SPACCircle Acquisition Corp. filed a Form 8-K on November 3, 2026, disclosing the consummation of its initial public offering on October 28, 2026, and related private placement and trust account details.

Key Highlights

  • IPO size: 10,000,000 units were sold at $10.00 per unit, generating gross proceeds of $100,000,000.
  • Private placement: Sponsor SPACCircle Sponsor LLC purchased 266,590 private placement units at $10.00 each, generating gross proceeds of $2,665,900.
  • Trust account: $100,500,000, or $10.05 per unit, was placed in a U.S.-based trust account maintained by Equiniti Trust Company, LLC as trustee, including $4,000,000 in deferred underwriting commissions.
  • Over-allotment not exercised: On November 2, 2026, underwriters informed the company the over-allotment option would not be exercised, resulting in forfeiture and cancellation of 750,000 Class B ordinary shares held by the Sponsor.
  • Unit composition: Each unit consists of one Class A ordinary share (par value $0.0001), one redeemable warrant exercisable at $11.50 per share, and one right to receive one-half of one Class A ordinary share upon the initial business combination.
  • Shareholder ownership maintained: The forfeiture of Class B shares was described as preserving initial shareholders' ownership of approximately 33% of issued and outstanding ordinary shares, excluding private placement units held by the Sponsor.

SPACCircle Acquisition Corp. IPO Closing and Trust Account Formation

According to the filing, SPACCircle Acquisition Corp. (NASDAQ:SCQC) completed its initial public offering on October 28, 2026, selling 10,000,000 units at $10.00 per unit for gross proceeds of $100,000,000. Each unit entitles holders to one Class A ordinary share, one redeemable warrant to purchase one Class A ordinary share at $11.50, and one right to receive one-half of one Class A ordinary share upon consummation of the company's initial business combination.

Simultaneously with the IPO closing, the company disclosed it completed a private placement to its sponsor, SPACCircle Sponsor LLC, of 266,590 units at $10.00 per unit, generating gross proceeds of $2,665,900. The company reported that $100,500,000 in aggregate, equal to $10.05 per unit, was deposited into a U.S.-based trust account held by Equiniti Trust Company, LLC as trustee. The filing notes this amount includes $4,000,000 in deferred underwriting commissions payable solely on amounts remaining in the trust account following shareholder redemptions connected to the initial business combination.

The filing further disclosed that on November 2, 2026, the IPO underwriters notified the company that they would not exercise the over-allotment option. As a result, the Sponsor forfeited 750,000 Class B ordinary shares, which were cancelled by the company, so that initial shareholders would maintain ownership of approximately 33% of issued and outstanding ordinary shares, excluding private placement units held by the Sponsor. An audited balance sheet as of October 28, 2026, reflecting IPO and private placement proceeds, was included as Exhibit 99.1 to the report.

What Was Disclosed

The Form 8-K reported the closing of SPACCircle Acquisition Corp.'s IPO, the concurrent private placement to its sponsor, the deposit of $100,500,000 into a trust account, and the cancellation of 750,000 Class B ordinary shares after the over-allotment option was not exercised.