not contain an explicit list of changes from a prior version. Compared to a typical initial S-1, this version now includes audited financial statements (as of Dec 31, 2025), specific dilution tables at various redemption rates, detailed sponsor compensation tables with share issuances to directors, and updated risk factors covering PFIC, CFIUS, stock buyback tax, and conflicts of interest with new directors. No business combination target is identified. The trust per-share amount is stated as $10.00. Why it matters: This filing provides the first complete, detailed prospectus for this SPAC IPO. Key terms are: a 24-month deadline to complete a deal (August 4, 2027) with unlimited shareholder votes to extend; $200M trust ($10/share); mandatory redemption rights for public holders; and significant sponsor dilution at the offering (sponsor paid $0.003/share for 25% of post-IPO stock). The filing is material for redemption calendar tracking and for assessing sponsor conduct and dilution mechanics.
●What changed:Amendment No. 2 to Registration Statement on Form S-1 (S-1/A) for an initial public offering of FortuneX Acquisition Corporation, a blank check company. The document itself is the amended registration statement. It updates the fiscal year end from February 28 to March 31, reduces the business combination period from 18 months to 12 months (per Note 9 to the financial statements), provides updated audited financial statements as of March 31, 2026, and includes updated disclosure regarding sponsor conflicts of interest with Quartzsea and the 15% shareholder redemption limitation. The document also refines the description of offering expenses and the trust account mechanics. Why it matters: The filing is the current, effective prospectus for FXAC's IPO. It provides definitive terms: 7,500,000 units at $10.00/unit, $10.05 per share in trust at closing (initial estimate), a 12-month deadline from closing to find a deal (with no limit on extensions by shareholder vote), and mandatory redemption rights for public shareholders in connection with a business combination or certain charter amendments. The trust per-share value is stated as $10.05, not $10.00. The filing also reveals the sponsor's nominal cost ($0.0068/share) for founder shares creating significant dilution risk for public investors and a strong incentive for the sponsor to close any deal. It details extensive conflicts of interest: the CEO/director sits on eight other SPAC boards, all actively searching for targets in the same $180M-$1B enterprise value range as FXAC.
●What changed:An exhibits-only S-1/A registration statement amendment that finalizes pre-IPO contractual frameworks, including the form of underwriting agreement, the Investment Management Trust Agreement, corporate governance charters, and a Code of Business Conduct and Ethics. This filing attaches definitive agreements that lock in the offering and trust mechanics ahead of the expected Nasdaq listing. It confirms the underwriting agreement with Leerink Partners LLC for 7,500,000 Class A Ordinary Shares at a public offering price of $10.00 per share, plus a 1,125,000-share over-allotment option. The trust agreement dictates an initial deposit of $75,000,000 of gross proceeds into a trust account maintained by Continental Stock Transfer & Trust Company, escalating to $86,250,000 if the over-allotment is exercised in full. It codifies the 24-month deadline to consummate a business combination, after which the company must liquidate and distribute trust funds pro rata to public shareholders, less taxes and up to $100,000 for dissolution expenses. The underwriting agreement introduces a deferred discount of $0.30 per ordinary share, payable only upon a successful combination; if no combination occurs within the timeframe, the underwriter forfeits this right and the trustee distributes the deferred discount pro rata to public shareholders. It also details an 80% fair market value test for any target business, a forfeiture schedule for the sponsor’s 2,156,250 founder shares (priced at $25,000 or approximately $0.012 per share) dependent on over-allotment exercise, and a hard cap on sponsor administrative compensation at $20,000 per month. Why it matters: These finalized terms remove ambiguity around liquidity, capital preservation, and sponsor alignment prior to the IPO. The $75,000,000 trust baseline and explicit 24-month liquidation trigger define the maximum redemption value and timeline risk for public shareholders. The shift of the $0.30-per-share deferred discount to public shareholders upon a missed deadline effectively increases the cash available for redemption in a failure scenario, but also underscores the cost of inaction. The 80% fair market value threshold and capped $20,000 monthly sponsor payouts establish clear guardrails against excessive dilution or administrative drain during the search period. Together, these exhibits confirm standard but binding mechanical protections that will govern the trust, redemption deadlines, and post-combination equity structure.
What changed:Amendment No. 6 to Form S-1 Registration Statement under the Securities Act of 1933 for Peace Acquisition Corp., structured as a routine pre-effectiveness amendment to update Part II Item 16 exhibits, declare estimated offering expenses, detail recent unregistered securities transactions, and attach required legal opinions and fee calculations. According to the filing, Amendment No. 6 'is filed solely to amend Item 16 of Part II thereof and to file certain exhibits thereto' and 'does not modify any provision of the preliminary prospectus contained in Part I.' The registrant disclosed estimated non-underwriting issuance expenses totaling $725,000, broken down as $355,000 for legal fees, $120,000 for accounting fees, $35,000 for SEC/FINRA expenses, $80,000 for Nasdaq listing and filing fees, $25,000 for printing and engraving, and $110,000 for miscellaneous expenses. Peace Acquisition Corp. restated recent unregistered sales: Casper Holding LP acquired 2,300,000 founder shares for $25,000, subsequently transferring 1,541,000 to Baystar Holding Group Limited, with up to 300,000 subject to forfeiture if over-allotments are not fully exercised; EarlyBirdCapital, Inc. received 175,000 ordinary shares for $1,902 (approximately $0.011 per share); and sponsors and EarlyBirdCapital committed to purchase 262,500 private units at $10.00 per unit for $2,625,000, plus up to 22,500 additional private units (17,357 by sponsors, 5,143 by EBC) at $10.00 per unit specifically to maintain a $10.05 per unit balance in the trust account if the underwriter exercises its option. Counsel Graubard Miller confirmed the validity of registering 6,000,000 firm units, up to 900,000 over-allotment units, associated rights entitling holders to one-fifth of one ordinary share upon business combination completion, warrants exercisable at $11.50 per share, and underlying ordinary shares. An EX-FILING FEES exhibit shows a total maximum aggregate offering price of $162,150,000.00, $10,481.79 in previously paid fees, $22,392.91 in total registration fees, and a net fee due of $11,911.12.
●What changed:Amendment No. 2 to Registration Statement on Form S-1 (S-1/A) for the proposed initial public offering of Tribeca Strategic Acquisition Corp. This is the second amendment to the S-1 for a SPAC IPO. Compared to the prior S-1 filing, this version includes updated financial statements (December 31, 2025 audited balance sheet showing a working capital deficit of $473,919 and a going-concern qualification from the auditor), finalizes the prospectus with an offering size of 14,000,000 units at $10.00/unit ($140,000,000), sets the trust at $140,350,000 ($10.025/share), confirms a 24-month deadline to complete a business combination (extendable by shareholder vote), and includes executed exhibits (underwriting agreement, trust agreement, letter agreements, registration rights, private placement purchase agreements). Why it matters: This filing is material because it provides the first detailed, audited look at the SPAC's financial position and the final terms of the IPO. It shows the trust is funded at $10.025 per share, the sponsor's nominal cost ($0.0019/share) for founder shares creates severe dilution risk for public shareholders, and the auditor has raised substantial doubt about going concern. Investors can now evaluate the sponsor's incentives, the lock-up structures, and the fact that the SPAC has not yet identified any target.
