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
Date of Report (Date of earliest event
reported): November 12, 2025 (
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
(Address of principal executive offices, including zip code)
Tel: (
Registrant’s telephone number, including area code:
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The Stock Market, LLC | ||||
| The Stock Market, LLC | ||||
| The Stock Market, LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
.
Item 1.01. Entry into a Material Definitive Agreement.
On November 10, 2025, the registration statement (File No. 333-289152), as amended (the “Registration Statement”), relating to the initial public offering (“IPO”) of Evolution Global Acquisition Corp (the “Company”) became effective by the Securities and Exchange Commission (the “Commission”).
On November 12, 2025, the Company consummated the IPO, which consisted of 24,000,000 units (the “Units”), including the exercise in full by the underwriter of its option to purchase up to an additional 3,000,000 Units at the offering price to cover over-allotments. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (“Class A Shares”), and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $240,000,000.
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- 289152) related to the IPO:
| ● | An Underwriting Agreement (the “Underwriting Agreement”), dated November 10, 2025, between the Company and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (“CCM”) as representatives of the several underwriters, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference. |
| ● | A Warrant Agreement, dated November 10, 2025, by and between the Company and Continental Stock Transfer & Trust Company (“CST”), as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference. | |
| ● | A Registration Rights Agreement, dated November 10, 2025, by and among the Company and certain security holders, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference. | |
| ● | A Letter Agreement, dated November 10, 2025, by and among the Company, its officers, its directors and the Company’s sponsor, Evolution Sponsor Holdings LLC (the “Sponsor”), a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference. |
| ● | An Investment Management Trust Agreement, dated November 10, 2025, by and between the Company and CST, as trustee, a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference. |
| ● | A Private Placement Warrant Purchase Agreement, dated November 10, 2025 (the “Sponsor Warrant Purchase Agreement”), by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference. | |
| ● | A Private Placement Warrant Purchase Agreement, dated November 10, 2025 (the “CCM Warrant Purchase Agreement”), by and between the Company and CCM, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference. | |
| ● | A Private Placement Warrant Purchase Agreement, dated November 10, 2025 (the “Clear Street Warrant Purchase Agreement”), by and between the Company and Clear Street, LLC, a copy of which is attached as Exhibit 10.6 hereto and incorporated herein by reference. | |
| ● | An Advisory Agreement, dated November 10, 2025 (the “Advisory Agreement”), by and between the Company and Evolution Capital Pty Ltd, a copy of which is attached as Exhibit 10.7 hereto and incorporated herein by reference |
1
Item 3.02. Unregistered Sales of Equity Securities.
Simultaneously with the closing of the IPO, the Company completed the private sale of an aggregate of 6,800,000 private placement warrants (the “Private Warrants ”), at a purchase price of $1.00 per Private Warrant, of which 4,400,000 Private Warrants were sold to the Sponsor and 2,400,000 Private Warrants were sold to CCM and Clear Street, LLC (2,280,000 and 120,000, respectively) generating gross proceeds to the Company of $6,8,000,000. The issuance of the Private Warrants were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.
On November 10, 2025, in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association. The Amended and Restated Memorandum and Articles of Association is filed herewith as Exhibit 3.1 and is incorporated by reference herein.
Item 8.01. Other Events.
A total of $240,000,000 was 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 held in the trust account that may be released to the Company to pay its taxes, 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 any of the Company’s public shares properly submitted in connection with a shareholder vote to amend the Company’s Second Amended and Restated Memorandum and Articles of Association (a) to modify the substance or timing of its obligation to redeem 100% of the Company’s public shares if it does not complete its initial business combination within 24 months (the “Combination Period”) from the closing of the IPO or (b) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity and (iii) the redemption of the Company’s public shares if it is unable to complete its initial business combination within the Combination Period, subject to applicable law.
On November 10, 2025, 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.
2
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed herewith:
3
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.
| EVOLUTION GLOBAL ACQUISITION CORP | |||
| By: | /s/ Stephen Silver | ||
| Name: | Stephen Silver | ||
| Title: | Chief Executive Officer | ||
| Dated: November 12, 2025 | |||
4