AMAC SEC filings, in plain English
Everything AMR Resources Acquisition has filed with the SEC that we hold — 19 filings, newest first, 17 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: AMR Resources Acquisition Corp announced that holders of its initial public offering units may elect to separately trade the Class A ordinary shares and warrants commencing September 8, 2026, with trading under symbols AMAC and AMACW respectively. Why it matters: This filing does not report any changes to the redemption deadline of July 17, 2028, trust value per share, or deal progress, as the company remains in the SEARCHING status.
What changed: The filing reports that AMR Resources Acquisition Corp. consummated its Initial Public Offering on July 20, 2026, selling 26,000,000 Units at $10.00 per Unit for gross proceeds of $260,000,000, which includes a partial exercise of the underwriters' over-allotment option for 1,000,000 Units; simultaneously, the Company sold 707,500 Private Placement Units to the Sponsor and underwriters for gross proceeds of $7,075,000; upon closing, $260,000,000 was deposited into the Trust Account, transaction costs totaled $15,008,723 (comprising $5,200,000 in cash underwriting fees, $9,100,000 in deferred underwriting fees, and $708,723 in other offering costs), and the Sponsor's promissory note balance of $300,000 was fully repaid; additionally, the underwriters' remaining over-allotment option for 2,750,000 Units remains open, resulting in 916,667 founder shares remaining subject to forfeiture. Why it matters: This filing confirms the completion of the SPAC's capital raise, establishing the $260,000,000 trust value available for redemption or business combination and defining the specific financial obligations (deferred underwriting fees) and equity structures (forfeitable founder shares) that will govern the upcoming search period and potential deal execution.
What changed: A Joint Filing Agreement attached to a Schedule 13G beneficial ownership report (a routine compliance exhibit filed pursuant to Rule 13d-1(k) of the Securities Exchange Act of 1934). The exhibit authorizes the joint submission of a Schedule 13G statement dated July 24, 2026, and all subsequent amendments on behalf of Linden Capital L.P., Linden GP LLC, Linden Advisors LP, and Siu Min Wong. Executed by Saul Ahn acting as general partner, general counsel, and attorney-in-fact, the document incorporates by reference a power of attorney dated June 10, 2019 originally filed in connection with Haymaker Acquisition Corp II. The excerpt discloses zero metrics regarding AMAC equity: no share quantities, acquisition dates, percentage ownership, or purpose of acquisition are present, meaning no verifiable shift in reported beneficial ownership is captured within this text. Why it matters: Nothing in the joint filing alters AMAC’s SEARCHING status, its stated trust per share of $10.00, or its July 17, 2028 deadline. The document contains no commentary on target due diligence, board approvals, extension votes, redemption thresholds, liquidation triggers, or sponsor conduct. The only substantive disclosure is administrative: the named entities are treating their AMAC positions as a single reporting cohort through a designated representative. Because the attachment excludes the Schedule 13G’s primary data fields (which normally quantify holdings and clarify control intent), the filing supplies no forward-looking signals for investors monitoring the redemption calendar, trust valuation trajectory, or deal progression. Any assertion that these holders remain active stakeholders derives exclusively from their own procedural confirmation in the filing, not from independent performance or transactional milestones.
