M Evo Global Acq II

Provides updated trust account balance ($10.14 per share implied), confirms 24-month deadline to complete business combination, and reiterates redemption mechanics; no substantive discussions with any target commenced.

The amendment defines the exact transaction expense drain ($550,000 payable from non-trust sources) and locks in the insider equity and warrant allocation mechanics that will determine post-offering voting power and dilution. Because Item 14 confirms the absolute contractual waiver of insider claims against the trust account, public shareholder redemption values are insulated from director or officer indemnity demands, though the registrant simultaneously acknowledges that fulfilling any future indemnification obligations will require sufficient operating liquidity outside the trust or a consummated initial business combination. The disclosed advisory relationship with Evolution Capital Pty Ltd introduces a third-party service provider whose scope of work could influence target identification or execution workflows. The filing does not amend the search period, adjust the trust accounting framework, modify the redemption deadline, or advance a specific business combination target.

The filing establishes the base terms for the SPAC's redemption, trust, extension, and sponsor economics. Key items: (1) 24-month deadline from closing, can be extended with shareholder vote & redemption rights. (2) Anti-dilution for founder shares: if additional shares/equity-linked securities are issued for the business combination, founder shares convert to maintain 25% ownership. (3) 15% cap on redemptions without sponsor consent if a shareholder vote is held. (4) The deferred underwriting commission ($0.40/unit) is only paid from the trust account *after* all redemptions, so the sponsor has incentive to minimize redemptions. (5) a non-managing sponsor investor (two accredited investors) is buying 1.889M private placement warrants. The SPAC is searching, with no target identified.

The prospectus states that the sponsor’s $0.003 per share founder share purchase price, combined with anti-dilution conversion rights preserving a 25% ownership stake, will cause immediate and substantial dilution to public shareholders regardless of redemption levels. The registrant discloses that the 36-month maximum extension window alters traditional liquidation timelines, though public shareholders retain redemption rights if an extension is approved.

What changed: Quarterly Report (Form 10-Q) for the period ended March 31, 2026. First 10-Q filing post-IPO. Reports $7.0 million net loss driven by $8.5 million non-cash compensation expense from founder share grants, partially offset by $1.7 million trust interest. Trust holds $301.7 million ($10.06/share). Sponsor purchased 5M private warrants; underwriters bought 3M. Founder shares fully vested after over-allotment exercise. 24-month deadline to complete a business combination. Why it matters: Provides baseline financial position after IPO, establishes trust value ($10.06/share, above $10.00 per unit), confirms founder share compensation expense, and sets 24-month deadline (February 2028) for deal completion.

What changed: Form 8-K current report (accompanied by Exhibit 99.1 press release) functioning as a routine compliance announcement detailing the structural separation and subsequent dual-trading of the Company’s public shares and warrants. Per the press release dated February 18, 2026, and signed by Chief Executive Officer Stephen Silver, the Company announced that beginning February 19, 2026, holders may elect to separate the Units from the initial public offering completed on February 2, 2026. Each original Unit contains one Class A ordinary share (par value $0.0001 per share) and one-half of one redeemable warrant, with each whole warrant granting the right to purchase a share at $11.50 per share, subject to adjustment. Separated shares will trade under “MEVO,” warrants under “MEVOW,” and undivided units continue as “MEVOU” on the Nasdaq Global Market. The Company specified that no fractional warrants will be issued upon division; only whole warrants will trade. Investors must direct their brokers to coordinate with transfer agent Continental Stock Transfer & Trust Company to effect the split. This announcement does not trigger a redemption window change, extend the business combination timeline, adjust the trust account balance per share, reveal deal progress, or indicate modifications to sponsor conduct. Why it matters: For investors monitoring mechanical and strategic developments, the filing primarily alters secondary market liquidity options rather than fundamental valuation or timeline parameters. Procedurally, it discloses the underwriting team: Cohen & Company Capital Markets acted as lead book-running manager and Clear Street LLC served as co-manager. Substantively, the press release reiterates the Company’s investment mandate, stating it was formed to pursue a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with a explicit focus on entities owning, operating, or developing assets in the critical minerals sector that are fundamental to the economic and national security interests of the United States. Standard forward-looking disclaimers warn that completion of a business combination is subject to numerous uncertainties detailed in the prospectus effective January 31, 2026. The document contains no disclosures regarding customer contracts, historical revenue, market size projections, technology roadmaps, commercial partnerships, active litigation, or executive personnel changes beyond the signing officer.

