--- schema_version: "secwatch.filing_event.v1" accession: "0001213900-25-119675" form_type: "8-K" ticker: "AEAQ" cik: "0002083689" company_name: "Activate Energy Acquisition Corp." filed_at: "2025-12-09T23:59:59+00:00" generated_at: "2026-05-16T13:51:51.321576+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.5 calibrated_materiality_score: 0.5 confidence: "high" source: SEC EDGAR --- # Activate Energy Acquisition Corp. closes $230M IPO with full over-allotment ## Summary - Public offering of 23,000,000 units at $10.00/unit, raising $230M gross proceeds. - Private placement units sold to sponsor ($4.15M) and underwriter ($2.3M) for total $6.45M. - $236.45M deposited into trust account; 24-month deadline to complete initial business combination. - Board appointed with three classes: Class I (Childs), Class II (Lorentz, Spittlehouse), Class III (Fontaine, Wood). - Units trade on Nasdaq as AEAQU; Class A shares and warrants expected to list as AEAQ and AEAQW. ## SEC filing metadata - accession: 0001213900-25-119675 - form_type: 8-K - ticker: AEAQ - cik: 0002083689 - company_name: Activate Energy Acquisition Corp. - filed_at: 2025-12-09T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.5 - calibrated_materiality_score: 0.5 - confidence: high - sec_items: 1.01, 3.02, 5.02, 5.03, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/2083689/000121390025119675/0001213900-25-119675-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/2083689/000121390025119675/ea0268907-8k_activate.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001213900-25-119675 - JSON: https://secwatch.observer/filing/0001213900-25-119675.json - Plain text: https://secwatch.observer/filing/0001213900-25-119675.txt ## Key facts - Equity Issuances Activate Energy Acquisition Corp. issued 415,000 private placement units of unit to Activate Energy Sponsors LLC for $10.00 per unit, total $4,150,000. - Security: unit - Shares: 415,000 private placement units - Purchaser: Activate Energy Sponsors LLC - Consideration: $10.00 per unit, total $4,150,000 source text: Simultaneously with the closing of the IPO, pursuant to the Sponsor Private Placement Unit Agreement, the Company completed the private sale of an aggregate of aggregate of 415,000 private placement units (the “ Sponsor Private Placement Units ”) to the Sponsor at a purchase price of $10.00 per Sponsor Private Placement Unit, generating gross proceeds to the Company of $4,150,000. evidence_url: https://www.sec.gov/Archives/edgar/data/2083689/000121390025119675/0001213900-25-119675-index.htm - Governance Changes Activate Energy Acquisition Corp.: Company adopted Amended and Restated Memorandum and Articles of Association effective December 5, 2025 (effective 2025-12-05). - Change: charter amendment - Effective: 2025-12-05 source text: On December 5, 2025, in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association (the “ Amended Charter ”), effective the same day. evidence_url: https://www.sec.gov/Archives/edgar/data/2083689/000121390025119675/0001213900-25-119675-index.htm - Material Agreements Activate Energy Acquisition Corp. entered into Private Placement Units Purchase Agreement with BTIG, LLC (effective 2025-12-03). - Action: entry - Agreement: equity purchase - Counterparty: BTIG, LLC - Effective: 2025-12-03 source text: 0, 2025 (as amended, the “ Registration Statement ”): ● An Underwriting Agreement, dated December 3, 2025, by and between the Company and BTIG, LLC, as representative of the several underwriters, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference. evidence_url: https://www.sec.gov/Archives/edgar/data/2083689/000121390025119675/0001213900-25-119675-index.htm - Material Agreements Activate Energy Acquisition Corp. entered into a underwriting with BTIG, LLC (effective 2025-12-03). - Action: entry - Agreement: underwriting - Counterparty: BTIG, LLC - Effective: 2025-12-03 source text: An Underwriting Agreement, dated December 3, 2025, by and between the Company and BTIG, LLC, as representative of the several underwriters evidence_url: https://www.sec.gov/Archives/edgar/data/2083689/000121390025119675/0001213900-25-119675-index.htm - Material Agreements Activate Energy Acquisition Corp. entered into Private Placement Units Purchase Agreement with Activate Energy Sponsors LLC (effective 2025-12-03). - Action: entry - Agreement: equity purchase - Counterparty: Activate Energy Sponsors LLC - Effective: 2025-12-03 source text: ● A Letter Agreement, dated December 3, 2025, by and among the Company, its officers, its directors and Activate Energy Sponsors LLC (the “ Sponsor ”), a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference. evidence_url: https://www.sec.gov/Archives/edgar/data/2083689/000121390025119675/0001213900-25-119675-index.htm - Material Agreements Activate Energy Acquisition Corp. entered into Warrant Agreement with Continental Stock Transfer & Trust Company (effective 2025-12-03). - Action: entry - Counterparty: Continental Stock Transfer & Trust Company - Effective: 2025-12-03 source text: A Warrant Agreement, dated December 3, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent evidence_url: https://www.sec.gov/Archives/edgar/data/2083689/000121390025119675/0001213900-25-119675-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.