What changed: A Form 8-K Current Report and accompanying audited balance sheet with notes, disclosing the closing of an initial public offering and the simultaneous sale of private placement units. A current report filed by AMR Resources Acquisition Corp states the company consummated its IPO on July 20, 2026, issuing 26,000,000 units at $10.00 per unit for $260,000,000 in public proceeds, which included a partial exercise of the underwriters’ over-allotment option for 1,000,000 units. The registrant's Exhibit 99.1 discloses an audited balance sheet as of July 20, 2026, reflecting $260,000,000 held in a trust account, $1,441,056 in operating cash, and $9,100,000 in deferred underwriting fees. The notes specify that AMR Resources Sponsors LLC purchased 447,500 private placement units, holds 9,583,333 founder shares (with 916,667 remaining subject to forfeiture pending further over-allotment exercises), fully repaid a prior $300,000 promissory note, and pays a monthly $10,000 administrative services fee ($1,667 recorded as accrued expenses as of the balance sheet date). The underwriters, including BTIG, LLC, acquired 260,000 private units and retain a 45-day option for 2,750,000 additional units. The company's representations indicate working capital loans of up to $1,500,000 remain available but undrawn, and the trust liquidation or business combination completion window extends for 24 months from the IPO closing date. Why it matters: For investors tracking redemption mechanics, the registrant's filings establish the definitive trust balance of $260,000,000 and confirm the hard deadline for redemptions or liquidation expires exactly 24 months post-IPO. Sponsor conduct is contractually detailed in the company's exhibits: founder shares are locked until six months post-combination or a liquidity event, insiders waived redemption rights for their positions, and sponsor liability agreements protect the trust from third-party claims down to $10.00 per share. The material impact of the unexercised 2,750,000-unit over-allotment remains open, creating future dilution variability. Regarding deal progress, the company's notes explicitly state it has not selected a target and has conducted no substantive discussions with any potential acquisition candidate. Other substance highlighted in the filing includes total transaction costs of $15,008,723, an accumulated deficit of $(8,220,611), warrant structures permitting exercise at $11.50 per share five years post-combination, and management's disclosed strategic preference to target businesses in the mineral resources sector, though pursuit of any industry remains contractually permitted.
What changed: A Form 8-K current report announcing the consummation of the initial public offering, accompanied by attached definitive agreements including an underwriting agreement, warrant agreement, amended and restated memorandum and articles of association, private placement purchase agreements, indemnity agreements, and press releases. Trust value: The company states that $260,000,000 of the proceeds from the IPO and the sale of the Private Placement Units were placed in a U.S.-based trust account. (Item 8.01) Redemption deadline: The amended charter establishes a 24-month period from the closing of the IPO to complete a business combination; failure to do so triggers a mandatory redemption of public shares at a per-share price equal to the aggregate amount on deposit in the trust account. (Exhibit 3.1, Article 53.6) Deal progress: The company confirms it has not selected any specific business combination target and has not initiated any substantive discussions with any target regarding a business combination. (Underwriting Agreement, Section 2.16) Sponsor conduct: The sponsor, AMR Resources Sponsors LLC, purchased founder shares for an aggregate consideration of $25,000 and explicitly waived all claims to the trust account. The sponsor also committed to voting founder shares and publicly acquired shares in favor of any proposed business combination while agreeing not to redeem them. (Underwriting Agreement, Section 1.4.1; Exhibit 10.6, Exhibit 10.1) Why it matters: Focus: Press releases state the company intends to focus on industries complementing management's background, specifically targeting the mineral resources sector. (Exhibit 99.1) Warrant mechanics: Each whole warrant entitles the holder to purchase one class A ordinary share at an exercise price of $11.50 per share, commencing 30 days after the business combination and expiring five years thereafter. (Underwriting Agreement, Section 1.1.1) Board composition: The company appointed Andrew Childs, Michael Westerman, and Karl Simich as independent directors, alongside existing members Matthew Fitzgerald (Chief Executive Officer) and Morgan Fahimi, who were seated on the audit and compensation committees. (Item 5.02) Operational costs & privileges: The company entered into an administrative services agreement paying the sponsor $10,000 per month for office space and secretarial support. Additionally, the lead underwriter was granted a right of first refusal as the exclusive capital markets advisor until December 18, 2028. (Underwriting Agreement, Sections 2.21.3 and 7.8)
What changed: Form 4 insider ownership report. The filing identifies itself as a Form 4 insider ownership report. Regarding mechanics, it contains no alterations to the SPAC’s redemption calendar, trust value tracking, extension voting, or target search status. It records that AMR Resources Sponsor LLC and Kristan Frank Jozef, each designated as a 10% owner, executed a grant/award transaction on 2026-07-16 acquiring 447,500 shares at $10, with the filing stating each owns 447,500 shares after the transaction. Concerning other substance, the document makes no assertions regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel beyond the named insiders and their stated ownership percentages. Why it matters: This Form 4 documents a promotional equity allocation to the sponsor entity and a named principal during the SEARCHING phase. Because the transfer was processed as a grant/award rather than an open-market purchase, it reflects internal stake structuring or compensation mechanics rather than secondary trading activity. Investors tracking the 2028-07-17 deadline and trust distribution procedures should note that this filing does not modify redemption rights, trigger extension protocols, or indicate business combination progress. The increased promoter holdings may signal administrative overhead coverage or long-term alignment as the issuer pursues a merger, though neither the sponsor nor the reporting person has attached commercial, operational, or strategic commentary to the grant in the submitted text.
