SAMO SEC filings, in plain English
Everything Samos Energy Acquisition has filed with the SEC that we hold — 17 filings, newest first, 15 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: Samos Energy Acquisition Corp announced on August 31, 2026, that holders of its initial public offering units may elect to separately trade the Class A ordinary shares and warrants commencing on that date. The separated securities will trade on the NYSE under symbols SAMO and SAMO.WS, while undivided units continue trading as SAMO.U. Why it matters: This filing does not report changes to the redemption deadline or trust value; it only establishes the tradability of components following the IPO, which is a standard procedural event for SPACs in the SEARCHING status.
What changed: The filing reports that Samos Energy Acquisition Corp. consummated its Initial Public Offering on July 13, 2026, issuing 23,000,000 Units at $10.00 per Unit for gross proceeds of $230,000,000, and simultaneously sold 6,000,000 Private Placement Warrants to the Sponsor and Cantor Fitzgerald Co. for $6,000,000. Consequently, $230,000,000 was deposited into a Trust Account. The underwriters fully exercised their over-allotment option, releasing 750,000 Founder Shares from forfeiture. Total transaction costs were $18,075,702, including $4,000,000 in cash underwriting fees and $9,800,000 in deferred underwriting fees. The Company settled outstanding borrowings from the Sponsor, with the Sponsor remitting a net amount of $1,753,720 to the Company on July 17, 2026. An Administrative Support Agreement was entered into with the Sponsor for $10,000 per month starting July 10, 2026. Why it matters: This filing confirms the successful completion of the SPAC's IPO and the establishment of the Trust Account, which is critical for determining the redemption value ($10.00 per share) and the deadline for completing an Initial Business Combination (July 13, 2028). It details the capital structure post-IPO, including the significant deferred underwriting liability ($9,800,000) payable upon business combination completion, and clarifies the economic interests of the Sponsor and non-managing sponsor investors through the valuation of Founder Shares and Private Placement Warrants.
sponsor loans outstandingnothing moved · 1 with no prior record of ours
- Sponsor loans outstanding
- $156K · unchanged
The clause …“Placement Warrants. As of July 13, 2026, the Company also had outstanding borrowings of $ 156,280 under the Promissory Note payable to the Sponsor. On July 17, 2026, these balances were offset and the Sponsor remitted the resulting”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: The filing reports that Samos Energy Acquisition Corp. consummated its Initial Public Offering on July 13, 2026, selling 23,000,000 Units at $10.00 per Unit for gross proceeds of $230,000,000, including the full exercise of the underwriters' over-allotment option. Simultaneously, the Company sold 6,000,000 Private Placement Warrants to the Sponsor and Cantor Fitzgerald Co. for $6,000,000. A total of $230,000,000 was deposited into a Trust Account with Continental Stock Transfer Trust Company. The filing discloses total transaction costs of $18,075,702, comprising $4,000,000 in cash underwriting fees, $9,800,000 in deferred underwriting fees, $1,283,702 in other offering costs, and a $2,992,000 fair value charge for 1,600,000 Founder Shares issued to non-managing sponsor investors. The Sponsor settled outstanding borrowings by offsetting amounts owed for Private Placement Warrants against promissory note balances, remitting a net amount of $1,753,720 to the Company on July 17, 2026. Additionally, the Company entered into an Administrative Support Agreement with the Sponsor for $10,000 per month starting July 10, 2026. Why it matters: This filing confirms the completion of the SPAC's capital raise, establishing the $230,000,000 trust balance available for redemption or business combination purposes. It details the significant cost structure ($18,075,702) and deferred liabilities ($9,800,000) that will impact post-combination equity and cash flow. The settlement of related-party debts clarifies the final capitalization structure, while the administrative support agreement introduces a recurring expense obligation for the sponsor. Investors can now track the deadline (July 13, 2028, derived from the 24-month period from IPO closing) against the search progress, as the company has moved from the 'searching' phase to the operational phase with funds in trust.
