Shreya Acquisition Group

This establishes the core mechanics investors will track: $10.00 per-share trust value, redemption at trust value plus interest net of taxes, a 12-month initial deadline from IPO closing with possible extension votes, 15% redemption cap if a shareholder vote is used, warrants exercisable 30 days after a business combination and expiring five years later, rights expiring worthless if no deal, and sponsor/insider waivers of redemption and liquidation rights on founder and private shares. It also confirms the sponsor, Thews (Mauritius) Limited, controlled by CEO Anuj Goyal, holds 4,928,571 Class B founder shares at a nominal price, with up to 642,857 subject to forfeiture depending on over-allotment exercise, creating substantial dilution risk for public holders. The company intends to search globally but initially focus on health and wellness, hospitality, media and entertainment, shipping infrastructure, and waterways tourism; it excludes targets with PCAOB non-inspectable auditors for two consecutive years beginning 2021 and China VIE-structured companies. Management has no prior SPAC experience, no revenue or operations to date, and there is no pending litigation disclosed.

This filing sets the final IPO terms before effectiveness. Investors should note the larger offering size and modified rights structure, which affect dilution and potential value. The trust will hold $10.00 per share ($100 million initially) with an 18-month deadline to close a business combination (extendable to 36 months). No target has been identified. The sponsor's low-cost founder shares create potential conflicts.

This is the first comprehensive public filing for SAGU's IPO, providing investors with critical information on trust mechanics ($10.00 per share), redemption rights (public shareholders can redeem at business combination), deadline (18 months from closing, extendable to 36 months), sponsor incentives (founder shares purchased at $0.008 per share), and target search criteria (health & wellness, hospitality, media & entertainment, shipping, infrastructure, waterways tourism). The SPAC has no operating history and no target identified; proceeds are held in trust. The filing also discloses a working capital deficit and going concern risk prior to the offering.

This filing is material because it is the near-final registration for a SPAC that is about to go public with a $60 million trust ($10.00/share). It provides the first look at the sponsor economics: the sponsor paid $25,000 for 2.96 million founder shares (with up to 385,714 subject to forfeiture if over-allotment not fully exercised), will buy 191,750 private units at $10.00 each, and the trust will hold $60 million. The company is searching without a target, has an 18-month deadline to complete a business combination, and has a going concern qualification in the audit report. The document also names the target sectors (health & wellness, hospitality, media/entertainment, shipping infrastructure, waterways tourism) and excludes China-based VIE targets. The filing confirms the trust amount and redemption mechanics for investors tracking possible redemptions.

For investors tracking redemption deadlines, trust value, and sponsor conduct, this filing establishes the baseline: trust value of $10.00 per public share, an 18-month deadline, and a sponsor with a nominal cost basis in founder shares. Key risk factors include potential material dilution from the founder shares' anti-dilution rights, sponsor conflicts of interest (sponsor paid $0.008/share while public shareholders pay $10.00/unit), and the risk that the SPAC may be deemed an investment company under the Investment Company Act. The filing also includes an explanatory paragraph regarding the company's ability to continue as a going concern due to a working capital deficit of $31,665 as of June 30, 2025.

What changed: This document is Exhibit A to a Schedule 13G filing: a Joint Filing Agreement. According to the text, it formally links eight Harraden Circle investment vehicles and Frederick V. Fortmiller, Jr. as a single reporting group to submit beneficial ownership statements regarding Shreya Acquisition Group under SEC Rule 13d-1(k). Nothing changed regarding the SPAC’s mechanics, redemption calendar, trust value, extensions, or sponsor conduct. The filing contains no share quantities, percentages, voting agreements, or conditional rights. It does not alter the 2027-05-07 business combination deadline, does not announce an extension request, and reports no movement in public or private placement shares that would affect redemption pricing or dilution. The document is purely procedural and cites no target searches, merger progress, or sponsor commitments. Why it matters: For investors tracking redemption deadlines and trust distributions, this is routine administrative paperwork that consolidates compliance filings without signaling activist positioning, warrant conversions, or trust account adjustments. Because the underlying 13G schedule—which would hold ownership percentages, purpose of transaction, and potential tender intentions—is not included, the filing alone offers no predictive value for shareholder redemption behavior, trust account maintenance, or sponsor extension timelines. All entity linkages and the joint-filing designation originate solely from the agreement executed by Mr. Fortmiller on May 29, 2026.