●What changed:Registration statement (Amendment No. 3 to Form S-1) for the initial public offering of Quantum Leap Acquisition Corp, a blank check company. This amendment updates the S-1 with audited financial statements as of December 31, 2025, and a revised preliminary prospectus dated April 28, 2026. No business combination target has been selected. Key offering terms: 20,000,000 units at $10.00 per unit, $10.10 per share initially in trust, 18-month deadline from effective date, sponsor (Paddington Partners 88 LLC) committed to purchase 594,500 private placement units at $10.00 each. Founder shares subject to forfeiture up to 825,000 if over-allotment not exercised. The SPAC intends to focus on AI, quantum computing, and blockchain, excluding Greater China targets. Why it matters: Provides the most current financial condition (cash of $89k, working capital deficit, going concern uncertainty prior to IPO), trust mechanics, redemption procedures, and sponsor compensation details. Investors can assess dilution scenarios, redemption thresholds, and extension provisions. The updated filing moves the SPAC closer to going effective, after which the 18-month search period begins. No deal announced, but the filing confirms the SPAC's strategy and the sponsor's incentives.
●What changed:Amendment No. 6 to Registration Statement on Form S-1 (IPO prospectus) for CH4 Natural Solutions Corporation, a blank-check company seeking a business combination. Updated to reflect the surrender of 3,833,333 founder shares by the sponsor on April 22, 2026, resulting in 7,666,667 founder shares outstanding. Also includes updated financial statements as of December 31, 2025, and other standard updates to the prospectus. No target business has been identified. Why it matters: Provides the final terms of the $200 million IPO (20 million units at $10.00), including trust per share of $10.00, 24-month deadline, sponsor compensation, dilution, redemption rights, and risk factors. Investors should note the sponsor's nominal cost basis ($0.003 per share) and the significant dilution to public shareholders. The filing also discloses ongoing litigation involving the CEO and director nominee.
●What changed:Amendment No. 6 to Form S-1 registration statement for Ocean Capital Acquisition Corporation, a blank check company (SPAC) incorporated in the British Virgin Islands, seeking to raise $100 million (or $115 million with over-allotment) in an initial public offering of units consisting of one ordinary share, one warrant, and one right. This is the sixth amendment to the S-1, updating the prospectus with audited financial statements through June 30, 2025, interim unaudited financials through December 31, 2025, revised dilution tables showing net tangible book value per share under various redemption scenarios, and expanded risk factor disclosures related to China ties, PCAOB access, and sponsor conflicts. The trust per-share value remains $10.00; the completion deadline is 12 months from closing (extendable to 36 months). No business combination target has been identified or contacted. Why it matters: The filing provides the latest financial condition (working capital deficit of $457,684 as of Dec 31, 2025, cash of only $227, and a going concern qualification), demonstrates substantial dilution to public shareholders (NTBV per share of $7.18 assuming no redemptions, with potential for much lower values if redemptions are high), and details sponsor compensation at nominal prices ($0.0065 per insider share) that creates misaligned incentives. It also highlights significant regulatory risks from the SPAC's ties to China/Hong Kong and the PCAOB inspection regime.
●What changed:Form S-1/A (Amendment No. 2 to Registration Statement) filed by Irenic Acquisition Corp. to attach Exhibit 10.10, a Forward Purchase Agreement, alongside standard capitalization and expense schedules. According to the filing, redemption mechanics are unaltered; the trust retains $10.06 per share with a deadline of April 28, 2028. Deal progress is driven by a $50,000,000 forward purchase agreement where Irenic Capital Evergreen Master Fund LP will buy 5,000,000 units at $10.00 per unit, held in escrow until the business combination closing. Sponsor conduct is detailed through the surrender of 862,500 founder shares by Irenic Sponsor LLC on March 13, 2026, leaving 6,325,000 shares pending potential forfeiture of 825,000 shares if the over-allotment option isn't exercised, preserving a 20% foundational stake. The sponsor and Jefferies LLC agreed to purchase 640,000 private placement units at $10.00 per unit for $6,400,000 ($7,060,000 with full over-allotment). Why it matters: This conditional $50,000,000 equity bridge protects the $10.06 trust floor from dilution because funds remain escrowed and return to the purchaser if the merger fails, while simultaneously providing working capital for transaction execution. Other substantive terms include a fully itemized $1,000,000 issuance cost breakdown (legal fees $375,000, SEC/FINRA expenses $101,330, misc $342,670, etc.), indemnification limits capping director/officer liability outside the trust, exclusive New York jurisdiction, jury trial waivers, and registration rights for forward securities. Execution and oversight are attributed to CEO Adam Katz and CFO Matthew Kupersmith.
●What changed:Amendment No. 2 to Registration Statement on Form S-1 (preliminary prospectus) for the initial public offering of Collective Acquisition Corp. II, a blank check company still searching for a business combination target. This S-1/A updates the registration statement to include final underwriting, warrant, trust, and registration rights agreements; revises dilution tables; adds audited financial statements (as of Feb. 20, 2026) with a going-concern note; and refines disclosures on sponsor compensation, lock-up restrictions, conflicts of interest, and redemption mechanics. No business combination target has been identified; the SPAC remains in the searching phase. Why it matters: The filing confirms the IPO structure: 22 million units at $10.00/unit, trust of $10.05 per share ($221.1 million initial), 18-month completion deadline from closing, sponsor founder shares at $0.003/share, private warrants at $0.80 each, and redemption rights for public shareholders with a 15% limitation. It also signals that the management team (led by Daniel Hoffman and Samuel Sayegh) intends to focus on U.S./allied national security sectors (defense tech, AI, strategic resources). Any investor tracking redemption deadlines, trust value, or deal progress should note that the trust is fully funded only after the IPO closes; the current filing has no extension votes or redemption events since the IPO is not yet complete.
●What changed:Amendment No. 2 to Form S-1 registration statement for an initial public offering of units by a blank check company (SPAC) seeking a business combination target. This is a pre-effective amendment to the S-1 registration statement. It updates the preliminary prospectus with audited financial statements as of March 13, 2026, and refines the offering terms. No target has been selected, and no substantive discussions with any target have occurred. The document reflects the same business combination strategy, trust per share ($10.00), 24-month deadline to complete a deal, and sponsor compensation structure as prior filings. No material changes to the business combination parameters or risk factors are evident in this amendment. Why it matters: This filing provides the full IPO prospectus for RRE Ventures Acquisition Corp. (RREV), a SPAC sponsored by RRE Ventures. Key items for investors: trust per share is $10.00, deadline to complete a business combination is 24 months from closing (with unlimited extensions subject to shareholder approval and redemption rights), and public shareholders will experience immediate and substantial dilution (up to 98.9% in a maximum redemption scenario). The filing also discloses significant conflicts of interest, including that management has fiduciary duties to other entities and may sponsor other SPACs. The document is essential for evaluating the IPO investment.