What changed: A Form 8-K Current Report filed by M Evo Global Acquisition Corp II announcing the consummation of its Initial Public Offering and simultaneous private placement of warrants on February 2, 2026, accompanied by an audited balance sheet dated that same day and comprehensive financial statement notes prepared under U.S. GAAP. According to the filing, mechanics shifted when the Company completed its IPO of 30,000,000 Units at $10.00 per Unit, generating $300,000,000 in gross proceeds, which included the full exercise of the underwriters’ 3,000,000 Unit over-allotment option. Simultaneously, 8,000,000 Private Placement Warrants were sold for $1.00 each, raising $8,000,000; the Sponsor, Evolution Sponsor Holdings LLC II, purchased 5,000,000, while Cohen & Company Capital Markets and Clear Street, LLC acquired 2,285,000 and 150,000 respectively. Management states that as of February 2, 2026, $300,000,000 was deposited into a Trust Account for public shareholders, establishing the baseline for future redemption valuations. The registrant established a 24-month Completion Window to finalize a Business Combination, defining the operational timeframe relative to the February 2, 2026 closing. The underwriters hold a $12,000,000 deferred underwriting commission ($0.40 per Unit) that is contractually waived if no Business Combination occurs within the Completion Window. Public shareholders retain redemption rights to receive a pro rata portion of the Trust, initially structured at $10.00 per share plus qualifying interest. The Sponsor finalized ownership of 10,000,000 Founder Shares after forfeiting up to 1,000,000 shares due to the over-allotment exercise. Administrative service agreements require payments of $15,000 per month for 15 months, followed by $7,500 per month, while Stephen Silver, identified as Chief Executive Officer and Chairman, oversees Evolution Capital Pty Ltd, which received a $900,000 advisory fee upon closing. Why it matters: Beyond the mechanics, the document contains substantive disclosures regarding trust protection, warrant dilution, and corporate governance. Because the Trust holds exactly $300,000,000, any future redemption calculations or extension voting scenarios will reference that precise principal plus qualifying interest, rather than importing a standardized assumption. The waiver of the $12,000,000 deferred underwriting fee in a termination scenario increases the pool available for shareholder returns if no deal closes. The filing details warrant economics that affect capital structure: 15,000,000 Public Warrants and 8,000,000 Private Placement Warrants carry an $11.50 exercise price, expire five years post-combination, and include a cash-call provision triggered if Class A ordinary shares close at or above $18.00 per share for 20 of 30 trading days. Adjustments to warrant pricing apply if capital raised during the Business Combination falls below a Newly Issued Price of $9.20 and represents more than 60% of equity funding, with a Market Value below $9.20. Working capital lenders retain the option to convert up to $1,500,000 of loans into warrants at $1.00 per warrant. The filing lists transaction costs totaling $18,662,204, allocated as $5,100,000 in cash underwriting fees net of a $900,000 reimbursement and $1,562,204 in other offering costs. Management indicates the Company will generate no operating revenues until a Business Combination completes, relying instead on interest income from the Trust invested in U.S. government treasury obligations maturing within 185 days or Rule 2a-7 money market funds. The sponsor has contractually agreed to be liable to the Company if third-party claims drain the Trust below the lesser of $10.00 per Public Share or the actual per-share amount, minus applicable taxes and up to $100,000 for liquidation expenses, excluding claims from parties who executed waivers or underwriter indemnities. The audited balance sheet shows $1,217,506 in working cash, $159,330 in current liabilities, and a $10,767,164 shareholders’ deficit driven by accumulated costs. Additional disclosures note that $14,805 was paid for membership interests equivalent to 3,443,055 Founder Shares with a recorded fair value of $8,469,916, and independent auditors WithumSmith+Brown, PC priced Public Warrants at $4,350,000 ($0.29 per warrant) using assumptions including a $9.85 implied share price, 25.0% probability of de-SPAC, 4.01% risk-free rate, and 2.5% selected volatility.

What changed: A routine compliance exhibit — specifically a Joint Filing Agreement (Exhibit 99.1) executed on February 3, 2026, by Evolution Sponsor Holdings LLC II (via Managing Member Stephen Silver) and Ashley Zumwalt, formally consolidating their obligations to submit a single Schedule 13D under Securities Exchange Act Rule 13d-1(f). The document contains no beneficial ownership tables, transaction pricing, share quantities, or stated purposes for acquiring securities. It does not alter redemption calendar parameters, trigger trust distribution calculations, propose a business combination timeline shift, authorize a time extension, or detail sponsor conduct. As a procedural appendix to the primary regulatory filing, it merely establishes that multiple entities are bundling their disclosure submissions. Why it matters: This attachment confirms the administrative alignment between the SPAC’s sponsor vehicle and an affiliated investor, indicating coordinated reporting of a recent equity position. Because the substantive 13D data (which would disclose exact ownership percentages, sources of funds, and investment intent relevant to the SEARCHING phase) is not present in this excerpt, the document carries no direct impact on shareholder exit valuations, merger negotiation pacing, or governance oversight. It functions solely as a regulatory housekeeping measure rather than a strategic or operational disclosure.