What changed: Form 8-K Current Report and accompanying audited balance sheet detailing the completion of an initial public offering and private placement. According to Item 8.01 and the audited balance sheet, Samos Energy Acquisition Corporation consummated its IPO on July 13, 2026, issuing 23,000,000 units at $10.00 per unit and depositing $230,000,000 into a trust account managed by Continental Stock Transfer & Trust Company. The filing states that if the company does not complete a business combination within 24 months of closing, it will cease operations and distribute the trust balance less up to $100,000 for dissolution expenses to public shareholders. The registration simultaneously closed a private placement of 6,000,000 warrants for $6,000,000, with Samos Energy Acquisition Sponsor, LP purchasing 4,000,000 for $4,000,000 and Cantor Fitzgerald & Co. purchasing 2,000,000 for $2,000,000. Total transaction costs reached $18,075,702, comprising $9,800,000 in deferred underwriting commissions, $4,000,000 in cash underwriting discounts, $1,283,702 in other offering costs, and $2,992,000 in fair value allocated to 1,600,000 founder shares issued to non-managing sponsor investors. As of July 13, 2026, working capital outside the trust stood at $1,487,163, backed by an administrative support agreement of $10,000 per month payable to the sponsor beginning July 10, 2026. Why it matters: The $230,000,000 trust deposit establishes the maximum liquidation reserve available to public shareholders if the 24-month deadline passes without a merger. Because the company notes that founders are not entitled to liquidating distributions from the trust upon a failed combination, the filing structurally ties sponsor equity recovery to successful deal execution. With only $1,487,163 retained outside the trust plus optional working capital loans to finance due diligence, management faces compressed runway, raising urgency around target identification. The offering documents define the target universe as enterprises with "significant international energy assets that are operational and cash generative," while explicitly flagging geopolitical instability, commodity volatility, and supply chain disruptions as operational risks. Warrant terms permit exercise at $11.50 per share, becoming exercisable 30 days post-business combination and expiring five years thereafter, subject to anti-dilution resets if future equity pricing falls below $9.20.
What changed: Form 8-K, a current report filed by Samos Energy Acquisition Corporation (SAMO) to disclose the completion of its initial public offering (IPO) and related agreements. This filing is the initial 8-K for a newly-formed SPAC. It reports the closing of the IPO on July 13, 2026, the simultaneous private placement of warrants, the appointment of directors, and the adoption of governing documents. The trust received $200,000,000 from the IPO and private placement proceeds. Why it matters: This establishes the baseline trust value ($10.00 per unit in trust from the IPO), the 24-month deadline (July 13, 2028) for a business combination, and the sponsor's lock-up and redemption waiver terms. It confirms the sponsor paid $25,000 for 5,750,000 founder shares, representing a significant economic interest with a 1-year lock-up post-business combination.
What changed: Final IPO prospectus filed under Rule 424(b)(3) (Reg. No. 333-296771) for Samos Energy Acquisition Corporation: $200,000,000 of 20,000,000 units at $10.00, each unit one Class A ordinary share plus one-half warrant exercisable at $11.50, with a 45-day over-allotment option for 3,000,000 additional units; NYSE-listed. No target has been selected and no substantive discussions initiated; the stated focus is operational, cash-generative international energy assets. The combination deadline is 24 months from IPO closing, after which 100% of public shares are redeemed at the trust amount including interest net of taxes and up to $100,000 of liquidation expenses. Sponsor Samos Energy Acquisition Sponsor, LP and Cantor Fitzgerald & Co. committed to 6,000,000 private placement warrants at $1.00 ($6,000,000; 4,000,000 sponsor / 2,000,000 Cantor). Initial shareholders hold 5,750,000 Class B founder shares (up to 750,000 forfeitable) bought at $0.004 per share; non-managing sponsor investors may indirectly take 2,000,000 of the sponsor's private warrants and the economics of 1,391,320 founder shares (1,600,000 if over-allotment exercised), or 27.8% of the sponsor's Class B. Sponsor is reimbursed $10,000 per month for office space, and up to $300,000 of sponsor loans is repaid at closing. Why it matters: A new $200 million energy-focused blank check with a hard 24-month clock and standard 20% promote; the 27.8% pass-through of founder-share economics to non-managing sponsor investors at $0.004 per share is the notable disclosure, since those investors get enhanced returns without any obligation to vote for a deal.
What changed: Routine compliance exhibit (Joint Filing Agreement, Exhibit 99.1) attached to a Schedule 13G beneficial ownership report. The provided text contains no modifications to redemption deadlines, trust account balances, extension votes, merger advancement, or sponsor conduct. Per signatures by Ulla Vestergaard and Hillel Meltz dated July 14 , 2026, the attachment solely establishes joint filing protocol between MMCAP International Inc. SPC and MM Asset Management Inc., allocating individual liability for factual accuracy while binding both parties to future coordinated amendments. Why it matters: Despite lacking operational metrics, the agreement clarifies how two institutional entities are structuring their regulatory disclosures for a consolidated stake. Investors tracking SAMO’s SEARCHING status and 2028-07-13 deadline can now map the specific firms overseeing that position, though the attaché supplies zero data on acquisition percentages, investment costs, or strategic intent, meaning trust mechanics and deal velocity remain undefined in this record.