●What changed:Amendment No. 2 to Registration Statement on Form S-1 (IPO prospectus) for Quantum Leap Acquisition Corp, a blank-check SPAC seeking to raise $200 million via 20,000,000 units at $10.00/unit, each unit consisting of one Class A ordinary share and one warrant. Compared to prior filing, this amendment includes audited financial statements as of Dec 31, 2025, updated risk factors, revised disclosure on trust account mechanics (trust per-share value set at $10.10), finalized underwriting agreement and other exhibits (legal opinions, consent), and responses to SEC comments. The prospectus is now declared effective by the SEC as of the filing date. Why it matters: This filing is a critical step to launching the IPO, providing investors with final terms, trust per-share value ($10.10), redemption mechanics, deadline (18 months from effective date, approx Oct 2027), and detailed dilution and sponsor compensation tables. It also contains management's discussion of financial condition and risk factors relevant to redemption decisions and deal timeline.
●What changed:Amendment No. 5 to Form S-1, a registration statement and preliminary prospectus for ETSS's proposed $150,000,000 IPO of 15,000,000 units at $10.00 per unit plus a 2,250,000-unit over-allotment option, with exhibits including forms of underwriting agreement, warrant agreement, investment management trust agreement, registration rights agreement, insider letter, private placement warrant purchase agreements, auditor consent and fee table. The filing is the next amended version of the IPO registration statement, dated April 24, 2026, and includes the audited financial statements and audit report dated April 24, 2026 as well as finalized forms of the underwriting and ancillary agreements. It is still a preliminary prospectus subject to completion; the offering closing date and some underwriting terms remain blank. The company reiterates that it has not selected a business combination target and that no substantive target discussions have been initiated, directly or indirectly. Why it matters: It establishes the trust and redemption architecture the SPAC will operate under: $150,750,000 of offering and private-placement proceeds, described as $10.05 per public share, will be deposited into a U.S. trust with Continental; public shareholders may redeem at the initial business combination at a per-share price equal to the trust account amount as of two business days before closing; there is no specified maximum redemption threshold, but a 15% per-shareholder redemption cap applies without prior consent in the shareholder-approval route; warrants have no redemption rights. The company must complete an initial business combination within 24 months of closing, may seek shareholder approval for extensions with redemption rights, and states it does not expect to extend beyond 36 months from closing. It also details sponsor economics and conflicts: sponsor paid $25,000 for 5,750,000 founder shares (approximately $0.004 per share), transferred 75,000 founder shares to independent directors, will buy 3,500,000 private placement warrants at $1.00 each, may receive up to $20,000 per month for administrative services, repayment of up to $300,000 of offering loans, and up to $1,500,000 of working capital loans convertible into warrants, while giving a limited trust indemnity. This filing is the foundational terms document and confirms the vehicle is still pre-transaction and searching.
●What changed:Amendment No. 1 to a Registration Statement on Form S-1 for Churchill Capital Corp XII's proposed $300 million initial public offering of 30,000,000 units, each consisting of one Class A ordinary share and one-tenth of one warrant, with the sponsor purchasing 350,000 private placement units simultaneously. This amendment refines the IPO registration statement filed April 24, 2026. It updates the founder share history (including share capitalization and surrender transactions in March and April 2026), revises the dilution table, refines disclosure regarding the trust account and potential Investment Company Act risks, provides updated prior SPAC performance data (including Churchill Corp IX termination), expands risk factors (tariffs, extended timeframes), and updates financial statements. Why it matters: This document is the operating prospectus for this new SPAC; it establishes the trust value of $10.00 per unit ($300M total), a 24-month deadline (extendable to 27 months), sponsor compensation details, and a detailed trust mechanics overview providing a baseline for all future actions and redemptions.
●What changed:Amendment No. 4 to Form S-1, a registration statement for Shreya Acquisition Group's initial public offering of 10,000,000 units at $10.00 per unit. It is a blank-check company IPO prospectus, not a merger agreement or business combination filing. The company has no target selected and states it has not initiated substantive discussions with any target. This amendment updates the S-1 with a preliminary prospectus dated April 24, 2026 and incorporates revised offering terms reflected in the financial statements: units now consist of one Class A share, one redeemable warrant ($11.50 exercise price), and one right to receive 1/4 Class A share upon a business combination; the offering was increased to 10,000,000 units ($100,000,000), plus underwriters' over-allotment option of 1,500,000 units; the sponsor will purchase 191,750 private units at $10.00 per unit; rights were changed from an earlier 1/5-share right to a 1/4-share right; the business combination completion window is set at 12 months from closing, extendable by shareholder approval, with the company stating it does not expect to extend beyond 36 months; and the sponsor promissory note maturity was extended to June 30, 2026. The trust account is to hold $10.00 per unit, or 100% of gross proceeds, initially $100,000,000 or $115,000,000 if the over-allotment is exercised.
What changed:Amendment No. 1 to Form S-1 registration statement (S-1/A) filed solely to add exhibits to the previously filed registration statement for Irenic Acquisition Corp.'s initial public offering. This amendment adds exhibits including the underwriting agreement, charter documents, specimen certificates, legal opinions, insider letter, trust agreement, registration rights, private placement purchase agreements, indemnity agreement, promissory note, securities subscription, administrative services agreement, and code of ethics. It also discloses the Company's intention to enter into a forward purchase agreement with Irenic Capital Evergreen Master Fund LP for 5,000,000 units at $10.00 per unit ($50 million aggregate), to close concurrently with a business combination, subject to the fund's investment committee approval. Why it matters: The forward purchase agreement provides a potential $50 million backstop for the trust, which could help ensure sufficient funds to close a business combination. However, the commitment is conditional on investment committee approval and is not yet binding. Otherwise, the filing is purely procedural — it adds exhibits but does not alter the trust value ($10.06 per share), redemption mechanics, business combination deadline (24 months from IPO closing, which has not yet occurred), or the fact that the SPAC is still searching for a target. No business combination target has been selected or discussed.
●What changed:Amendment No. 5 to Registration Statement on Form S-1 (initial public offering prospectus) for a blank check company (SPAC) seeking to raise $200 million via an IPO of 20,000,000 units, each consisting of one Class A ordinary share and one-half of one warrant, with Santander US Capital Markets LLC as sole book-running manager. This amendment (i) updates the prospectus to reflect the surrender of 3,833,333 founder shares by the sponsor on April 22, 2026, reducing the sponsor's founder share count to 7,666,667; (ii) includes audited financial statements as of December 31, 2025 and 2024, with the independent auditor's report containing a going concern explanatory paragraph; (iii) adds the form of underwriting agreement, public and private warrant agreements, registration rights agreement, indemnification agreement, administrative support agreement, and other exhibits; (iv) updates the dilution table, capitalization table, and use of proceeds table; (v) reflects the selection of Santander US Capital Markets LLC as sole book-running manager; and (vi) provides updated disclosure on litigation involving the management team's prior SPACs (Hyzon, Alta Mesa, Solid Power).
