Entry into a Material Definitive Agreement · Completion of Acquisition or Disposition of Assets · Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing · Material Modification to Rights of Security Holders · Changes in Control of Registrant · Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 1.01. Entry into a Material Definitive Agreement The information set forth the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference in its entirety. In connection with the consummation of Business Combination, the parties to the Business Combination entered into the following agreements:…
Filed Oct 7, 2026Accepted Oct 7, 2026, 4:15 PM EDTCIK 2028201Accession 0001213900-26-107578
We are a blank check company incorporated in the Cayman Islands on January 18, 2024 as an exempted company with limited liability (meaning that our public shareholders have no liability, as shareholders of our company, for the liabilities of our company over and above the amount paid for their shares). We were formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities, which we refer to as a “target business.” Our efforts to identify a prospective target business will not be limited to a particular industry or geographic location. We do not have any specific business combination under consideration and we have not (nor has anyone on our behalf), directly or indirectly, contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to such a transaction. Additionally, we have not engaged or retained any agent or other representative to identify or locate any suitable acquisition candidate, to conduct any research or take any measures, directly or indirectly, to locate or contact a target business. As a blank check company incorporated for the purpose of effecting a business combination, we have significant ties to China. Dr. Fen “Eric” Zhang, our Chief Executive Officer, who is also the sole member and sole director of our sponsor, is a Canadian citizen but currently resides in China for
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Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01. Entry into a Material Definitive
Agreement
The information set forth
the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference in its entirety. In connection with the consummation
of Business Combination, the parties to the Business Combination entered into the following agreements:
Registration Rights Agreement
Simultaneously with the Closing,
CAC, Pubco, the Sponsor, and certain other member of CAC’s board of directors and/or management team entered into an amendment and
restatement of CAC’s existing Registration Rights Agreement (the “A&R Registration Rights Agreement”). Pursuant
to the A&R Registration Rights Agreement, among other matters, Pubco assumes the registration obligations of CAC under CAC’s
existing Registration Rights Agreement, such rights apply to Pubco Shares (as defined below), and Pubco insiders, including the Sellers,
will be provided with registration rights thereunder.
The foregoing
description of the A&R Registration Rights Agreement is qualified in its entirety by reference to the full text of the A&R
Registration Rights Agreement which is included as Exhibit 10.1 to this Current Report and is incorporated herein by reference.
Acknowledgement Letters
Simultaneously with the Closing,
CAC entered into certain closing acknowledgment letter confirming the payment of certain transaction expenses at the Closing. Simultaneously
with the Closing, Pubco entered into certain PIPE closing acknowledgment letter confirming the closing of the PIPE Investment (as defined
in the definitive proxy statement/prospectus filed by CAC with the Securities and Exchange Commission on August 19, 2026, as supplemented
(the “Proxy Statement”)) occurred on October 1, 2026.
Item 2.01Item 2.01 - Completion of Acquisition
Item 2.01. Completion of Acquisition or Disposition
of Assets.
The information set forth
the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference in its entirety. On October 1, 2026, pursuant
to the Business Combination Agreement, the following transactions occurred at the effective time of the Merger (the “Effective Time”):
(a) Pubco acquired all of
the issued and outstanding ordinary shares, no par value of the Target and Class F ordinary shares of the Target in exchange for Pubco
Ordinary Shares and Class F ordinary shares, no par value, of Pubco (“Pubco Class F Shares,” collectively, with Pubco Ordinary
Shares, “Pubco Shares”), with the Target becoming a wholly owned subsidiary of Pubco and each shareholder of the Target becoming
a shareholder of Pubco; and
(b) Merger Sub merged with
and into CAC, with CAC continuing as the surviving company, as a result of which, CAC became a wholly owned subsidiary of Pubco.