What changed: A routine compliance exhibit: SEC Form 3 insider ownership report. According to the Form 3 filing submitted by director Joseph McMonigle, the reporting person documented zero non-derivative transactions and zero holdings changes. No insider shares were purchased, sold, converted, or pledged during the covered period. This means the SPAC’s redemption mechanics, trust account composition, and deadline schedule remain unaltered by insider activity, and no extension proposals or target-selection signals were lodged through this disclosure. Why it matters: Investors tracking redemption liquidity, trust integrity, and sponsor alignment receive no actionable shift from this filing. The explicit attestation that no transactions or holdings were reported rules out recent insider positioning that might otherwise indicate deal readiness, caution, or sponsorship realignment. Absent a subsequent business combination announcement, trust amendment vote, or revised liquidation timeline, the submission functions solely as a statutory ledger entry rather than a catalyst for redemption behavior or capital allocation decisions.
What changed: Form 3 — insider ownership report. The SEC filing states that Kososki Trent (director, CFO, CAO and Secretary) has no non-derivative transactions or holdings reported. Mechanically, it provides no amendment to the July 13, 2028 redemption deadline, no revision to the $10.00 trust value per share, no development regarding a business combination target, and no alteration in sponsor conduct. Zero insider positions were acquired, disposed of, pledged, or converted. Why it matters: Investors monitoring the SEARCHING phase should treat this as a routine compliance checkpoint that attributes zero beneficial ownership or derivative exposure to the CFO/director. Because the reporting person discloses no held shares or options, the baseline $10.00 per-share trust reserve and the 2028 termination timeline remain mechanically intact and unaffected by insider trading activity. The document contains no substantive claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or executive changes, indicating that capital structure mechanics and redemption expectations operate without sponsorship signals or transaction catalysts on this date.
What changed: A Form 3 insider ownership report for Samos Energy Acquisition Corp. First, the filing discloses initial beneficial ownership figures attributed by the reporting persons: Samos Energy Acquisition Sponsor, LP holds 10%, Samos Energy Acquisition Sponsor Holdings, LLC holds 10%, and director/Chief Executive Officer Tohme Jacques Joseph holds 10%. Second, bearing on SPAC mechanics, the document explicitly states 'No non-derivative transactions or holdings reported,' confirming the trust account composition, public float, redemption window, and extension parameters remain structurally intact with zero transactional impact. Third, beyond mechanics, the filing contains no substantive claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel movements; it solely registers pre-existing promotional equity stakes as documented by the named insiders. Why it matters: Investors tracking redemption deadlines, trust value, extensions, or sponsor conduct can observe that promoter economic positioning is locked at the disclosed 10% tier per entity, providing no early signal of capital reallocation, derivative hedging, or liquidity events ahead of a business combination search. Because the report merely satisfies initial Section 16 registration requirements without recording acquisitions, dispositions, or option exercises, it carries no near-term impact on trust yield projections, deadline urgency, or deal progression, functioning as a procedural baseline rather than a strategic inflection point.
What changed: A routine compliance exhibit—an SEC Form 3 insider ownership reporting statement—filed by Director Mattar Khodor for Samos Energy Acquisition Corp, which exists solely to disclose beneficial ownership of the issuer’s securities. Per the filing’s explicit statement, Director Mattar Khodor reported zero non-derivative transactions and zero holdings as of the 2026-07-10 submission date. No modifications to redemption calendars, trust account valuations, extension voting windows, merger target advancement, or sponsorship liquidity mechanics are introduced. Because the form contains no reported quantity, price, or security type data, there are no adjustment triggers for shareholder vote counts, trust distribution timing, or conversion/redemption thresholds. Why it matters: According to the document’s own disclosures, the absence of reported positions means the market receives no fresh insider conviction metrics, strategic partnership announcements, revenue milestones, or technology developments at this time. For investors tracking the SEARCHING phase against the stated 2028-07-13 deadline, this filing establishes that director-level equity positioning remains unchanged, leaving existing trust preservation protocols and organizational governance intact. Without quantifiable transaction data from the reporting person, there are no basis for calculating redemption pressure dynamics or sponsorship conduct indicators, making this a structural baseline rather than a catalyst for deal progression.
