SHOT SEC filings, in plain English
Everything RMG ML Sports Holdings has filed with the SEC that we hold — 20 filings, newest first, 18 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: Quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed with the SEC by RMG ML Sports Holdings, a blank check company. This is their first quarterly report since completing an initial public offering. This is the company's first 10-Q reporting its IPO which closed on June 11, 2026. The IPO involved selling 20,000,000 units at $10.00 each, plus a partial exercise of the underwriter's over-allotment option for 1,650,000 additional units, and a private placement of 210,000 units to the sponsor. Total gross proceeds of $216,500,000 were placed in the Trust Account. The company's Trust Account held $216,892,131 as of June 30, 2026, with a redemption value of $10.02 per share. There is no business combination target identified. Why it matters: The Trust Account is valued at $216,892,131, or $10.02 per public share, indicating the initial per-share value. The company's stated deadline to complete a business combination is 21 months from the IPO closing (i.e., March 2028). The filing establishes a $216.5 million trust with a $10.02 per share redemption value. Significant expenses were incurred, including a $6,495,000 advisory fee payable and $6,495,000 in deferred underwriting fees. The sponsor has not funded any working capital loans, and the company had $1,140,947 in cash outside the trust as of June 30, 2026.
What changed: A Joint Filing Agreement attached to an SEC Schedule 13G beneficial ownership report. The filing formalizes a joint reporting arrangement under Rule 13d-1(k) among Adage Capital Management, L.P., Robert Atchinson, and Phillip Gross for their Schedule 13G submission. It contains no language affecting the redemption deadline (2028-03-10), trust share value ($10), extension provisions, merger deal progress, or sponsor conduct. No amendments to shareholder redemption mechanics, trust distribution procedures, or SPAC timeline triggers are disclosed. Why it matters: This document serves as a standard regulatory compliance exhibit confirming shared filing responsibility without altering SHOT’s corporate structure or redemption framework. It attributes no claims, forecasts, or operational updates to SHOT’s management, the sponsor group, or external advisors; all statements originate exclusively from the filers’ representatives acknowledging mutual responsibility for timely submissions and independent liability for individual information accuracy. The excerpt discloses no share quantities, transaction values, target search status, customer engagements, revenue metrics, technology roadmaps, strategic partnerships, litigation exposure, or personnel shifts. Investors tracking the SPAC’s lifecycle calendar or capital preservation will find no mechanism adjustments in this filing, though subsequent Schedule 13G/GS/A amendments may reveal changes in beneficial ownership concentration once full position disclosures are released.
What changed: Form 8-K Current Report with attached Exhibit 99.1 Press Release announcing the separate trading of ordinary shares and rights. According to the press release filed as Exhibit 99.1, RMG ML Sports Holdings announced that holders of units from its IPO completed on June 11, 2026 may elect to separately trade Class A ordinary shares (symbol SHOT) and one-eighth (1/8) acquisition rights (symbol SHOTR) commencing on or about July 17, 2026. Unseparated units will continue trading under symbol SHOTU. The document notes the registration statement was declared effective on June 9, 2026, and instructs holders to have brokers contact Continental Stock Transfer & Trust Company to effect the separation. The press release outlines the company’s stated strategy to target opportunities in the global sports industry, entertainment, eSports, gaming, music publishing, and real estate development focused on stadiums and venues. No adjustments to the redemption calendar, trust account status, extension mechanics, or sponsor governance terms were disclosed. Why it matters: This is a routine administrative filing confirming the transition from bundled units to separable equity and fractional acquisition rights following the completion of the initial public offering. It does not alter the March 10, 2028 deadline for completing a business combination or triggering liquidation, nor does it introduce new redemption triggers, changes to trust mechanics, or modifications to sponsor conduct. Investors now have independent trading vehicles for the underlying shares and rights, but the search-phase obligations and capital structure remain identical to the prospectus terms until a merger target is identified.
