Space Asset Acquisition Corp. 8-K

What Happened

• Space Asset Acquisition Corp. announced the closing of its initial public offering (IPO) on January 29, 2026. The company sold 23,000,000 units (including a 3,000,000-unit overallotment) at $10.00 per unit, generating $230,000,000 in gross proceeds. Each Unit consists of one Class A ordinary share and one‑third of one redeemable warrant.
• The company entered into customary agreements in connection with the IPO (underwriting agreement with BTIG, LLC as representative, warrant and trust agreements with Efficiency INC., registration rights, private placement purchase agreements, a letter agreement with directors/officers, and related administrative/indemnity agreements). Press releases announcing pricing and closing were issued January 27 and January 29, 2026.

Key Details

• IPO size: 23,000,000 Units at $10.00 each; gross proceeds $230,000,000 (includes 3,000,000 over-allotment units).
• Private placement: 645,000 Private Placement Units sold at $10.00 each for $6,450,000; Sponsor bought 415,000 units and BTIG bought 230,000 units. Sale was made under Section 4(a)(2) of the Securities Act; no underwriting discounts/commissions on the private placement.
• Trust funding: $230,000,000 placed in a U.S.-based trustee account (Efficiency INC.), consisting of $225,400,000 of IPO proceeds (which includes an $8,050,000 deferred underwriter discount) and $4,600,000 of certain private placement proceeds. Funds generally are held in trust until the company completes an initial business combination, shareholders redeem in certain charter-amendment votes, or the company liquidates after 24 months.
• Board changes: On January 27, 2026, independent directors Eric Zahler, Anders Johnson and Celeste Ford were appointed. Committee roles: Johnson named Audit Committee chair; Zahler named Compensation Committee chair; all three joined the Audit Committee (Zahler and Ford also on Compensation). Each new director received 25,000 Class B ordinary shares and sponsor membership interests as compensation.

Why It Matters

• The completion of the IPO funds the SPAC’s search for a target company: $230 million is held in trust under typical SPAC terms, meaning those funds are restricted until a qualifying business combination or shareholder redemptions occur. That structure protects public investors’ cash while the SPAC pursues a deal.
• Board appointments and governance agreements matter because independent directors and formal committee roles affect oversight of any proposed merger or business combination. The private placement and sponsor compensation clarify initial sponsor economics and potential dilution before a combination.