8-K
Activate Energy Acquisition Corp. (AEAQ)
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):
December 15, 2025
ACTIVATE ENERGY ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-42992 | N/A |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation or organization) | (Commission File Number) | (IRS Employer<br><br> <br>Identification No.) |
71 Fort Street, PO Box 500
Grand Cayman, Cayman Islands KY1-1106
(Address of principal executive office) (Zip Code)
(302) 207-9500
(Registrants’ telephone number, including area code)
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 Global Market |
| Class A ordinary shares, par value $0.0001 per share | AEAQ | The Nasdaq Global Market |
| Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share | AEAQW | The Nasdaq Global Market |
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 5.02. Departure of Directors or CertainOfficers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Director Resignation
On December 15, 2025, Richard Lorentz Jr. resigned from the Board of Directors (the “Board”) of Activate Energy Acquisition Corp. (the “Company”), effective immediately (the “Director Resignation”). The Director Resignation was not related to a disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. The Board thanks Mr. Lorentz for his service on the Board and valuable contributions to the Company.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURES
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 thereunto duly authorized.
| Activate Energy Acquisition Corp. | ||
|---|---|---|
| Dated: December 18, 2025 | By: | /s/ Thomas Fontaine |
| Name: | Thomas Fontaine | |
| Title: | Chief Executive Officer |
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