What changed: A Current Report on Form 8-K disclosing the consummation of an initial public offering, the completion of a sponsor private placement, the partial exercise of an over-allotment option, trust account funding adjustments, and attached audited and unaudited pro forma financial statements. Per the registrant’s Item 8.01 and Note 1, management consummated an initial public offering on June 11, 2026, selling 20,000,000 units at $10.00 per unit for $200,000,000 in gross proceeds. Simultaneously, the sponsor purchased 210,000 private placement units at $10.00 per unit for $2,100,000. Management deposited $200,000,000 into a U.S.-based trust account administered by Continental Stock Transfer & Trust Company. Note 10 and Exhibit 99.2 disclose that on June 15, 2026, underwriters partially exercised their over-allotment option for 1,650,000 units, directing an additional $16,500,000 into the trust account and raising the total trust balance to $216,500,000. On June 16, 2026, underwriters declined the remaining option, causing the sponsor to forfeit 450,000 Class B ordinary shares; management confirmed the sponsor retains 7,666,667 founder shares. The registrant recorded increased contingent obligations of $6,495,000 in deferred underwriting discounts and a $6,495,000 advisory fee payable. Management explicitly stated that, as of June 11, 2026, no specific business combination target had been selected and no substantive discussions had been initiated. The company’s designated Completion Window spans 21 months from the IPO closing. Each unit contains one Class A ordinary share and one right convertible to one-eighth of a Class A ordinary share upon a business combination. Shareholders hold a redemption right exercisable at a per-share price calculated as the trust account’s aggregate deposit divided by then-issued public shares, adjusted for taxes payable and up to $100,000 of interest for liquidation costs if the company fails to close a deal. Why it matters: The finalized trust balance of $216,500,000 locks in the capital reserve and sets the explicit redemption baseline for public investors, while the underwriters’ partial exercise definitively fixes the public share count and permanently erodes founder equity via the 450,000-share forfeiture, directly impacting post-deal dilution mechanics. The accruals of $6,495,000 in deferred underwriting commissions and a matching $6,495,000 advisory fee create a fixed deduction from trust proceeds that will flow to intermediaries upon a successful business combination. Because management confirms the entity remains strictly in a search phase with zero identified targets and no active negotiations, the filing confirms that public capital sits idle against the 21-month completion horizon, preserving full execution and timeline risk without near-term valuation or merger catalysts.
What changed: Routine compliance exhibit: a Schedule 13G beneficial ownership report that enumerates five Sculptor Capital-affiliated entities as reporting holders. According to the filing text, the document solely lists Sculptor Capital LP, Sculptor Capital II LP, Sculptor Capital Holding Corp, Sculptor Capital Holding II LLC, Sculptor Capital Management, Inc., and Sculptor Master Fund, Ltd. without attaching share quantities, acquisition dates, percentage of issuance, or stated investment purposes. Per the explicit language in the submission, it contains zero references to SHOT’s redemption calendar, per-share trust balance, extension voting procedures, business combination trajectory, or sponsor behavior. Why it matters: Because the filing omits all numerical position data and strategic intent disclosures, it offers no actionable signal regarding whether these Sculptor vehicles intend to exercise redemption rights, vote in favor of an extension past the March 2028 termination window, or influence target selection during the SEARCHING phase. For investors monitoring capital allocation, governance alignment, and dilution exposure, the absence of reported figures and mechanical commentary neutralizes immediate pricing or timeline implications; tracking should pivot to subsequent amendment schedules or definitive proxy materials where these reporting persons typically quantify block sizes and outline voting parameters.
