8-K

Evolution Global Acquisition Corp (EVOX)

8-K 2025-12-01 For: 2025-12-01
View Original
Added on April 10, 2026

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): December1, 2025

EVOLUTION GLOBAL ACQUISITION CORP

(Exact name of registrant as specified in its charter)

Cayman Islands 001-42946 N/A
(State or other jurisdiction<br><br>of incorporation) (Commission File Number) (IRS Employer<br><br>Identification No.)

2727 LBJ Freeway Suite 1010Farmers Branch, TX 75234 (Address of principal executive offices, including zip code)

Tel: (214) 775-0614

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)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 EVOXU The Nasdaq Stock Market, LLC
Class A ordinary share, par value $0.0001 per share EVOX The Nasdaq Stock Market, LLC
Redeemable Warrant - each warrant exercisable to purchase one Class A ordinary share at $11.50 per share EVOXW 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 November 10, 2025, Evolution Global Acquisition Corp. (the “Company”) announced that, on or about December 3, 2025, the holders of the Company’s units (the “Units”) may elect to separately trade the Class A ordinary shares and rights included in the Units. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. Any Units not separated will continue to trade on the Global Market tier of The Nasdaq Stock Market, LLC. (“Nasdaq”) under the symbol “EVOXU.” Any underlying Class A ordinary shares and warrants that are separated will trade on Nasdaq under the symbols “EVOX” and “EVOXW,” 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 holders’ Units into Class A ordinary shares and warrants.

A copy of the press release issued by the Company announcing the separate trading of the securities underlying the Units is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description
99.1 Press Release dated December 1, 2025.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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.

EVOLUTION GLOBAL ACQUISITION CORP
By: /s/ Stephen Silver
Name: Stephen Silver
Title: Chief Executive Officer
Dated: December 1, 2025

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Exhibit 99.1

EvolutionGlobal Acquisition Corp Announces the Separate Trading of its Class A Ordinary Shares and Warrants Commencing December 3, 2025

NEW YORK, DECEMBER 1 2025 (BUSINESS WIRE) – Evolution Global Acquisition Corp (the “Company”), a special purpose acquisition company formed as a Cayman Islands exempted company, today announced that commencing December 3, 2025, holders of the units sold in the Company’s initial public offering completed on November 12, 2025, may elect to separately trade the Class A ordinary shares of the Company and the warrants included in such units on the Nasdaq Global Market tier of The Nasdaq Stock Market LLC (“Nasdaq”). Each unit consists of one Class A ordinary share of the Company, $0.0001 par value per share, and one-half of one redeemable warrant, each whole warrant entitling the holder to purchase one Class A ordinary share upon exercise, at a price of $11.50 per share.

The Class A ordinary shares and warrants that are separated will trade on Nasdaq under the symbols “EVOX” and “EVOXW,” respectively. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Those units not separated will continue to trade on Nasdaq under the symbol “EVOXU.” 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 Class A ordinary shares and warrants.

The units were initially offered by the Company in an underwritten offering. Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC acted as lead book-running manager and Clear Street LLC acted as co-manager of the offering.

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 EvolutionGlobal Acquisition Corp

Evolution Global Acquisition Corp is a blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses in any industry, sector or geographic location, with a focus on companies that own, operate, or are developing assets in the critical minerals sector that are fundamental to the economic and national security interests of the United States..

Forward-Looking Statements

This press release contains statements that constitute “forward-looking statements,” including with respect to the Company’s initial public offering and the Company’s search for and/or completion of an initial business combination. No assurance can be given that the offering will be completed on the terms described, or at all, or that the Company will complete an initial business combination. Forward-looking statements are subject to numerous risks, conditions and other uncertainties, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s prospectus for the Company’s offering filed with the U.S. Securities and Exchange Commission (the “SEC”), declared effective on July 14, 2025. Copies of these documents are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Contacts

Ashley Zumwalt-Forbes

Evolution Global Acquisition Corp

azf@evo-spac.com