What changed: An SEC Form 8-K Current Report and attached press release. According to a press release attached as Exhibit 99.1 and executed by Chief Executive Officer Anuj Goyal on May 19, 2026, the registrant announced that holders of its initial public offering units may elect to separately trade the underlying Class A ordinary shares, warrants, and rights starting May 22, 2026. The press release details that each unit contains one Class A ordinary share with a $0.0001 par value, one redeemable warrant exercisable at $11.50 per share, and one right granting one-fourth (1/4th) of a share upon consummation of an initial business combination. Separate listing symbols will be SAGU, SAGU WS, and SAGU RT, while unseparated units retain the SAGUU symbol. The filing discloses no adjustments to the trust account, no redemption timeline changes, no extension proposals, no merger or acquisition deal progress, and no deviations from standard sponsor conduct. Why it matters: The security separation creates immediate post-IPO liquidity and allows investors to isolate equity, warrant, and rights exposure prior to any business combination vote. The attached exhibit confirms the shell continues its searching phase, with the company explicitly targeting health and wellness, hospitality, media and entertainment, shipping infrastructure, and waterways tourism sectors. No personnel changes, litigation, customer contracts, revenue projections, market size estimates, or strategic pivots are reported. Because the Form S-1 registration statement was declared effective on May 6, 2026, this mechanical separation represents the first structural upgrade to the IPO product, materially affecting holder optionality and secondary market tradability for the blank-check entity.

What changed: Schedule 13G joint filing agreement (Rule 13d-1(k) compliance exhibit). This filing establishes that Linden Capital L.P., Linden GP LLC, Linden Advisors LP, and Siu Min Wong will submit their beneficial ownership reports together, referencing a base statement dated May 11, 2026 and executed May 12, 2026. It discloses no share transactions, voting agreements, lock-up terms, or price/liquidity restrictions. Bearing on your tracked mechanics—redemption calendars, trust valuations, extension motions, target pipeline status, and sponsor behavior—the document contains zero relevant updates. It does not modify the May 7, 2027 termination deadline, address the stated $10.00 trust/share balance, propose a shareholder meeting for continuation, reveal any target screening activity, or note executive resignations or compensation changes. The only factual content is administrative: signature delegation by Saul Ahn and the explicit incorporation by reference of a June 10, 2019 power of attorney originally filed with a Haymaker Acquisition Corp II submission. Why it matters: For investors monitoring the search phase against the approaching deadline, this filing functions as a regulatory maintenance item rather than a strategic signal. Because it is entirely procedural, it provides no data on liquidity drains, trust interest accrual, target negotiation velocity, or sponsor commitment levels. The agreement’s reliance on legacy authority and shared compliance protocols confirms ongoing institutional affiliation tracking but leaves the SPAC’s operational trajectory unchanged. Substantive catalysts will remain absent until a subsequent amendment discloses percentage threshold crossings, a business combination notice, or trustee correspondence detailing trust preservation tactics ahead of the 2027 sunset.

What changed: Form 8-K Current Report and accompanying Exhibit 99.1 Audited Balance Sheet. Per the filing dated May 14, 2026, and signed by Chief Executive Officer Anuj Goyal, Shreya Acquisition Group consummated its IPO on May 8, 2026, selling 11,000,000 units (including a 1,000,000-unit partial over-allotment) at $10.00 per unit for $110,000,000 in gross proceeds, alongside a private placement of 191,750 units to Sponsor Thews (Mauritius) Limited for $1,917,500. The financials place $110,000,000 into a trust account with Continental Stock Transfer & Trust Company. The underwriting arrangement includes a $600,000 cash discount, a $600,000 deferred underwriting fee, and the issuance of 40,000 representative shares. Each unit contains one Class A ordinary share, a warrant at a $11.50 exercise price, and a right entitling holders to one-fourth of a Class A ordinary share upon a business combination. The Sponsor holds 4,928,571 Class B founder shares at approximately $0.005 per share, with up to 214,286 subject to forfeiture if the remaining over-allotment option is not fully exercised. Why it matters: The audit confirms the precise starting capitalization for all investor redemption math, locking in the $110,000,000 trust value against transaction costs totaling $1,731,694. The filing establishes the 12-month Completion Window starting May 8, 2026, setting the hard liquidation timeline without invoking any extensions. Management, via its going concern assessment, claims it possesses sufficient liquidity—citing $819,520 in non-trust cash and a $797,965 working capital surplus—to fund operations through the mandatory deadline or one year from the statement’s issuance. Additionally, the company discloses a $5,000 monthly administrative services agreement with the Sponsor, available Working Capital Loans up to $1,500,000 convertible to units, and confirms that no prospective target businesses have been contacted or discussed, cementing its status as a newly public shell awaiting a merger.

What changed: JOINT FILING AGREEMENT attached to a Schedule 13G. The agreement states that Feis Equities LLC and Lawrence M. Feis consent to file a single Schedule 13G for Class A ordinary shares of Shreya Acquisition Group dated May 11, 2026, and any future amendments, pursuant to Rule 13d-1(k). It does not modify redemption deadlines, trust share value, extension timelines, business combination progress, or sponsor conduct. Why it matters: As a procedural disclosure instrument, it consolidates SEC reporting obligations for the two named parties without altering SPAC mechanics or shareholder economics. The document contains no forward-looking targets, partnership announcements, litigation claims, or personnel shifts beyond the required signatory blocks, meaning it reflects routine ownership monitoring rather than strategic or structural movement.