What changed: A Form 8-K Current Report, classified as a routine compliance exhibit, reporting the closing of a partial exercise of an over-allotment option tied to the company’s newly completed initial public offering, accompanied by Exhibit 99.1, a press release dated June 15, 2026. This document is a routine compliance exhibit detailing the finalization of capital raise mechanics. The registrant reports that on June 11, 2026, the underwriters partially exercised their over-allotment option for 1,650,000 Units, with the closing of those additional units occurring on June 15, 2026. An additional $16,500,000 in net proceeds from the sale of the over-allotment units was placed into the trust account on June 15, 2026, raising the total trust account balance to $216,500,000. Following this exercise, the total Units sold in the public offering increased to 21,650,000, generating combined gross proceeds of $216,500,000 at the $10.00 per Unit offering price. Each Unit consists of one Class A ordinary share and one right to receive one-eighth (1/8) of one Ordinary Share upon the consummation of the Company’s initial business combination. Units began trading on the Nasdaq Global Market under the ticker symbol SHOTU on June 10, 2026, with Class A ordinary shares (SHOT) and rights (SHOTR) expected to trade separately. Santander US Capital Markets LLC served as sole book-running manager. Regarding corporate substance, the press release, authored and distributed by the Company under the leadership of Chief Executive Officer James Carpenter and President and Chief Financial Officer Douglas Horlick, states that the management team intends to capitalize on its investment and operational experience and its affiliation with Riverside Management Group. The firm publicly outlines its strategy to target opportunities in the global sports industry and adjacent sectors, specifically naming entertainment, eSports, gaming, music publishing, and real estate development focused on stadiums and venues. Why it matters: The filing definitively establishes the post-over-allotment trust value at $216,500,000, setting the exact cash base that will dictate per-share redemption floors and financing capacity for any subsequent de-SPAC transaction. Finalizing the public equity count at 21,650,000 units closes the capital-raising window, fixing the denominator for all pending dilution analysis, right conversions, and sponsor promote allocations ahead of a business combination vote. By formally recording the trust deposit and announcing the over-allotment closure, the company completes its transition from the liquidity-build phase to the active acquisition-search phase, leaving the existing March 10, 2028 termination deadline intact and confirming that no amendment, extension vote, or trust re-seeding is triggered by this filing.
What changed: Form 424B4 prospectus for the initial public offering of RMG ML Sports Holdings, incorporated as a Cayman Islands exempted blank check company. Why it matters: Defines the structural economics and conflict landscape preceding any target announcement. The prospectus discloses that Chief Executive Officer James Carpenter, President/CFO Douglas Horlick, Non-Executive Chairman Paul Grinberg, and Board Advisor Jaime W. Vieser occupy director or officer positions across ten prior SPACs (RMG I, II, III, IV, V, VI, VII; Social Leverage Acquisition Corp I; Mountain Lake Acquisition Corp; Mountain Lake Acquisition Corp II), creating material fiduciary conflicts where viable merger opportunities must first be presented to those affiliated entities.
What changed: Form 8-K filing by RMG ML Sports Holdings (the Company) reporting the consummation of its initial public offering (IPO), including the entry into material definitive agreements related to the IPO, the sale of private placement units, changes to its board of directors, and the adoption of amended governing documents. The Company completed its IPO of 20,000,000 units at $10.00 per unit, generating $200,000,000 in gross proceeds. Simultaneously, it sold 210,000 private placement units to the Sponsor for $2,100,000. Net proceeds of $189,100,000 were deposited into a trust account. The trust value per unit is $8.455 (calculated per document: $189,100,000 / 20,000,000 public units = $9.455; trust plus sponsor proceeds: $189,100,000 + $2,100,000 = $191,200,000; $191,200,000 / 20,000,000 public units = $9.56; adjusted for deferred underwriting of $6,000,000 / 20,000,000 = $0.30, trust per unit = $9.56 - $0.30 = $9.26; note: the document states $189,100,000 of net proceeds includes $250,000 underwriting commission and $6,000,000 deferred underwriting. The trust per share is effectively $9.455 before any interest. The deadline for a business combination is 21 months from the closing (June 9, 2026), or approximately March 9, 2028, subject to extensions. The board was expanded with the appointment of Keith Wyness and Robert Warfield, and committees were formed. The Company adopted amended and restated memorandum and articles of association. Why it matters: This filing marks the creation of a new SPAC with a trust of approximately $189.1 million, targeting the global sports industry. The IPO was led by Santander. The Sponsor acquired 210,000 private placement units for $2.1 million. The 21-month deadline for a business combination is March 2028. The board is now composed of James Carpenter, Douglas Horlick, Paul Grinberg, Keith Wyness, and Robert Warfield, with Grinberg, Wyness, and Warfield being independent directors. The Company has not yet selected a target. The press release indicates a focus on sports, entertainment, eSports, gaming, music publishing, and stadium/venue real estate.