As previously disclosed, in
connection with the special meeting of CAC stockholders, which special meeting was held on September 30, 2026 (the “Special Meeting”),
the public stockholders of CAC had the right to elect to redeem all or a portion of their common stock of CAC (“Public Shares”)
for a per share price calculated in accordance with the amended and restated certificate of incorporation of CAC as of the Closing. 2,515,182
Public Shares were redeemed in connection with the Special Meeting for the Business Combination.
Immediately following the
consummation of the Business Combination, on October 1, 2026, the issued share capital of Pubco consisted of 16,818,772 Pubco Ordinary
Shares and 12,997,400 Pubco Class F Shares.
The Pubco Ordinary Shares
commenced trading on Nasdaq under the ticker symbol “SAIQ” on October 2, 2026.
Item 3.01Item 3.01 - Notice of Delisting
Item 3.01. Notice of Delisting or Failure to
Satisfy a Continued Listing Rule or Standard; Transfer of Listing; Material Modification to Rights of Security Holders.
The information set forth
the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference in its entirety.
On October 1, 2026, in connection
with the consummation of the Business Combination, Pubco notified Nasdaq that the Business Combination had become effective and requested
that Nasdaq file a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), on Form 25 (the “Form 25”) to notify the SEC that CAC’s ordinary shares,
rights and units were to be delisted and deregistered under Section 12(b) of the Exchange Act. As a result of the Business Combination
having become effective, Nasdaq determined to permanently suspend trading of CAC’s ordinary shares, rights and units prior to the
opening of trading on October 2, 2026. The deregistration will become effective 10 days from the filing of the Form 25, which occurred
on October 1, 2026. CAC intends to file a Form 15 with the SEC in order to complete the deregistration of CAC’s securities under
the Exchange Act.
Item 3.03. Material Modifications to Rights
of Security Holders.
To the extent required by
Item 3.03 of Form 8-K, the disclosure set forth in Items 1.01 and 2.01 of this Current Report is incorporated by reference in this Item
3.03.
Item 5.01. Changes in Control of Registrant.
The information set forth
the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference in its entirety. To the extent required by
Item 5.01 of Form 8-K, the disclosure set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item
5.01.
Item 3.03Item 3.03 - Material Modification to Rights
Item 3.03. Material Modifications to Rights
of Security Holders.
To the extent required by
Item 3.03 of Form 8-K, the disclosure set forth in Items 1.01 and 2.01 of this Current Report is incorporated by reference in this Item
3.03.
Item 5.01Item 5.01 - Changes in Control
Item 5.01. Changes in Control of Registrant.
The information set forth
the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference in its entirety. To the extent required by
Item 5.01 of Form 8-K, the disclosure set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item
5.01.
Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth
the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference in its entirety. To the extent required by
Item 5.02 of Form 8-K, the disclosure set forth in Item 5.01 of this Current Report on Form 8-K is incorporated by reference in this Item
5.02.
In connection with the consummation
of the Business Combination, each of Fen “Eric” Zhang, Jie “Janet” Hu, Cameron R. Johnson, Kevin McKenzie and
Qian “Hebe” Xu ceased to be director and/or officers of CAC. Carlos Moreira was appointed as the sole director of CAC concurrently
with the consummation of the Business Combination.
Following the consummation
of the Business Combination, Carlos Moreira, Gwenael Rouy-Poirier, David Fergusson, Peter Ward, Cristina Dolan, Philippe D. Monnier, and
Cameron R. Johnson were appointed to serve as directors of Pubco, and the board of directors of Pubco appointed the following officers:
Carlos Moreira as Chief Executive Officer and Gwenael Rouy-Poirier as Chief Financial Officer.
Item 5.03Item 5.03 - Amendments to Articles/Bylaws
Item 5.03. Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
The information set forth
the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference in its entirety.
In connection with the consummation
of the Business Combination, at the Effective Time of the Business Combination, CAC adopted an amended and restated certificate of incorporation
which are substantially in the form as described in the Proxy Statement, in accordance with CAC becoming a wholly-owned subsidiary of
Pubco in connection with the Merger.