UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 1.01. Entry into Material Definitive Agreement.
On May 18, 2026, Amanat Acquisition Corp (the “Company”) consummated its initial public offering (the “IPO”) of 7,500,000 Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”). The Class A Ordinary Shares were sold at a price of $10.00 per share, generating gross proceeds to the Company of $75,000,000. The Company has granted the underwriter a 45-day option to purchase up to 1,125,000 additional Class A Ordinary Shares at the initial public offering price, less underwriting discounts and commissions, to cover over-allotments, if any.
In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s Registration Statement on Form S-1 (File No. 333- 295170) for the IPO, originally filed with the U.S. Securities and Exchange Commission (the “Commission”) on April 17, 2026 (as amended, the “Registration Statement”):
| ● | An Underwriting Agreement, dated May 18, 2026, between the Company and Leerink Partners LLC, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference. |
| ● | A Letter Agreement, dated May 18, 2026 (“Letter Agreement”), among the Company, the Company’s sponsor, Amanat Sponsor Holdings LLC (the “Sponsor”) and each of the officers and directors of the Company, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference. |
| ● | An Investment Management Trust Agreement, dated May 18, 2026, between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference. |
| ● | A Registration Rights Agreement, dated May 18, 2026, among the Company, the Sponsor and the Holders signatory thereto, a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference. |
| ● | A Private Placement Shares Purchase Agreement, dated May 18, 2026 (the “Private Placement Shares Purchase Agreement”), between the Company and the Sponsor, a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference. |
| ● | An Administrative Services and Indemnification Agreement, dated May 18, 2026, between the Company and the Sponsor, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference. |
| ● | Indemnity Agreements, each dated May 18, 2026 (each, an “Indemnity Agreement”), between the Company and each of its officers and directors, substantially in the form attached hereto as Exhibit 10.6. |
The material terms of such agreements are fully described in the Company’s final prospectus, dated May 18, 2026, as filed with the Commission on May 20, 2026 (the “Prospectus”) and are incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
Simultaneously with the closing of the IPO, pursuant to the Private Placement Shares Purchase Agreement, the Company completed the private sale of 300,000 Class A Ordinary Shares (the “Private Placement Shares”) at a purchase price of $10.00 per Private Placement Share, to the Sponsor, generating gross proceeds to the Company of $3,000,000. The Private Placement Shares are identical to the Class A Ordinary Shares sold in the IPO, except that, so long as they are held by the Sponsor and its permitted transferees: (i) they may not, subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the completion of a business combination and (ii) they are entitled to registration rights.
In addition, the Sponsor has agreed to waive its redemption rights with respect to the Private Placement Shares in connection with (i) the consummation of the Company’s initial business combination, or (ii) a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association to modify the substance or timing of the Company’s obligation to redeem 100% of the Class A Ordinary Shares sold in the IPO if the Company has not consummated a business combination within 24 months of the closing of the IPO (or such other time period pursuant to an amendment to the Amended Charter (as defined below)) or with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity.
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 18, 2026, in connection with the IPO, Ms. Rakhi Kumar, Mr. Brad Middlekauff, and Mr. Patrick Crutcher (the “Directors”) were appointed to the board of directors of the Company (the “Board”). The Directors are independent directors. Effective May 18, 2026, the Directors were also appointed to the Board’s (i) Audit Committee, with Ms. Kumar serving as chair of the Audit Committee, (ii) Compensation Committee, with Mr. Middlekauff serving as chair of the Compensation Committee and (iii) Nominating and Corporate Governance Committee, with Mr. Crutcher serving as chair of the Nominating and Corporate Governance Committee.
In connection with their appointments to the Board, each Director entered into the Letter Agreement as well as an Indemnity Agreement with the Company.
Other than the foregoing, none of the Directors are party to any arrangement or understanding with any person pursuant to which they were appointed as directors, nor are they party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.
The foregoing descriptions of the Letter Agreement and the form of indemnity agreement do not purport to be complete and are qualified in their entireties by reference to the Letter Agreement and form of indemnity agreement, copies of which are attached as Exhibits 10.1 and 10.6 hereto, respectively, and are incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On May 18, 2026, in connection with the IPO, the Company filed its amended and restated memorandum and articles of association (the “Amended Charter”) with the Cayman Islands General Registry, effective the same day. The terms of the Amended Charter are set forth in the Registration Statement on pages 151 to 153 and are incorporated herein by reference. A copy of the Amended Charter is attached as Exhibit 3.1 hereto and incorporated herein by reference.
Item 8.01. Other Events.
A total of $75,000,000 comprised of the net proceeds from the IPO and the sale of the Private Placement Shares were placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds in the trust account that may be released to the Company to pay its taxes and up to $100,000 of interest to pay dissolution expenses, the funds held in the trust account will not be released from the trust account until the earliest of (i) the completion of the Company’s initial business combination, (ii) the redemption of the Class A Ordinary Shares sold in the IPO (the “public shares”) if the Company is unable to complete its initial business combination within 24 months from the closing of the IPO, subject to applicable law or (iii) the redemption of any of the Company’s public shares properly tendered in connection with a shareholder vote to amend the Amended Charter (A) to modify the substance or timing of its obligation to allow redemption in connection with the Company’s initial business combination or to redeem 100% of the Company’s public shares if it does not complete its initial business combination within 24 months from the closing of the IPO or (B) with respect to any other provision relating to shareholders’ rights or pre-business combination activity.
On May 19, 2026, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
EXHIBIT INDEX
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Amanat Acquisition Corp | ||
| Date: May 21, 2026 | By: | /s/ Pavan Cheruvu |
| Name: | Pavan Cheruvu | |
| Title: | Chief Executive Officer | |
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