A Statement of Changes in Beneficial Ownership was filed on November 4, 2026, disclosing that SPACCircle Sponsor LLC surrendered 750,000 Class B ordinary shares of SPACCircle Acquisition Corp. to the issuer for no consideration, following the underwriters' forfeiture of the over-allotment option in connection with the company's initial public offering.

Key Highlights

  • Surrender date: The transaction occurred on November 2, 2026, with the filing submitted on November 4, 2026.
  • Shares forfeited: SPACCircle Sponsor LLC surrendered 750,000 Class B ordinary shares to the issuer for no consideration.
  • Trigger: The surrender was a direct result of the underwriters' forfeiture of the over-allotment option in the initial public offering.
  • Remaining beneficial ownership: Following the transaction, 5,000,000 Class A ordinary shares are reported as beneficially owned indirectly.
  • Conversion feature: According to the filing, Class B ordinary shares automatically convert into Class A ordinary shares on a one-for-one basis at the time of an initial business combination, or earlier at the holder's option, subject to certain adjustments, with no consideration payable upon conversion.
  • Reporting persons: The filing was made jointly by Soumen Das (director and 10% owner), Miteshkumar Patel (10% owner), SPACCircle Sponsor LLC, and SPACCatalyst LLC.

Sponsor Share Surrender Tied to SPACCircle Acquisition Corp. IPO Over-Allotment Lapse

SPACCircle Acquisition Corp., traded on NASDAQ:SCQCU, is a special purpose acquisition company organized to pursue an initial business combination. The filing reports a transaction by SPACCircle Sponsor LLC, the company's sponsor entity, which surrendered 750,000 Class B ordinary shares to the issuer for no consideration on November 2, 2026. According to the filing, this surrender was directly tied to the underwriters' forfeiture of the over-allotment option that had been available in connection with the issuer's initial public offering.

The filing identifies Soumen Das and Miteshkumar Patel as the managing members of SPACCatalyst LLC, which itself serves as the managing member of SPACCircle Sponsor LLC. As a result of this structure, both Das and Patel are described as possessing deemed beneficial ownership of the securities held directly by the Sponsor, though each "disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have therein, directly or indirectly," according to the filing's explanation of responses.

The filing references SPACCircle Acquisition Corp.'s registration statement on Form S-1 (File No. 333-298956) for the description of the Class B ordinary shares, noting that these shares carry no expiration date and will convert into Class A ordinary shares on a one-for-one basis either at the time of the issuer's initial business combination or, at the holder's option, at any time prior, subject to certain adjustments. Following the reported surrender, the filing discloses 5,000,000 Class A ordinary shares as indirectly beneficially owned. The transaction code recorded for the derivative security table entry is "J," and no price was paid or received in connection with the surrender.

What Was Disclosed

The filing disclosed that SPACCircle Sponsor LLC surrendered 750,000 Class B ordinary shares to SPACCircle Acquisition Corp. for no consideration on November 2, 2026, following the underwriters' forfeiture of the over-allotment option, with 5,000,000 Class A ordinary shares remaining as indirectly beneficially owned afterward.