●What changed:Registration statement amendment (S-1/A) for a blank-check company IPO, including prospectus, risk factors, financial statements, and exhibits such as underwriting agreement, trust agreement, rights agreement, and related party agreements. Trust value increased to $10.05 per unit from $10.00; conversion ratio of rights changed from one-eighth to one-fourth of an ordinary share; number of private units increased from 171,600 to 221,500 (up to 236,000 if over-allotment exercised); completion window extended to 12 months from closing (or 15 months if definitive agreement announced within 12 months); auditor changed from Guangdong Prouden CPAs GP to Simon Edward, LLP; fiscal year changed from September 30 to January 31; updated financial statements as of January 31, 2026; underwriting compensation includes 0.45% upfront and 3.5% deferred plus 150,000 representative shares; extensive risk factor updates regarding PRC ties, CFIUS, and investment company status. Why it matters: This is the third pre-effective amendment, signaling the SPAC is nearing its IPO. The increased trust value and private unit size improve the capital structure but also increase dilution. The rights conversion ratio change aligns with common SPAC terms. The heavy PRC risk disclosures highlight regulatory and geopolitical risks that may limit target selection and create uncertainty for investors. The change in auditor and fiscal year are procedural but indicate evolving compliance. No business combination target has been identified, so the SPAC remains in the searching phase with a deadline approximately 12-15 months from the IPO closing.
●What changed:Amendment No. 1 to a Registration Statement on Form S-1 for a SPAC initial public offering. This is the first amendment to the S-1, updating the prospectus with a preliminary prospectus dated April 23, 2026. It sets the proposed public offering price at $10.00 per unit for 10,000,000 units ($100,000,000 gross), with a trust of $100,300,000 ($10.03 per share). It finalizes sponsor details (Next Lion Sponsor Holdings LLC), BTIG as sole bookrunner, a 45-day over-allotment option for up to 1,500,000 additional units, and a 18-month deadline from closing to complete a business combination. The document provides a full prospectus including updated dilution tables showing a positive net tangible book value of $7.19 and $7.18 per share at 0% redemption for full and no over-allotment, respectively. Why it matters: This filing provides the complete, updated terms of the SPAC's IPO for investors to evaluate. Key mechanics: (1) Redemption rights are provided for public shareholders in connection with business combination approval or a charter amendment, with a 15% cap on redemptions for holders acting in concert without prior consent if a shareholder vote is held; (2) Trust value is $10.03 per public share; (3) The completion deadline is 18 months from closing of the offering, with unlimited potential extensions subject to shareholder approval and redemption rights; (4) The company has not selected a target; (5) The CEO, Peter Bilitsch, previously sponsored Mobiv Acquisition Corp, which saw 93% shareholder redemptions and the post-business combination company (SRIVARU) trades at $0.048; (6) Sponsor paid $0.007 per founder share, creating significant dilution risk for public shareholders.
●What changed:Amendment No. 1 to Research Alliance Corporation III's Form S-1 registration statement for its proposed SPAC initial public offering, filed April 23, 2026. In the company's own terms, it is a registration statement/preliminary prospectus for an IPO of 5,000,000 Class A ordinary shares at $10.00 per share, or up to 5,750,000 shares if the underwriter's 45-day over-allotment option to buy 750,000 additional shares is exercised in full, with Leerink Partners as sole book-running manager. It is not a business combination agreement or proxy statement; the company states it has not selected any business combination target and has not initiated substantive discussions with any target. This is the first amendment to the S-1, updating the preliminary prospectus to a 'subject to completion, dated April 23, 2026' version and adding exhibits: form of underwriting agreement, amended and restated memorandum and articles, investment management trust agreement, registration and shareholder rights agreement, private placement purchase agreement, indemnity agreement, insider letter, Cayman legal opinion, auditor consent, and director nominee consents. The audited financial statements remain as of February 25, 2026, with a going-concern emphasis paragraph from CBIZ. Proposed IPO terms are unchanged: $50,000,000 of proceeds, or $57,500,000 if the over-allotment option is exercised in full, will be deposited into a U.S. trust account with Continental Stock Transfer & Trust Company as trustee, equal to $10.00 per share. The company still has 24 months from the closing of the offering to complete its initial business combination, states there is no limit on the number of extensions it may seek, and says any extension amendment would carry redemption rights for public shareholders. No target or merger agreement is included, and the filing does not extend or alter the tracked 24-month window.
●What changed:Registration statement (Amendment No. 3 to Form S-1) for the initial public offering of Aperture AC, a blank check company searching for a business combination target. Filed Amendment No. 3 to the S-1 registration statement, including updated audited financial statements as of December 31, 2025, a going concern qualification, and a final prospectus with terms of the IPO: 9,000,000 units at $10.00 per unit, $90,000,000 trust, 12-month completion window (15 months if definitive agreement signed within 12 months), no redemption rights for extension, sponsor held 3,828,082 founder shares (up to 499,315 forfeitable), private placement of 267,500 units, and various agreements (underwriting, trust, rights, registration). Why it matters: This filing is the registration statement for the SPAC's IPO, providing all material terms for investors. Key items: trust per share $10.00, deadline 12 months from closing, no specified maximum redemption threshold, sponsor shares at nominal price causing potential dilution, and the company has a going concern issue. The filing also discloses the digital asset industry focus and management's experience.
●What changed:Amendment No. 1 to Form S-1 for RRE Ventures Acquisition Corp., a blank check company conducting an initial public offering of 25,000,000 units at $10.00 per unit, each unit consisting of one Class A ordinary share and one-third of one redeemable warrant. This amendment updates the preliminary prospectus with audited financial statements as of March 13, 2026, finalizes the trust account terms ($250 million, $10.00 per share initial), includes new exhibits (warrant agreement, amended and restated memorandum and articles of association, legal opinions), and provides detailed disclosure on sponsor compensation, dilution, redemption rights, and extension mechanics. The filing also incorporates risk factors related to the SPAC Rules, Investment Company Act, and PFIC status. Why it matters: This is the definitive registration statement for a new $250 million SPAC with a 24-month deadline from closing (expected April 2028). It establishes the baseline trust value per share ($10.00, likely $10.06 with interest), redemption procedures (public shareholders can redeem at $10.00 per share plus interest, subject to a 15% aggregate cap on redemptions without consent), sponsor economics (founder shares at ~$0.003 per share, 4.51M private placement warrants at $1.00 each), and extension provisions (unlimited shareholder votes to extend, each with redemption rights). For investors tracking mechanics, the filing confirms the absence of a maximum redemption threshold and the sponsor's voting agreements. It also highlights potential conflicts: sponsor and officers may pursue other SPACs, and CFO Andrew Kucharchuk is involved with three other pre-business combination SPACs. No target has been selected.