What changed: 8-K reporting completion of initial public offering. SPAC completed IPO of 11,000,000 units at $10.00 per unit, raising $110,000,000 in gross proceeds, deposited in trust; partial over-allotment exercise; appointed independent directors; adopted amended charter; entered into standard IPO agreements. Why it matters: Establishes trust value of $10.00 per share and sets the initial business combination deadline of 12 months from closing (May 8, 2027); provides baseline for future redemptions and deal timeline.

What changed: Form 4 – Insider Ownership Report (a routine compliance exhibit detailing changes in beneficial ownership of equity securities). According to the filing, reporting person Goyal Anuj (director, Chief Executive Officer, 10% owner) acquired 191,750 shares via an open-market purchase on 2026-05-08, bringing his reported cumulative holding to 5,120,321 shares. Why it matters: This entry captures sponsor conduct through a direct market purchase by the CEO, which does not mechanically impact the trust account, trigger any vote regarding the 2027-05-07 redemption deadline, or indicate movement toward a business combination. Beyond the explicitly stated share quantities and transaction date, the document attributes no claims to executives or representatives regarding customer relationships, revenue streams, market size projections, strategic direction, technology development, commercial partnerships, ongoing litigation, or operational staffing.

What changed: SEC Form 4, classified in the filing header as an "insider ownership report". This document identifies itself as an insider ownership report filed for Shreya Acquisition Group on 2026-05-11. Per the filing, Thews (Mauritius) Ltd—which characterizes itself as a 10% owner—conducted an open-market purchase on 2026-05-08 adding 191,750 shares to its portfolio, leaving the reporting person with 5,120,321 shares. Regarding the tracked mechanics: the text makes no reference to the SPAC’s 2027-05-07 liquidation deadline, proposes no extension of that date, contains no language modifying the reported $10 trust value, provides no update on business combination search progress, and discloses no changes to sponsor conduct or executive oversight. The only mechanical alteration is the insider’s expanded open-market equity position. Why it matters: For investors monitoring SAGU’s redemption calendar and trust composition, this filing does not shift the 2027-05-07 deadline, recalibrate the trust allocation, or alter deal progression pathways. The document contains no claims regarding customer relationships, revenue metrics, total addressable market sizing, strategic roadmaps, technology validation, partnership formations, active litigation, or key personnel appointments. All reported figures—the 10% ownership tier, the 2026-05-08 transaction date, the 191,750-share acquisition, and the 5,120,321-share post-transaction balance—are attributed exclusively to Thews (Mauritius) Ltd as submitted in this regulatory report. While secondary-market accumulation may reflect stakeholder positioning, the absence of deal-specific disclosures means investors must look to forthcoming 8-K notices, preliminary proxy sheets, or amended registration statements for material updates to the redemption schedule, extension voting mechanics, or trust distribution terms.

What changed: A Form 3 initial statement of beneficial ownership of securities, operating as an insider ownership report filed as a routine compliance exhibit. Director Shui Andre Chung submitted the filing explicitly stating 'No non-derivative transactions or holdings reported,' indicating the director has not disclosed purchasing, selling, or maintaining any initial equity or derivative position in the issuer. Why it matters: This submission does not shift redemption deadlines, modify trust share accounting, trigger extension discussions, advance deal progression, or reflect changes in sponsor conduct. It is a standard regulatory acknowledgment of board service. The recorded absence of holdings aligns with conventional search-phase structuring, where founding directors typically receive sponsor shares through separate subscription agreements or hold no personal stake until active target evaluation commences. No assertions regarding customer demographics, revenue projections, market sizing, strategic pivots, technological roadmaps, partnership announcements, litigation exposure, or leadership transitions appear in the text beyond the identification fields and the director's declaration of zero reported positions.

What changed: This document IS a Form 3, a routine SEC compliance exhibit classified as an insider ownership report used to disclose initial equity holdings by directors, officers, or beneficial owners of more than ten percent of a registered class. Thews (Mauritius) Ltd, identified in the filing as a 10% owner, holds 4,928,571 shares directly in Shreya Acquisition Group. The submission contains no alterations to redemption deadlines, trust value per share, extension voting procedures, business combination progress, or sponsor conduct. It also makes zero claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. Why it matters: Investors tracking SAGU’s mechanics should treat this Form 3 as a static compliance baseline that confirms a major insider allocation without adjusting the 2027-05-07 search deadline or touching the documented trust value per share. Because the report discloses uncompensated initial possession rather than open-market purchases, sales, pledging events, or board-directed corporate actions, it leaves the redemption calendar, extension timeline, and target-acquisition trajectory mechanically unchanged. The filing provides no signals on sponsorship liquidity needs, management tenure commitments, or deal execution milestones, meaning public shareholders’ redemption calculus and distribution expectations remain entirely unmodified by this record.