What changed: Priced IPO of units at $10.00; each unit is one Class A ordinary share plus one-half of one redeemable warrant, and the prospectus states this half-warrant structure was chosen to reduce the dilutive effect of the warrants. Each whole warrant buys one Class A ordinary share at $11.50, exercisable 30 days after the initial business combination, and is redeemable at $0.01 if the shares close at or above $18.00 for 20 of 30 trading days. Trust: $250,000,000, or $287,500,000 with full over-allotment, at $10.00 per unit. The combination period is 24 months from closing. Why it matters: The constitutive terms of the vehicle are fixed here: a $11.50 strike, a five-year warrant life measured from the combination rather than from the IPO, and a 24-month deadline extendable only by shareholder approval of a charter amendment. Sponsor and non-managing sponsor investors commit $6,875,000 for 687,500 private units at $10.00 ($7,625,000 for 762,500 units with the over-allotment), of which the sponsor itself takes 437,500. Warrant anti-dilution resets the redemption trigger to 180% of the higher of Market Value and Newly Issued Price.
What changed: Form 8-A for registration of certain classes of securities pursuant to Section 12(b) of the Securities Exchange Act of 1934. The filing officially registers the SPAC’s units, Class A ordinary shares, and warrants for trading on The Nasdaq Stock Market LLC. Per the document, each unit consists of one Class A ordinary share with a $0.0001 par value and one-half of one warrant. Why it matters: As a routine compliance exhibit, this filing does not change the stated 2028-07-17 search deadline, trust account balance, extension procedures, or sponsor conduct. It does, however, legally codify the warrant mechanics that will govern post-combination equity dilution, redemption triggers, and secondary liquidity. No claims regarding customers, revenue, market size, technology, partnerships, or litigation appear in the text.
What changed: A Form 3 initial statement of beneficial ownership classified as a routine SEC compliance exhibit, filed on 2026-07-16 by director Andrew Peter Childs for AMR Resources Acquisition Corp., explicitly attesting to zero non-derivative transactions or holdings. No changes occurred to the tracked mechanics. The filing contains no adjustments to the July 17, 2028 liquidation window, no modifications to per-share trust amounts, no proposals to extend the business combination period, and no indication of target acquisition progress, shareholder redemption triggers, or sponsor trading behavior. Director Andrew Peter Childs reports an unchanging ownership position with no disclosed purchases, sales, exercises, or conversions. Why it matters: This submission serves as a procedural baseline for Section 16 insider reporting. Because the reporting person affirmatively states no shares or derivatives are held, it eliminates the possibility of recently concealed insider accumulation or distribution that could otherwise provide early signals of sponsor alignment or capital commitment during the SEARCHING phase. For investors tracking redemption calendars and trust preservation, the explicit lack of transactional data confirms the status quo: the SPAC remains in its pre-decade exploration window with no disclosed insider capital movements that would alter redemptions rights, extension votes, or liquidation expectations. All statements are derived solely from the documentary language of the Form 3 itself.