What changed:Amendment No. 7 to a Form S-1 Registration Statement (Routine Administrative Exhibit Filing). In its own terms, this document is an S-1/A amendment filed exclusively to attach Exhibit 5.2, an opinion from Forbes Hare (British Virgin Islands counsel), and to restate the exhibit index; the registrant’s explanatory note explicitly confirms no changes were made to the preliminary prospectus. Regarding mechanics, the registrant discloses in Item 15 that the sponsor originally acquired 12,321,429 Class B ordinary shares on May 27, 2025, for $25,000, surrendered 4,928,572 shares on December 3, 2025, and surrendered 2,217,857 Founder Shares on April 6, 2026, leaving 5,175,000 Class B ordinary shares at the same $25,000 aggregate purchase price (stated as approximately $0.00483 per share). Up to 675,000 of those remaining shares stay subject to forfeiture if the underwriter does not fully exercise the over-allotment option. The sponsor has committed to purchasing 200,000 private units at $10.00 per unit for an aggregate purchase price of $2,000,000 simultaneously with the IPO. On a projected maximum offering of 12,075,000 units, the sponsor’s shares would represent 28.8% of outstanding stock post-offering. Item 14 attributes indemnification protections to the registrant but notes officers and directors have waived all claims to trust account proceeds except for public share ownership, and the underwriter representative waived redemption rights for representative shares. Under Item 13, the registrant estimates $700,000 in non-underwriting offering expenses, broken down as $225,000 legal, $30,000 printing, $40,000 accounting, $50,000 SEC/FINRA, $80,000 Nasdaq listing, $75,000 underwriter legal, and $200,000 miscellaneous. Finally, Exhibits 99.3 through 99.5 introduce director nominees Dr. Satis Waran Nair Krishnan, Inigo Angel Laurduraj, and Soon Ping (“Zara”) Pappas.
What changed:A routine compliance exhibit filing (Amendment No. 6 to Form S-1 Registration Statement under the Securities Act of 1933) submitted solely to attach U.S. and British Virgin Islands legal opinions, a filing fee calculation table, and to restate the exhibit index without altering the preliminary prospectus. The registrant states that the sponsor surrendered 4,928,572 Class B ordinary shares on December 3, 2025, and 2,217,857 additional founder shares on April 6, 2026, retaining 5,175,000 shares for the original $25,000 aggregate purchase price. Management calculates the effective founder share cost at approximately $0.00483 per share, with up to 675,000 shares still subject to forfeiture if the underwriter’s over-allotment option remains unexercised, positioning founder ownership at 28.8% of post-offering shares if the maximum 12,075,000-unit cap is met. The sponsor contractually committed to purchasing 200,000 private units simultaneously with the IPO at $10.00 per unit for $2,000,000, which will become worthless if no initial business combination occurs. Per the registrant’s disclosures, all directors and officers waived any claim to trust account funds, and the underwriter’s representative waived redemption rights for representative shares. Net issuance expenses are projected at $700,000, broken down as $225,000 legal, $30,000 printing, $40,000 accounting, $50,000 SEC/FINRA, $80,000 Nasdaq listing, $75,000 underwriter legal, and $200,000 miscellaneous. Each unit comprises one Class A ordinary share, one right entitling the holder to one-fourth of one ordinary share, and one redeemable warrant exercisable at $11.50 per share. The filing documents a $40,021.38 fee offset claimed against a prior S-1 filed June 30, 2025, yielding a $0.00 net registration fee due.
What changed:Amendment No. 1 to the Registration Statement (S-1/A) for the initial public offering of Collective Acquisition Corp. II, a blank check company incorporated in the Cayman Islands on February 9, 2026. This Amendment No. 1 updates the prospectus to reflect the addition of exhibits (underwriting agreement, amended charter, specimen certificates, warrant agreement, legal opinions, letter agreement, trust agreement, registration rights agreement, private placement purchase agreement, indemnity agreement, administrative services agreement, accounting consent, director consents, and fee table) and includes introductory and other standard language that was modified from the initial filing. No new substantive business developments have occurred since the initial filing; the SPAC is still searching for a target. Why it matters: This amendment is a standard procedural step to finalize the S-1 registration statement before it can be declared effective. It does not change the company's fundamentals: management is unchanged, the trust is still $10.10 per share, the deadline is 18 months (most likely 2027-10-29), and no business combination has been identified. For investors tracking redemption deadlines and trust value, the key numbers ($10.1 per share, $220m trust, 18-month deadline) remain the same. The filing brings the SPAC one step closer to pricing its IPO.
●What changed:Amendment No. 3 to Registration Statement on Form S-1 for the initial public offering of Plutonian Acquisition Corp II, a blank-check company incorporated in the Cayman Islands, still searching for a target business. Compared to prior S-1 filings, this amendment finalizes IPO terms: 10,000,000 units at $10.00 per unit (plus 1,500,000-unit over-allotment); underwriting discount reduced to 0.54% (upfront) plus 1.25% in representative shares; each unit now consists of one Class A ordinary share and one right to receive one-fourth (1/4th) of one Class A ordinary share (previously one-sixth, then one-fifth); the deadline to complete a business combination was shortened from 18 months to 12 months; trust deposit increased to $100,500,000 ($10.05 per unit); updated financial statements as of February 28, 2026 showing $49,273 cash and $156,310 working capital deficit; added risk factor disclosures regarding PRC ties, HFCAA, and CFIUS; and included updated exhibits (underwriting agreement, trust agreement, rights agreement, registration rights agreement, private placement unit purchase agreement).
●What changed:Amendment No. 3 to Form S-1 registration statement for Vernal Capital Acquisition Corp.'s initial public offering, comprising a preliminary prospectus and revised exhibits (underwriting agreement, amended charter, trust agreement, rights agreement, registration rights agreement, insider letter, and legal opinions). This is the IPO-registration amendment. The Company's financial statement note states that in April 2026 it modified offering terms: each right's conversion entitlement was increased from one-fifth to one-fourth of an Ordinary Share; the trust deposit was increased to $10.05 per public share, or $100,500,000 total ($115,575,000 if the over-allotment option is exercised); sponsor placement units were increased to 251,250 (258,750 with over-allotment); and the period to complete a business combination was shortened from 18 months to 15 months after closing, extendable by up to six one-month sponsor-funded extensions. Why it matters: This filing sets the core redemption and timing mechanics for the SPAC before it begins searching: public shareholders get a $10.05-per-share trust redemption upon a business combination or liquidation, and the Company must complete a deal within 15 months of IPO closing, or up to 21 months if sponsors deposit $330,000 per monthly extension ($379,500 if over-allotment is exercised in full). Those extension deposits do not carry public shareholder voting or redemption rights. The Company also confirms it has not selected or had substantive discussions with any target, and the prospectus details sponsor ownership, dilution, related-party payments, and China-related risks.
●What changed:Amendment No. 2 to Registration Statement on Form S-1 (Initial Public Offering prospectus for a blank-check SPAC). Filed updated prospectus dated April 20, 2026, and executed exhibits including underwriting agreement, registration rights agreement, private placement purchase agreements, promissory note, trust agreement, and insider letter. The offering remains at 10,000,000 units at $10.00 per unit with $10.10 per share deposited in trust. No business combination target has been identified. Why it matters: Establishes the final terms and structure of the SPAC's IPO, including trust per-share amount, redemption rights, sponsor economics, dilution tables, and risk factors. Investors can now assess the SPAC's baseline terms before any deal is announced.