What changed: An 8-K Current Report filed by M Evo Global Acquisition Corp II (MEVO) reporting the closing of its initial public offering (IPO) and the entry into related material definitive agreements, filed on February 3, 2026. The Company consummated its IPO on February 2, 2026, selling 30,000,000 units (including full exercise of the underwriter's over-allotment option) at $10.00 per unit, generating $300,000,000 in gross proceeds. A total of $300,000,000 was placed in a trust account. Simultaneously, the Company completed the private sale of 8,000,000 private placement warrants at $1.00 each, generating $8,000,000 in gross proceeds. The Company also adopted its Amended and Restated Memorandum and Articles of Association and entered into all standard IPO-related agreements (underwriting, warrant, registration rights, letter, trust, private placement warrant purchase, advisory, administrative services, and indemnity agreements). Separate trading of the shares and warrants has not yet begun; it will commence on the 52nd day after the prospectus date or earlier with underwriter consent, subject to the filing of an audited balance sheet and a press release. The deadline to complete an initial business combination is 24 months from the closing of the IPO (February 2, 2028), extendable with shareholder approval. Why it matters: This filing marks MEVO's transition from a blank-check company in formation to a public, cash-rich SPAC with a $300 million trust (approximately $10.14 per share) actively searching for a target. The stated focus is the critical minerals sector. The full exercise of the over-allotment option increases the trust size by $30 million. Key lock-up periods for the sponsor and insiders are established: 180-day IPO lock-up, 1-year founder share lock-up, and 30-day private placement warrant lock-up post-business combination. These terms are standard for a newly formed SPAC.

What changed: An IPO prospectus (Rule 424(b)(4) filing) establishing the initial public offering of M Evo Global Acquisition Corp II units. This prospectus codifies the foundational mechanics for redemptions, trust maintenance, extensions, and sponsor compensation ahead of any target search. Per the filing, proceeds of $270,000,000 (or $300,000,000 if the underwriters exercise their 3,000,000-unit over-allotment option) will be deposited into a U.S.-based trust account maintained by Continental Stock Transfer and Trust Company, reflecting a stated $10.00 per unit placement. Why it matters: Investors receive a complete, pre-negotiated capital structure before target identification, enabling accurate modeling of dilution floors and liquidity exits. The 15% single-entity redemption cap materially alters standard SPAC dynamics by protecting the trust account from being stripped by coordinated activist campaigns or algorithmic trading, thereby preserving capital for larger transactions. The mandatory deduction of up to $100,000 for liquidation expenses ensures the final per-share distribution will mathematically trail the gross trust balance.

What changed: SEC Form 3 – Initial Statement of Beneficial Ownership by Insiders. The filing records that Chief Financial Officer Chen Arthur Kuan-Lin submitted an initial ownership report containing no non-derivative transactions or holdings. Why it matters: This document is a routine regulatory trigger filed when an individual assumes an executive or directorship role to establish a baseline of reported equity. Because the reporting person explicitly states there are no non-derivative transactions or holdings to report, it introduces no new insider purchases, sales, or option exercises that would signal capital commitment or risk tolerance ahead of a target acquisition. As such, the submission provides no observable update on the sponsor’s operational conduct, acquisition search velocity, or governance posture, and carries no mechanical impact on shareholder redemption calculations, trust account maintenance protocols, or extension voting timelines. The filing simply fulfills statutory reporting obligations without generating new intelligence for tracking the SPAC’s liquidity runway or management alignment.

What changed: SEC Form 3, an initial statement of beneficial ownership of securities filed as a routine compliance exhibit for insider reporting. According to the report filed on 2026-01-29, reporting person Stephen Marc Silver (director, CEO and Chairman) disclosed no non-derivative transactions or holdings. There were no insider purchases, sales, or position changes relative to MEVO shares. Why it matters: For investors tracking redemption deadlines, trust value, extensions, deal progress, and sponsor conduct, this zero-activity disclosure means there is no new insider capital commitment, stock purchase signal, or governance shift ahead of the January 30, 2028 deadline or against the $10.14 trust/share. The filing leaves redemption mechanics and sponsor positioning unchanged. Beyond confirming the reporting period and identity of the director/CEO/Chairman, the document contains no substantive claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel.

What changed: A Form 3 initial statement of beneficial ownership of securities, filed with the SEC by reporting person Ichilov Erez (director) for M Evo Global Acquisition Corp II. The filing text explicitly states: 'No non-derivative transactions or holdings reported.' Consequently, there are no updates to insider equity positions, which translates to no direct impact on redemption pressure mechanics, trust account valuation adjustments, extension timeline triggers, merger deal progression, or sponsor conduct indicators. Why it matters: Investors tracking the SEARCHING SPAC against its 2028-01-30 business combination deadline should note that this routine compliance exhibit introduces no operational data, strategic updates, or capital deployment signals. As reported by the filer, zero equity movements occurred. Therefore, nothing alters redemption calendar modeling, trust-per-share tracking, or evaluation of director alignment, and no new claims regarding customers, revenue, market size, technology, partnerships, litigation, or personnel are present to weigh against the firm’s search-stage execution.