What changed: Form 8-A for Registration of Certain Classes of Securities Pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934. Samos Energy Acquisition Corporation registered three security classes for quotation on the New York Stock Exchange: Units composed of one Class A ordinary share and one-half of one Warrant; Class A ordinary shares carrying a par value of $0.0001 per share; and whole warrants exercisable for one Class A ordinary share at an exercise price of $11.50 per share. Why it matters: This procedural filing formalizes the post-IPO capital structure and exchange listing eligibility. According to the registrant, the unit composition fixes each bundle at exactly one share plus half a warrant, and the warrant strike is locked at $11.50, establishing the baseline conversion math and potential dilution profile for investors monitoring the SEARCH phase. Chief Executive Officer Jacques Tohme executed the registration on July 9, 2026, confirming routine regulatory compliance rather than signaling sponsor advancement, target identification, or merger negotiation milestones.
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. Why it matters: This filing is the formal prospectus for the IPO. For investors tracking trust value and redemption mechanics, it confirms: trust $10.00/share, 24-month deadline, standard redemption rights for public shareholders, and a 15% cap on redemptions per holder during a vote. For deal progress, it is a pre-IPO document so no target has been identified. For sponsor conduct, the filing details material compensation: the sponsor's shares at $0.004, the 6M private warrants, the $10k/month admin fee, and the $300k loan repayment. The anti-dilution protection for founder shares is highly favorable to the sponsor, which will retain 20% of the pro-forma equity at de-SPAC regardless of new share issuances. The inclusion of non-managing sponsor investors who receive founder share economics provides additional alignment with existing shareholders but could influence voting. The filing also contains extensive risk disclosures regarding PFIC status, CFIUS review, tax implications (including a 1% excise tax), and potential conflicts of interest.
What changed: Registration statement on Form S-1 for an initial public offering of a blank check company (SPAC) seeking to acquire an energy business. This is the initial S-1 filing for Samos Energy Acquisition Corp. It sets the IPO terms: 20,000,000 units at $10.00 per unit (each unit: one Class A ordinary share + one-half warrant; exercise price $11.50). Trust account to hold $200 million ($10.00 per unit) from proceeds and private placement of 6,000,000 warrants at $1.00 each (4,000,000 by sponsor, 2,000,000 by Cantor Fitzgerald). Business combination must close within 24 months of the offering's closing. Non-managing sponsor investors may indirectly purchase up to 9.9% of units. Founder shares (5,750,000 Class B) acquired for $25,000, subject to forfeiture if over-allotment not exercised. Lock-up: founder shares for one year after business combination or earlier if price ≥ $12.00 for 20 days in 30 at least 150 days post-combination; private placement warrants for 30 days post-combination. Redemption rights for public shareholders at $10.00 per share upon business combination, with a 15% cap on redemptions for any shareholder group without company consent. Sponsor and insiders agree to vote founder shares in favor of business combination and not redeem them. Extension of deadline requires a shareholder vote and offers redemption. Monthly administrative fee of $10,000 to sponsor. Working capital loans up to $1,500,000 convertible into warrants at $1.00. Why it matters: For redemption deadline trackers: the 24-month window starts after the IPO closing date (unknown exactly but soon). Trust value is $10.00 per share at closing. No automatic extension; any extension requires a shareholder vote triggering redemption rights. Sponsor conduct is locked in: sponsor cannot propose amendments affecting redemption timing without offering redemption. The 15% redemption cap may limit large shareholders' exit. The non-managing sponsor investors (institutional) have indirect interests but no control over sponsor decisions. The trust will be invested in US treasuries/money market funds. Interest net of taxes can be used to pay dissolution expenses up to $100,000. The sponsor indemnifies the trust against third-party claims but only up to $10.00 per share.
What changed: Confidential draft Form S-1 registration statement and preliminary prospectus for an initial public offering of 20,000,000 units at $10.00 per unit by Samos Energy Acquisition Corporation, a Cayman Islands exempted blank check company preparing for Nasdaq listing. The filing codifies the SPAC’s operational mechanics: a strict 24-month window from closing to consummate an initial business combination or trigger mandatory liquidation and pro-rata trust distribution. Why it matters: These structural terms dictate investor risk and capital efficiency. The nominal $0.004 per share founder acquisition cost generates immediate dilution, which the filing’s NTBV table projects ranging from a $1.49 premium over public offering prices (at maximum redemption) to a $3.83 deficit (at 50% redemption). The 37.50% public voting threshold, coupled with irrevocable founder share voting agreements, materially reduces the hurdle for approving a transaction.
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.