●What changed:Amendment No. 1 to Registration Statement on Form S-1 (S-1/A) for an initial public offering of a blank check company (SPAC) – Tribeca Strategic Acquisition Corp. The document contains the preliminary prospectus for the IPO of 14,000,000 units (plus 2,100,000 over-allotment) at $10.00 per unit, each unit consisting of one Class A ordinary share and one right to receive one-tenth of a Class A ordinary share upon a business combination. The SPAC is still searching for a target and has not initiated substantive discussions with any target. This is the first amendment to the S-1. Key changes from the original filing include: (1) updated audited financial statements as of December 31, 2025 and for the period from inception (October 15, 2025) through December 31, 2025, including a going concern explanatory paragraph; (2) sponsor surrendered 1,341,666 founder shares for no consideration on April 16, 2026; (3) sponsor changed from Tribeca Strategic Partners LLC to Tribeca Strategic Partners Holdco LLC in March 2026; (4) addition of the Alto Make-Whole arrangement, under which the CEO and CFO may transfer founder shares to Alto based on a measurement price formula; (5) updated related party transactions including the CFO resignation and replacement; (6) updated risk factors, including PFIC and Investment Company Act risks; (7) revised dilution and capitalization tables reflecting the founder share surrender and new sponsor structure; (8) updated management and director biographies; (9) inclusion of filing fee exhibit with fee offset claim.
●What changed:Amendment No. 5 to Form S-1 registration statement for initial public offering of 10,000,000 units at $10.00/unit, each unit consisting of one ordinary share, one warrant (exercise $11.50), and one right to receive one ordinary share upon business combination. The SPAC is a blank check company seeking a target without VIE structure in China. This amendment updates the prospectus with an increased offering size from 6,000,000 to 10,000,000 units, includes unaudited financial statements as of December 31, 2025, and reflects revised terms including the ability to extend the business combination deadline up to 36 months. The document also adds detailed risk factors related to China/HK ties and the PCAOB/HFCAA. Why it matters: Provides the first comprehensive disclosure of the SPAC's IPO terms, including trust size ($100M), redemption mechanics, dilution (28.2% immediate dilution per share), sponsor compensation (founder shares at $0.0065), and conflicts of interest. Investors can now evaluate the SPAC's structure, deadline, and risks before the offering closes.
●What changed:Amendment No. 5 to Form S-1 registration statement for ARC Group Acquisition I Corp, a SPAC proposing an initial public offering of 10,500,000 units at $10.00 per unit, each unit consisting of one Class A ordinary share, one redeemable warrant, and one right. This fifth amendment updates the prospectus and financial statements. Key changes include: (i) surrender of an additional 2,217,857 Class B founder shares by sponsor on April 6, 2026, leaving 5,175,000 shares; (ii) extension of the sponsor promissory note maturity to June 30, 2027; (iii) updated dilution and capitalization tables reflecting the reduced founder share count; (iv) revised offering proceeds and trust account amounts; (v) updated management biographies and director independence disclosures; (vi) refined description of the business combination timeline (12-month base with 3-month sponsor extension option) and redemption mechanics; (vii) multiple conflict of interest sections updated to reflect Ian Hanna's roles at ARC Group Securities and other SPACs. Why it matters: This is the final pre-effective amendment before the IPO. It provides investors with the latest financial condition (audited as of December 31, 2025), final share structure, and trust value ($10.06 per share). The filing contains extensive risk factor updates, sponsor compensation tables, dilution projections under various redemption scenarios, and details on sponsor incentives and conflicts. The document materially affects an investor's ability to evaluate the offering terms, sponsor conduct, and liquidity risk.
●What changed:Amendment No. 5 to Form S-1 Registration Statement under the Securities Act of 1933 for Peace Acquisition Corp's initial public offering of units, each consisting of one ordinary share, one right (1/5 share), and one redeemable warrant. This is a routine compliance exhibit updating the prospectus for the IPO. The key changes in this amendment (relative to prior filings) are: (i) each unit now includes one redeemable warrant to purchase an ordinary share at $11.50, added on April 9, 2026; (ii) each right was amended from 1/10 to 1/5 of an ordinary share on February 27, 2026; (iii) the private placement size was increased to 262,500 units (202,500 sponsor, 60,000 EBC) with an additional 22,500 units if over-allotment is exercised, and the per-unit trust deposit is $10.05; (iv) an EBC loan of $100,000, non-interest-bearing, will be added to the trust account to ensure $10.05 per unit; (v) the deadline to complete a business combination is 15 months from closing (previously 18 months); (vi) comprehensive risk factor disclosures regarding China ties, PFIC status, and Investment Company Act risks were updated. Why it matters: This filing finalizes the economic terms of the IPO units, including the addition of warrants and modified rights, which directly affect the potential dilution and valuation for public shareholders. The $10.05 trust value and 15-month deadline set the redemption mechanics. The extensive risk factor updates (especially regarding China-related risks, PFIC, and investment company status) provide critical information for investors assessing the SPAC's ability to complete a de-SPAC transaction. The EBC loan and private placement structure ensure the trust is fully funded at closing.
●What changed:Registration Statement (Amendment No. 4 to Form S-1) for a special purpose acquisition company (SPAC) initial public offering. Amendment No. 4 to the S-1 updates the prospectus to reflect final terms of the IPO: 10,500,000 units at $10.00 per unit, $105,000,000 (or $120,750,000 if over-allotment exercised) to be deposited in trust; sponsor MFH 2, LLC commits to purchase 200,000 private placement units for $2,000,000; founder shares reduced to 5,175,000 after surrenders; updated financial statements as of December 31, 2025; Inclusion of underwriting agreement, warrant agreement, rights agreement, registration rights agreement, and other exhibits. The company changed its name from D. Boral ARC Acquisition II Corp to ARC Group Acquisition I Corp. The document also includes a market-making prospectus for secondary trading. Why it matters: This filing establishes the definitive terms for ARC Group Acquisition I Corp's SPAC IPO. Key mechanics: trust per share $10.00, 12-month deadline to complete a business combination (extendable to 15 months by sponsor, with further extensions by shareholder vote), public shareholders have redemption rights, and the sponsor's founder shares were purchased at approximately $0.00483 per share, creating significant dilution. The document also details conflicts of interest (Ian Hanna is CEO of underwriter ARC Group Securities LLC) and prior SPAC experiences of management. The offering is not subject to Rule 419 protections.
●What changed:Amendment No. 2 to Form S-1 registration statement for the initial public offering of Starlink AI Acquisition Corporation, a blank check company (SPAC) seeking a business combination. This S-1/A adds finalized exhibits (underwriting agreement, trust agreement, rights agreement, legal opinions) and updates the prospectus. No target business has been identified; the trust value remains $10.00 per unit ($100 million); the deadline to complete a business combination is 12 months from the closing of the offering (subject to shareholder-approved extension). Director nominees and fiscal year change (to January 31) are disclosed. Why it matters: The filing marks a procedural step toward the IPO, providing investors full disclosure of the SPAC’s terms, risks (including PRC-related regulatory uncertainties), sponsor compensation, dilution, and redemption mechanics. No merger target is announced; the SPAC remains in searching status. Key terms: sponsor paid $0.0087 per founder share; rights convert to 1/4 ordinary share upon business combination; deferred underwriting fee of 3.5% of trust assets.
