8-K

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): September 5, 2025

SILVER PEGASUS ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

2445 Augustine Dr., STE 150

Santa Clara, CA 95054

(Address of principal executive offices, including zip code)

(408) 734-6022

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:

Securities registered pursuant to Section 12(b) of the Act:

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 September 5, 2025, Silver Pegasus Acquisition Corp. (the “Company”) announced that, on or about September 8, 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 right to receive one-tenth of one Class A ordinary share upon the consummation of an initial business combination. Any Units not separated will continue to trade on the Global Market tier of The Nasdaq Stock Market, LLC (“Nasdaq”) under the symbol “SPEGU.” Any underlying Class A ordinary shares and rights that are separated will trade on Nasdaq under the symbols “SPEG” and “SPEGR,” 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 rights.

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

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.

2

Exhibit 99.1

Silver Pegasus AcquisitionCorp. Announces the Separate Trading of its Class A Ordinary Shares and Rights Commencing September 8, 2025

Santa Clara, California, September 5, 2025 (BUSINESS WIRE) – Silver Pegasus Acquisition Corp. (the “Company”), a special purpose acquisition company formed as a Cayman Islands exempted company, today announced that commencing September 8, 2025, holders of the units sold in the Company’s initial public offering completed on July 16, 2025, may elect to separately trade the Class A ordinary shares of the Company and the rights included in such units on the Global Market tier of The Nasdaq Stock Market, LLC (“Nasdaq”).

The Class A ordinary shares and rights that are separated will trade on Nasdaq under the symbols “SPEG” and “SPEGR,” respectively. No fractional rights will be issued upon separation of the units and only whole rights will trade. Those units not separated will continue to trade on Nasdaq under the symbol “SPEGU.” 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. Roth Capital Partners LLC acted as sole book-running 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 Silver PegasusAcquisition Corp.

Silver Pegasus 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 semiconductors and systems solutions.

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

Cesar Johnston, Chief Executive Officer

Silver Pegasus Acquisition Corp.

(408) 734-6022