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BCS

Beneficial Ownership Report · SCHEDULE 13G

Catalyst Acquisition Corp.

CATLNASDAQEQUITYCurrent

Beneficial Ownership Report

Filed Nov 12, 2026Accepted Nov 12, 2026, 9:06 AM ESTFiling CIK 2104391Accession 0000919574-26-007571
Share

Structured filing — SCHEDULE 13G

primary_doc.xml

Open full document ↗

Subject company

Company
Catalyst Acquisition Corp.
Company CIK
0002104391
Street
1007 OCEAN AVENUE UNIT 401
City
SANTA MONICA
State / country code
CA
Postal code
90403

Statement details

Security class
Class A Ordinary Shares, par value $0.0001 per share
Event date
09/30/2026
Rule designation
Rule 13d-1(b)

Reporting person 1

Name
Adage Capital Management, L.P.
Citizenship / organization
DE
Reporting person type
IA · PN
Aggregate amount owned
1,800,000.00
Percent of class
8.40
Sole voting power
0.00
Shared voting power
1,800,000.00
Sole dispositive power
0.00
Shared dispositive power
1,800,000.00
Aggregate excludes certain shares
N

Reporting person 2

Name
Robert Atchinson
Citizenship / organization
X1
Reporting person type
HC · IN
Aggregate amount owned
1,800,000.00
Percent of class
8.40
Sole voting power
0.00
Shared voting power
1,800,000.00
Sole dispositive power
0.00
Shared dispositive power
1,800,000.00
Aggregate excludes certain shares
N

Reporting person 3

Name
Phillip Gross
Citizenship / organization
X1
Reporting person type
HC · IN
Aggregate amount owned
1,800,000.00
Percent of class
8.40
Sole voting power
0.00
Shared voting power
1,800,000.00
Sole dispositive power
0.00
Shared dispositive power
1,800,000.00
Aggregate excludes certain shares
N

Item 1

Issuer

Catalyst Acquisition Corp.

Principal executive office address

1007 Ocean Avenue Unit 501, Santa Monica, CA 90403

Item 2

Citizenship

ACM is a limited partnership organized under the laws of the State of Delaware. Messrs. Gross and Atchinson are citizens of the United States.

Filing person

This statement is filed by: (i) Adage Capital Management, L.P., a Delaware limited partnership ("ACM"), as the investment manager of Adage Capital Partners, L.P., a Delaware limited partnership ("ACP"), with respect to the Class A ordinary shares, par value $0.0001 per share ("Class A Ordinary Shares") of Catalyst Acquisition Corp., a Cayman Islands exempted Company (the "Company"), directly held by ACP; (ii) Robert Atchinson ("Mr. Atchinson"), as (1) managing member of Adage Capital Advisors, L.L.C., a limited liability company organized under the laws of the State of Delaware ("ACA"), managing member of Adage Capital Partners GP, L.L.C., a limited liability company organized under the laws of the State of Delaware ("ACPGP"), general partner of ACP and (2) managing member of Adage Capital Partners, L.L.C., a Delaware limited liability company ("ACPLLC"), general partner of ACM, with respect to the Class A Ordinary Shares directly held by ACP; and (iii) Phillip Gross ("Mr. Gross"), as (1) managing member of ACA, managing member of ACPGP and (2) managing member of ACPLLC, general partner of ACM, with respect to the Class A Ordinary Shares directly held by ACP. The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. The filing of this statement should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the securities reported herein.

Principal business or residence address

The address of the business office of each of the Reporting Persons is 200 Clarendon Street, 52nd Floor, Boston, Massachusetts 02116.

Item 3

Not applicable indication

N

Type of filing person

IA · HC

Item 4

Percent of class

8.40%

Amount beneficially owned

The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference. The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 21,420,000 Class A Ordinary Shares outstanding as of September 10, 2026, as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026, filed with the Securities and Exchange Commission on September 10, 2026.

Sole voting power

The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.

Shared voting power

The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.

Sole dispositive power

The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.

Shared dispositive power

The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.

Item 5

Not applicable indication

Y

Item 6

Not applicable indication

N

Ownership on behalf of another person

See Item 2(a).

Item 7

Not applicable indication

N

Subsidiaries

See Item 2(a) and Item 3.

Item 8

Not applicable indication

Y

Item 9

Not applicable indication

Y

Item 10

Not applicable indication

N

Certifications

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

Exhibits

Exhibit 99.1: Joint Filing Agreement

Signature 1

Reporting person
Adage Capital Management, L.P.
Signed
/s/ Robert Atchinson
Title
By: Adage Capital Partners, L.L.C., its General Partner, By: Robert Atchinson, its Managing Member
Date
11/12/2026

Signature 2

Reporting person
Robert Atchinson
Signed
/s/ Robert Atchinson
Title
Robert Atchinson, individually
Date
11/12/2026

Signature 3

Reporting person
Phillip Gross
Signed
/s/ Phillip Gross
Title
Phillip Gross, individually
Date
11/12/2026

Filed exhibits

Company context

We are a newly incorporated blank check company incorporated on October 22, 2025 as a Cayman Islands exempted company with limited liability for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not identified any potential business combination target, and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination target.

Current securities

Recent company filings

  1. SCHEDULE 13G/A - filed by MILLENNIUM MANAGEMENT LLC regarding Catalyst Acquisition Corp.Nov 2, 2026
  2. Other EventsSep 15, 2026
  3. 4 filingSep 14, 2026
  4. 10-Q filingSep 10, 2026
  5. SCHEDULE 13D - filed by Catalyst Sponsor LLC regarding Catalyst Acquisition Corp.Aug 5, 2026

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