●What changed:Amendment No. 4 to the registration statement on Form S-1 for Energy Transition Special Opportunities, a SPAC still searching for a business combination target, filed as a preliminary prospectus subject to completion. It sets forth the terms of a proposed $150 million initial public offering of 15,000,000 units (each consisting of one Class A ordinary share and one-half of one redeemable warrant) at $10.00 per unit. The amendment changes the company's legal name from Climate Transition Special Opportunities SPAC I to Energy Transition Special Opportunities (effective March 27, 2026); updates audited financial statements for the period July 11, 2025 (inception) through December 31, 2025, reflecting a net loss of $45,622 and a working capital deficit of $346,732; updates the management team and independent director biographies; revises risk factors (e.g., Investment Company Act risk, SPAC rule changes); updates dilution and capitalization tables; and includes for the first time exhibits such as the form of underwriting agreement, amended and restated memorandum and articles, and warrant agreement. The offering size and unit composition remain unchanged from prior filings. Why it matters: This amendment brings the registration statement closer to effectiveness by incorporating SEC comments and providing the most current financial and structural information. The name change may indicate a refined investment focus. The updated financial statements reveal the limited working capital available post-offering ($1.275 million outside trust) and the going concern risk if the IPO fails. Investors can assess the final terms, lock‑up periods, redemption mechanics, and potential dilution, all of which are critical for evaluating whether to participate in the offering.
What changed:Amendment No. 2 to Form S-1 registration statement for Aperture AC's initial public offering of 9,000,000 units at $10.00 per unit. This is a blank check company IPO prospectus filed to register securities for sale. This amendment updates the registration statement with audited financial statements for the period from inception (September 10, 2025) through December 31, 2025, including an audit report with a going concern explanatory paragraph, and updates the prospectus with current disclosure on the sponsor, management, business strategy (digital asset infrastructure), trust mechanics ($10.00 per share), and dilution tables. It also includes updated consent of independent auditor and XBRL exhibits. No business combination target has been identified or substantive discussions initiated. Why it matters: The filing moves the SPAC toward effectiveness of its IPO, after which the 15-month completion window (through approximately mid-2027) will begin. For investors tracking redemption deadlines and trust value, no changes to trust per-share amount ($10.00) or extension provisions have occurred. The SPAC remains in searching status with no deal progress. Sponsor conduct terms (founder shares at $0.007, private placement units, monthly fees) are unchanged. The updated financials show a working capital deficit and going concern uncertainty, highlighting the need for IPO proceeds to fund operations and search activities.
●What changed:Amendment No. 1 to Form S-1 Registration Statement for a new SPAC initial public offering (IPO), filed by JATT II Acquisition Corp. to register its ordinary shares for public sale. This is an amendment (the first) to the registration statement. The filing updates and completes the preliminary prospectus with current information, including revised dilution tables, updated financial data (balance sheet as of February 13, 2026), detailed descriptions of the offering's structure, sponsor compensation, trust mechanics, redemption rights, extension provisions, risk factors and conflicts of interest. Why it matters: This document provides the complete terms for JATT II's $60 million SPAC IPO. It confirms: a 24-month deadline from closing to complete a business combination (no automatic monthly extension); a $10.00 trust per share (with $0.30 deferred underwriting); a 20% per-shareholder cap on redemptions in a vote scenario; a commitment from sponsor to purchase 300k private placement shares at $10.00; and an indication of interest from AI Biotechnology (an Access Industries affiliate) for up to $30 million in a concurrent private placement at the time of the business combination. The filing also provides extensive biographical information on CEO Dr. Someit Sidhu (former JATT I / Zura Bio CEO) and the rest of the life-sciences-focused management team and board, outlining the sponsor's compensation and conflicts of interest.
●What changed:Amendment No. 2 to Registration Statement on Form S-1 (S-1/A) for the initial public offering of Plutonian Acquisition Corp II, a blank check company (SPAC) seeking to raise $100 million (or $115 million if over-allotment exercised). The document is the full prospectus, including the terms of the offering, risk factors, financial statements, and exhibits. This amendment updates the registration statement with revised unit structure (each unit now consists of one Class A ordinary share and one right to receive one-fourth (1/4) of a share, changed from one-sixth), reduces the underwriting discount from 1.0% to 0.54%, reduces the business combination deadline from 18 months to 12 months, updates financial statements as of November 30, 2025, and includes updated exhibits such as underwriting agreement, trust agreement, rights agreement, registration rights agreement, and private placement unit subscription agreement. Why it matters: This filing establishes the key terms for the SPAC IPO: (1) Trust: $100 million initially at $10.00 per unit, with proceeds held in U.S. Treasuries or money market funds; (2) Redemption rights: Public shareholders may redeem shares upon a business combination or amendment to charter, with a 15% cap on redemptions per group; (3) Deadline: 12 months from closing to complete a business combination, extendable with shareholder approval; (4) Target sectors: Energy storage, telecommunications, and consumer, excluding any China-based companies with PCAOB non-inspectable auditors or VIE structures; (5) Sponsor economics: Sponsor paid $25,000 for 2.875 million founder shares (25% of post-IPO shares), with potential for significant dilution – the dilution table shows that under maximum redemptions, public shareholders face 99.4% dilution. The filing also details conflicts of interest, risk factors related to PRC ties, and lock-up provisions for insiders (180 days for founder shares, 30 days for private units).
●What changed:Amendment No. 1 to Form S-1 registration statement for the initial public offering of QuasarEdge Acquisition Corp, a blank check company with no target identified yet. Compared to the initial S-1 filing: (i) the number of rights per unit was increased from one-fifth (1/5) to one-fourth (1/4) of an ordinary share; (ii) the deadline to complete an initial business combination was reduced from 18 months to 12 months; (iii) the underwriter's over-allotment option was increased from 900,000 to 1,500,000 units; (iv) the trust account deposit was increased from $60,000,000 to $100,000,000; (v) the sponsor's founder shares were increased from 2,415,000 to 4,025,000 shares (with up to 525,000 subject to forfeiture); (vi) updated financial statements and management discussion; and (vii) revised risk factors and disclosures, including expanded conflict-of-interest disclosures regarding management's service on multiple other SPACs. Why it matters: The amendment sets the final economic terms of the IPO, including the trust size, redemption rights, and the timeline for finding a deal. The reduction to a 12-month deadline and the altered rights conversion ratio directly affect redemption mechanics and the pressure on management to complete a business combination. The deep discount on founder shares ($0.0062 per share) and the extensive conflicts of interest among management—who serve on up to six other SPACs simultaneously—are critical governance concerns for investors evaluating sponsor conduct and potential deal quality.