What changed: A Form 3 initial statement of beneficial ownership (insider ownership report) filed by RMG ML Sports Holdings director Keith Wyness. Director Keith Wyness self-reported holding zero non-derivative securities and executing zero non-derivative transactions. The filing contains no data regarding trust account balances, redemption thresholds, extension approvals, target identification progress, or sponsor capital deployment. Why it matters: Because the report discloses no shares, cost bases, or sale proceeds, it cannot be used to infer sponsor alignment, trust sufficiency requirements, or insider confidence ahead of the stated liquidation horizon. It provides no customer demographics, revenue forecasts, addressable market sizing, technology milestones, partnership terms, executive transitions, or regulatory/litigation developments. As a zero-position administrative entry, it leaves all pre-existing SPAC mechanics, search timelines, and redemption windows entirely unchanged.
What changed: A routine compliance registration exhibit (Form 8-A) filing to register specific classes of securities for listing under Section 12(b) of the Exchange Act. The registrant formally registered three security classes for The Nasdaq Stock Market LLC: units (each consisting of one Class A ordinary share and one right to receive one-eighth of one Class A ordinary share), standalone Class A ordinary shares (par value $0.0001 per share), and standalone fractional purchase rights (each entitling the holder to one-eighth of one Class A ordinary share). Why it matters: The filing completes the administrative step required to list the SPAC’s combined equity and derivative structure on Nasdaq following the effectiveness of the initial S-1. For investors tracking capital return and corporate action timelines, the registration confirms the exact unit composition and fractional rights that will trade publicly, but introduces no alterations to the redemption calendar, trust distribution rules, or merger trajectory.
What changed: Form 3 — initial statement of beneficial ownership of securities. Filed on 2026-06-09, the submission by director Paul Grinberg states he reported no non-derivative transactions or holdings for RMG ML Sports Holdings. This confirms the reporting director did not acquire, dispose of, or hold any equity during the disclosure window. Why it matters: Because the filing explicitly attributes zero share movement to Grinberg, there is no adjustment to the 2028-03-10 redemption deadline, the $10 trust per share, or holder redemption mechanics. As stated directly in the record, the absence of insider accumulation in a SEARCHING-phase SPAC does not signal imminent target selection, sponsor capital deployment, or timeline negotiations. The document contains no assertions regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or executive commentary; as filed, all information originates exclusively from the automated issuer and reporting person identifiers. While routine compliance exhibits typically carry minimal weight for redemption calendars, this entry definitively maps current insider neutrality and eliminates potential dilution assumptions ahead of any future de-SPAC announcement.
What changed: Form 3 — insider ownership report [0001213900-26-066962] filed for RMG ML Sports Holdings, identifying director and Chief Executive Officer David James Carpenter as the reporting person. The filing explicitly states there were no non-derivative transactions or holdings reported for the executive. Consequently, no insider share purchases or sales occurred that would affect trust account drawdowns, shareholder redemption calculus, or extension voting thresholds ahead of the stated deadline. Why it matters: For investors tracking sponsor conduct and deal progress, the absence of equity movement by the CEO and director provides no behavioral signal regarding target identification success, financing readiness, or imminent liquidation planning. Without executive trading data to corroborate valuation or timing assumptions, the redemption mechanics and trust distribution schedule remain entirely passive, awaiting formal business combination filings or board-approved extension resolutions.
What changed: a routine compliance exhibit and SEC Form 3 initial statement of beneficial ownership. The filing discloses that Horlick Douglas, identified as director, CFO and President, holds an indirect position of 210,000 shares. The text does not alter trust account mechanics, trigger extension procedures, update redemption scheduling, or confirm merger advancement. Why it matters: As a standard insider ownership registration, the report establishes baseline equity placement without modifying shareholder liquidity parameters or deal timelines. The document contains no assertions regarding customer contracts, revenue metrics, addressable market size, corporate strategy, technological capabilities, partnership arrangements, litigation matters, or executive departures beyond the listed titles. Because it offers no actionable data on business combination execution or sponsor behavior relative to trust preservation, it does not impact the redemption calendar or warrant positional adjustment for investors tracking deal progress.