What changed: A routine compliance exhibit—specifically, an SEC Form 3 initial statement of beneficial ownership reporting insider equity positions for AMR Resources Acquisition Corp. According to the 2026-07-16 filing, Director Karl Matthew Simich disclosed zero non-derivative transactions and zero reported holdings. This submission does not modify the SPAC’s SEARCHING status, does not adjust the trust account per-share composition, does not trigger or delay the redemption calendar, and reflects no alteration in sponsor or executive conduct relative to share accumulation or disposition. Why it matters: Investors monitoring redemption deadlines and corporate governance will find this filing establishes baseline regulatory adherence without signaling strategic momentum. As attributed directly to the reporting person in the Form 3, the absence of acquired or disposed shares indicates no insider conviction adjustment ahead of the 2028-07-17 expiration timeframe. The document contains no substantive updates regarding target screening, partnership development, customer commitments, revenue estimates, technology roadmaps, ongoing litigation, or leadership transitions, confirming the acquisition mandate remains in a pre-deal phase with no immediate catalysts for shareholder action.
What changed: Routine compliance exhibit: Form 3 insider ownership report for AMR Resources Acquisition Corp., filed 2026-07-16, identifying reporting person Westerman Michael Rhodes. The filing states there are no non-derivative transactions or holdings reported. This leaves sponsor conduct metrics, insider leverage, and any mechanics tied to director trading completely unchanged. The SPAC’s search phase continues without disruption, and trust preservation mechanics remain unaffected by insider activity. Why it matters: Investors monitoring redemption calendars, trust value, extensions, and deal progress should note this confirms zero recent director-level equity movement. The document contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. All statements, including the absence of reported positions, originate solely from the submitted Form 3 filing. No material triggers for redemptions or extensions are activated by this record.
What changed: Form 3 — insider ownership report for AMR Resources Acquisition Corp. The filing discloses zero non-derivative transactions or holdings for reporting person Matthew Leslie Fitzgerald, identified solely as director and chief executive officer. No adjustments to insider stock positions, sponsor reserves, or derivative contracts were recorded. Consequently, there are no alterations to redemption mechanics, trust account valuations, extension triggers, target search status, or sponsor conduct. Why it matters: For investors tracking the search timeline and trust mechanics, an uneventful Form 3 confirms static insider alignment and eliminates near-term variables surrounding promoter dilution or secondary liquidity pressure. While the absence of reported shares does not verify active deal diligence, it also prevents sudden shifts in capital structure ahead of any potential business combination announcement. With no customer claims, revenue figures, market size data, strategic partnerships, technological disclosures, litigation references, or personnel changes cited in the report, the document functions as a routine compliance checkpoint rather than a catalyst for redemption or holding decisions.
What changed: Routine SEC compliance exhibit (Form 3 insider ownership report). The filing confirms initial beneficial ownership statements of 10% for AMR Resources Sponsor LLC and 10% for Kristan Frank Jozef, with the registrants explicitly noting no non-derivative transactions or holdings were reported. Why it matters: Contains zero information altering redemption windows, trust-per-share calculations, extension vote schedules, business combination timelines, or sponsor governance conduct. The submission makes no claims regarding customers, revenue, market size, strategy, technology, partnerships, active litigation, or personnel changes beyond the bare registration of pre-existing 10% equity positions. As a statutory baseline disclosure required under Section 16(a), it carries no mechanical weight for SPAC tracking and does not warrant portfolio rebalancing or deadline adjustments.
What changed: SEC Form 3 initial statement of beneficial ownership by insider. The filing discloses that reporting person Fahimi Morgan (Director, CFO) reported no non-derivative transactions or holdings. No change in insider equity positions occurred. Why it matters: This routine Section 16 compliance submission does not modify AMAC’s 2028-07-17 redemption deadline, per-share trust allocation, SEARCHING status, or extension mechanics. It serves solely to log current executive titles for governance tracking. The document contains no operational assertions, customer or revenue data, market estimates, technological disclosures, partnership announcements, litigation details, or strategic directives attributable to any officer, sponsor, or advisor beyond the standardized ownership disclaimer.