●What changed:Amendment No. 2 to Form S-1 Registration Statement under the Securities Act of 1933, serving as a preliminary prospectus for the initial public offering of up to 15,000,000 units (subject to a 45-day over-allotment option for up to 2,250,000 additional units) by Apogee Acquisition Corp., a Cayman Islands exempted blank check company. According to the filing, the trust account initially holds $10.05 per public share, totaling $150,750,000, or $173,362,500 if the underwriters fully exercise their over-allotment option. The registrant states it has a 15-month deadline from closing to complete an initial business combination, noting in Note 10 that the completion window was recently shortened from 18 months. The Company may seek shareholder approval to extend this period, during which public shareholders retain redemption rights at the trust account pro-rata value. Regarding deal progress, the filing states the Company “has not selected any specific business combination target” and that “efforts have been limited to organizational activities as well as activities related to this offering.” Concerning sponsor conduct, the Sponsor (Apogee Acquisition Sponsor LLC) purchased 5,750,000 Class B ordinary shares for $25,000 (~$0.003 per share) and committed to buying 470,000 private placement units for $4,700,000 simultaneously with the offering. In March 2026, the Sponsor surrendered 3,833,333 founder shares for no consideration and transferred portions to independent directors and the Chief Operating Officer. The Sponsor waives redemption rights for founder and private placement shares, maintains them subject to transfer restrictions, and indemnifies the trust account against third-party claims reducing it below $10.05 per share.
●What changed:SPAC S-1/A Registration Statement Amendment (No. 2) incorporating definitive forms of key transaction agreements, including the Underwriting Agreement, Investment Management Trust Agreement, Warrant Agreement, Registration Rights Agreement, Insider Letter Agreement, and Private Placement Units Purchase Agreements, along with required legal/accounting consents and revised filing fee tables. The filing finalizes and attaches the binding draft forms for all major governing contracts related to the initial public offering and simultaneous private placements. It updates the Exhibit Index to reflect these executed forms, revises the Filing Fee Calculation Table to account for over-allotment options and previously paid fees, and includes fresh consents from counsel and independent auditors to facilitate SEC declaration of effectiveness. Why it matters: These attachments legally codify the SPAC's operational and financial architecture before capital is raised. They explicitly establish the trust account investment mandates, warrant exercise triggers and anti-dilution adjustments, sponsor and officer founder/share transfer lock-ups, deferred underwriting commission payout conditions, and the precise mechanics governing shareholder redemption windows and liquidation distributions. Investors rely on these terms to understand their exit rights, dilution exposure, and the economic incentives aligned between the sponsor and public shareholders.
●What changed:Amendment No. 2 to Form S-1 registration statement (Registration No. 333-293559) containing a preliminary prospectus, dated March 25, 2026, for NewHold Investment Corp IV's initial public offering of 17,500,000 units at $10.00 per unit, each consisting of one Class A ordinary share and one-third of one warrant, with BTIG as sole book-running manager. The company is a Cayman Islands blank check company still in registration; no business combination target has been selected and no substantive target discussions have been initiated. The filing does not recite a change log, so the specific delta from Amendment No. 1 is not identifiable from this text. What is present is the full updated IPO prospectus: $175,000,000 of offering proceeds plus private-unit proceeds to be deposited into a U.S. trust account ($201,250,000 if the over-allotment option is exercised in full), trust initially $10.00 per public share; 24-month period from the offering closing to complete an initial business combination, extendable by shareholder approval with no stated limit on number or length of extensions, although the company says it does not expect to need to extend beyond 36 months; redemption rights at deal closing at trust value per share, with a 15% per-beneficial-holder redemption cap if shareholder approval is used; full liquidation redemption at trust value if no deal is completed within the completion window; no maximum redemption threshold; sponsor purchase of 6,708,333 founder shares for $25,000, sponsor/BTIG purchase of 588,750 private units for $5,887,500, and non-managing sponsor investor expressions of interest in additional units and private units; $50,000/month administrative services fee and deferred $15,000/month payments to each of Charlton, Hammad and Schneck payable only upon a business combination; up to $350,000 in sponsor loan repayments and up to $1,500,000 of convertible working capital loans; audited financial statements as of December 31, 2025 showing no revenues and a net loss of $47,000 since inception; dilution tables showing immediate public-shareholder dilution of 28.9% assuming no over-allotment; sponsor lock-ups of six months for founder shares, 30 days for private units, and 180 days for securities under the underwriting agreement; and extensive conflict-of-interest, risk-factor and sponsor-compensation disclosure. The filing confirms the SPAC is pre-deal: no target selected, no substantive discussions, and the 24-month deadline is not a fixed date but runs from the IPO closing. Why it matters: This is the governing disclosure document for NHIV's proposed IPO and will set the trust-per-share value, redemption procedures, liquidation deadline, sponsor economics, dilution and investor protections from the moment the SPAC lists. It gives existing and prospective investors the mechanics they need to track redemption terms and the start of the 24-month completion window, and it confirms there is no pending business combination, extension vote or redemption event today. It is also the source for sponsor-conduct concerns: nominal-price founder shares, deferred success-only compensation, broad discretion to amend the sponsor letter agreement, anti-dilution founder-share conversion, and the sponsor's ability to make permitted purchases of public shares.
●What changed:Amendment No. 2 to Form S-1 Registration Statement for Inflection Point Acquisition Corp. VI, a special purpose acquisition company (SPAC) seeking to raise $220 million in an initial public offering (IPO). The document is a preliminary prospectus subject to completion, not a merger agreement or deal announcement. This filing updates the registration statement with audited financial statements as of December 31, 2025, and for the period from September 12, 2025 (inception) through December 31, 2025. It also includes updated underwriting agreement, amended and restated memorandum and articles of association, and other exhibits. The prospectus is now dated March 24, 2026. No target business has been identified yet. Why it matters: The filing provides the final IPO terms for a new SPAC with a $10.00 per-unit trust, a 24-month deadline from IPO closing, and a $25 million PIPE commitment from IPF. It details sponsor compensation, conflicts of interest, and redemption mechanics. This is a routine SEC filing but essential for investors evaluating the SPAC's structure and sponsor track record.
●What changed:Amendment No. 1 to Form S-1 registration statement for an initial public offering of 20,000,000 units (or up to 23,000,000 if over-allotment exercised) by KPET Ultra Paceline Corporation, a blank check company (SPAC) seeking a business combination. This amendment updates the initial S-1 filed November 25, 2025. It includes restated financial statements for the period ended December 31, 2025, correcting an understatement of the promissory note related party and deferred offering costs (the sponsor made a disbursement that was previously unaccounted for, increasing the note from $72,900 to $115,835 and deferred offering costs from $293,895 to $336,830). It also adds new exhibits (opinions of Vinson & Elkins and Walkers, consent of WithumSmith+Brown) and updates the preliminary prospectus with current information on the offering terms, trust account mechanics, sponsor compensation, lock-up provisions, and risk factors. Why it matters: This filing establishes the key terms for investors evaluating the SPAC IPO. Trust account per-share value is initially $10.00, but the actual trust value will include interest; the trust will hold $200 million ($230 million if over-allotment). The deadline to complete a business combination is 24 months from the closing of this offering, with one three-month extension at the sponsor's option. No business combination target has been identified. The sponsor (KPET Ultra Paceline LLC) and insiders have significant economic incentives and conflicts, as detailed in the prospectus. The restated financials highlight a material weakness in internal controls over financial reporting and a going concern uncertainty before the offering. Investors should note the sponsor's ability to forfeit or transfer founder shares and the redemption rights for public shareholders.