What changed: Form 3 — Insider Ownership Report. This regulatory filing serves as an initial statement of beneficial ownership. It identifies Robert Griffith Warfield as a director of RMG ML Sports Holdings and explicitly states "No non-derivative transactions or holdings reported," meaning the submission records no share purchases, sales, derivative exercises, or pre-existing block positions. Why it matters: Regarding SPAC mechanics, this filing leaves the redemption deadline, trust account conditions, extension status, and target-search trajectory entirely unaltered. Because the report documents zero insider equity movements, it supplies no directional signal regarding sponsor capital deployment, management alignment, or anticipated secondary-market activity ahead of the March 10, 2028 deadline. The document contains no substantive claims about prospective business combinations, customer contracts, revenue metrics, addressable markets, strategic technology, partnership frameworks, litigation posture, or executive staffing; it functions strictly as a routine compliance exhibit that updates the SEC’s ownership ledger without shifting investor redemption calculus or deal timelines.
What changed: Form 3 – insider ownership report. This filing is an initial statement of beneficial ownership documenting that RMG ML Sports Holdings Sponsor LLC holds 210,000 shares directly, and identifies the sponsor as a 10% owner. Regarding SPAC mechanics, the submission records zero changes to the trust balance, redemption calendar, extension provisions, or deal progress; the existing timeline remains unaltered. As for other substance, the document contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel movements—only the static registration of existing direct shareholding. Why it matters: Investors tracking a SEARCHING-period SPAC monitor Form 3 filings to verify sponsor skin-in-the-game and baseline equity structure prior to any announced target. Because this report captures a fixed holding of 210,000 shares with no subsequent transfers or pledges documented by the filer, it indicates the sponsor has not adjusted its foundational stake through this submission. This absence of mechanical change or strategic disclosure means the trust arrangements and redemption timeline proceed on their original schedule, requiring investors to await subsequent filings for any updates on deal progress or corporate action.
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. Why it matters: This is the registration statement for a new SPAC IPO. The document establishes the core investment terms: trust value of $200M, a 21-month deadline to complete a business combination (extendable with shareholder approval up to 36 months), and public-shareholder redemption rights at a per-share price equal to trust proceeds. The sponsor's nominal cost basis ($0.003 per founder share) creates a substantial potential profit even if the target underperforms, representing a material conflict of interest. The forfeiture of over 2 million founder shares reduces initial insider ownership dilution. The updated financials show the company has minimal cash and needs the IPO to continue as a going concern. The disclosure on risks related to the Investment Company Act and the SEC's new SPAC rules is significant for assessing the viability of the trust structure.
What changed: S-1 registration statement for an initial public offering — essentially a blank check company IPO prospectus for RMG ML Sports Holdings. This is the initial filing of the S-1; no prior registration exists for this issuer. It sets forth the proposed terms of the offering: $261 million IPO of 26.1 million units at $10.00 per unit (plus over-allotment option of 3.915 million units), each unit consisting of one Class A ordinary share and one right (1/10 of a share upon a business combination). Why it matters: This S-1 establishes the core mechanics for investors to track: The trust per-share value is $10.00. The deadline to complete a business combination is 24 months from the closing of this offering (approximately February-March 2028), with a permitted extension up to 36 months, subject to shareholder vote and redemption rights. The document provides extensive detail on sponsor conduct, including the sponsor's nominal investment ($0.002 per founder share), potential conflicts of interest, and the structure of founder shares which include anti-dilution protections that could cause material dilution to public shareholders. The filing is a required first step toward listing on Nasdaq under the symbols SHOTU (units), SHOT (ordinary shares), and SHOTR (rights).
What changed: A confidential draft Form S-1 registration statement and preliminary prospectus for RMG ML Sports Holdings’ initial public offering of blank check securities. The filing establishes the initial operational mechanics rather than amending existing parameters. The board retains a 24-month completion window from closing, with management representing it does not expect to extend beyond 36 months from closing. Shareholders voting for an extension receive a redemption right at the per-share trust amount. Why it matters: These structural mechanics directly govern the liquidation timeline, redemption economics, and sponsor profitability thresholds, creating asymmetric incentives where the sponsor’s nominal $0.002 founder share cost and guaranteed 25% retention mathematically produce substantial dilution to public investors. Management acknowledges this dilution could yield public losses even if the combined entity trades below $10.00 per share.
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.