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: This filing is a Form S-1 Registration Statement and preliminary prospectus registering the initial public offering of 25,000,000 units by AMR Resources Acquisition Corp, a Cayman Islands exempted blank check company. The prospectus establishes the capital and operational mechanics governing the IPO and subsequent search period. The filing states the company will place an aggregate of $250,000,000 (initially anticipated at $10.00 per public share) into a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company. Management retains until 24 months from the closing of the offering to consummate a business combination, with the ability to seek unlimited shareholder-approved extensions up to 36 months, which would trigger proportional redemption rights for dissenting shareholders. If the timeline expires without a qualified acquisition, the amended memorandum mandates a complete liquidation and cash redemption of public shares. Public shareholders retain cash redemption rights upon a business combination, subject to a limitation restricting any single shareholder group from redeeming more than 15% of shares sold in the offering without company consent when redemptions are conducted via a shareholder vote rather than a tender offer. The sponsor, AMR Resources Sponsors LLC, previously acquired founder shares for an aggregate purchase price of $25,000 (approximately $0.003 per share) and committed to purchasing 687,500 private units at $10.00 per unit ($6,875,000). The prospectus discloses net tangible book value calculations projecting a post-offering NTBV ranging from $7.13 down to negative $(0.58) under maximum redemptions, reflecting projected dilution of up to 105.80%. Each unit comprises one Class A ordinary share and one-half of one redeemable warrant exercisable at $11.50 per share, becoming exercisable 30 days after the business combination and expiring five years thereafter. The document extensively details conflicts of interest arising from the sponsor’s nominal founder share cost, indirect director equity compensation, potential advisory fees paid from outside-trust funds, and a charter provision formally renouncing corporate opportunities. Why it matters: By publishing the definitive trust parameters, extension windows, and redemption caps, the document locks in the economic floor and timeline that will dictate sponsor urgency and target-selection discipline. The explicit attribution of a strategic focus on critical minerals and domestic supply chain resilience to the management team—supported by disclosed backgrounds including former Sandfire Resources CFO Matthew Fitzgerald and Glencore veteran Michael Westerman—provides a directional thesis ahead of any acquisition. Disclosure of non-binding expressions of interest from 13 institutional investors to acquire approximately 11,350,000 additional public units offers early indication of anchor participation, while the detailed anti-dilution conversion formula for Class B shares (targeting approximately 25% of the fully diluted base) and the 180-day underwriter lock-up establish the post-IPO ownership architecture. Tracking these disclosed mechanics and incentive structures is essential for forecasting trading volatility, sponsorship behavior during the mandatory search period, and the probability of eventual liquidation versus a time-constrained de-SPAC transaction.
What changed: A preliminary Form S-1 Registration Statement and Prospectus (dated February 26, 2026) registering the initial public offering of 20,000,000 units by AMR Resources Acquisition Corp, a newly formed Cayman Islands exempted company operating as a blank check company. The filing codifies the SPAC’s pre-deal redemption and funding architecture. A $200,000,000 U.S.-based trust account will be established with Continental Stock Transfer & Trust Company at $10.00 per unit. Why it matters: The capital structure creates pronounced incentive misalignments and dilution risks before any asset is acquired. The prospectus attributes to management the claim that U.S. import dependence exceeds 50% for 49 of 50 designated critical minerals, asserting secular demand growth through 2040 for copper, lithium, nickel, cobalt, uranium, and rare earth elements. To execute this strategy, the board comprises Matthew Fitzgerald (former Sandfire Resources CFO), Morgan Fahimi (former Mergermarket executive), Andrew Childs (current director at Activate Energy Acquisition Corp.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.