8-K
TRG Latin America Acquisitions Corp. (TRGS)
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):March 27, 2026
TRG Latin America Acquisitions Corp.
(Exact name of registrant as specified in itscharter)
| Cayman Islands | 001-43166 | 98-1896935 |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS EmployerIdentification No.) |
65 East 55th St., 15th FloorNew York, NY 10022
(Address of principal executive offices, includingzip code)
Registrant’s telephone number, including
area code: (212) 984-2900
Not Applicable
(Former name or former address, if changed sincelast 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 right | TRGSU | The Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share | TRGS | The Nasdaq Stock Market LLC |
| Rights, each right entitling the holder to receive one-tenth (1/10) of one Class A ordinary share | TRGSR | 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.
As previously disclosed on a Current Report on Form 8-K dated February 27, 2026, TRG Latin America Acquisitions Corp. (the “Company”) consummated its initial public offering (“IPO”) of 20,000,000 units (the “Units”) on February 27, 2026. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one right to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation of the Company’s initial business combination. The Units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $200,000,000.
In connection with the IPO, the underwriter was granted a 45-day option from the date of the prospectus (the “Over-Allotment Option”) to purchase up to 3,000,000 additional Units to cover over-allotments (the “Option Units”), if any. On March 27, 2026, the underwriter purchased an additional 632,000 Option Units pursuant to the partial exercise of the Over-Allotment Option, with such notice of partial exercise provided to the Company on March 25, 2026. The Option Units were sold at an offering price of $10.00 per Unit, generating additional gross proceeds to the Company of $6,320,000.
The $6,320,000 of proceeds from the sale of the Option Units was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company acting as trustee (the “Trust Account”), resulting in a total Trust Account balance of $206,320,000.
On March 27, 2026, the Company issued a press release, a copy of which is included as Exhibit 99.1 to this Current Report on Form 8-K, announcing the closing of the partial exercise of the Over-Allotment Option.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release, dated March 27, 2026. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| TRG LATIN AMERICA ACQUISITIONS CORP. | |||
|---|---|---|---|
| By: | /s/ Nicolas Rohatyn | ||
| Name: | Nicolas Rohatyn | ||
| Title: | Chief Executive Officer | ||
| Dated: March 27, 2026 |
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Exhibit 99.1
TRG Latin America Acquisitions Corp. AnnouncesClosing of Partial Exercise of IPO Over-Allotment Option
New York, NY, March 27, 2026 (GLOBE NEWSWIRE) – TRG Latin America Acquisitions Corp. (the “Company”) (NASDAQ: TRGSU), announced today that the underwriter of its previously consummated initial public offering has partially exercised its option to purchase an additional 632,000 units at the public offering price of $10.00 per unit, resulting in additional gross proceeds of $6,320,000. The underwriter has a remaining option to purchase up to 2,368,000 additional units.
After giving effect to this partial exercise of the over-allotment option, the total number of units sold in the public offering increased to 20,632,000 units, resulting in total gross proceeds of $206,320,000 for the Company’s initial public offering.
Each unit consists of one Class A ordinary share and one right entitling the holder thereof to receive one-tenth of one Class A ordinary share upon the consummation of an initial business combination. Once the securities comprising the units begin separate trading, the Class A ordinary shares and rights are expected to be listed on Nasdaq under the symbols “TRGS” and “TRGSR,” respectively.
Santander acted as sole book-running manager for the offering.
The offering was made by means of a prospectus. Copies of the prospectus may be obtained from Santander US Capital Markets LLC, 437 Madison Avenue, New York, NY 10022, Attention: ECM Syndicate, by email at equity-syndicate@santander.us, or by telephone at 833-818-1602.
A registration statement relating to the securities has been filed with the U.S. Securities and Exchange Commission (“SEC”) and became effective on February 25, 2026. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements,” including with respect to the initial public offering and the anticipated use of the net proceeds thereof. No assurance can be given that the net proceeds of the offering will be used as indicated. 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 Company’s registration statement and prospectus for the Company’s offering filed with the SEC. 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.
Investor Contact:
Investor Relations Team
TRGIR@rohatyngroup.com