Activate Energy Acquisition Corp 8-K, filed Jan 26, 2026
Activate Energy Acquisition Corp. (AEAQ)
About this 8-K
Activate Energy Acquisition Corp filed this 8-K on January 26, 2026, reporting on events of January 23, 2026.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 23, 2026
Activate Energy Acquisition Corp.
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-42992 | N/A | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
71 Fort Street, PO Box 500
Grand Cayman, Cayman Islands KY1-1106
(Address of principal executive offices, including zip code)
(302) 207-9500
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 | ||
| Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant | AEAQU | The Nasdaq Stock Market LLC | ||
| Class A ordinary shares, par value $0.0001 per share | AEAQ | The Nasdaq Stock Market LLC | ||
| Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share | AEAQW | The Nasdaq 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 8.01. Other Events.
On January 23, 2026, Activate Energy Acquisition Corp. (the “Company”) announced that, commencing on January 26, 2026, the holders of units issued in its initial public offering (the “Units”), each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant (the “Warrants”) with each whole Warrant entitling the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, may elect to separately trade the Ordinary Shares and Warrants included in the Units. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. The Units not separated will continue to trade on the Global Market tier of The Nasdaq Stock Market LLC (the “Nasdaq”) under the symbol “AEAQU”. The Ordinary Shares and the Warrants will trade on the Nasdaq under the symbols “AEAQ” and “AEAQW”, respectively. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into Ordinary Shares and Warrants.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release, dated January 23, 2026. |
1
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.
| ACTIVATE ENERGY ACQUISITION CORP. | |||
| By: | /s/ Thomas Fontaine | ||
| Name: | Thomas Fontaine | ||
| Title: | Chief Executive Officer | ||
| Dated: January 23, 2026 | |||
2
Exhibit 99.1
Activate Energy Acquisition Corp. Announces the Separate Trading of its Class A Ordinary Shares and Warrants, Commencing January 26, 2026
GRAND CAYMAN, Cayman Islands, January 23, 2026 – Activate Energy Acquisition Corp. (NASDAQ: AEAQU) (the “Company”) today announced that commencing January 26, 2026, holders of the units sold in its initial public offering (the “Units”) may elect to separately trade the Class A ordinary shares and warrants included in the Units. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share. Only whole warrants are exercisable.
The Class A ordinary shares and warrants that are separated will trade on the Global Market tier of The Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “AEAQ” and “AEAQW”, respectively. Those Units not separated will continue to trade on the Nasdaq under the symbol “AEAQU”. Holders of the Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into Class A ordinary shares and warrants.
The offering was made only by means of a prospectus, copies of which may be obtained from BTIG, LLC, Attention: 65 East 55th Street, New York, New York 10022, or by email at ProspectusDelivery@btig.com, or by accessing the SEC’s website, www.sec.gov.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Activate Energy Acquisition Corp.
The Company is a blank check company incorporated as an exempted company under the laws of the Cayman Islands, which will seek to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. While it may pursue an acquisition opportunity in any business, industry, sector or geographical location, it intends to focus on industries that complement the management team’s and board of director’s background and network, and to capitalize on the ability of its management team and board of directors to identify and acquire a business, focusing on the oil and gas industry. Activate Energy Sponsors, LLC is the company sponsor.
Forward-Looking Statements
This press release includes forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based. No assurance can be given that the offering discussed above will be completed on the terms described, or at all. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Registration Statement and related preliminary prospectus filed in connection with the initial public offering with the SEC. Copies are available on the SEC’s website, www.sec.gov.
Contact:
Activate Energy Acquisition Corp.
71 Fort Street, PO Box 500
Grand Cayman, Cayman Islands, KY1-1106
Telephone: (302) 207-9500
E-mail: info@activateenergy.us