Amanat Acquisition Corp.

false 0002112457 00-0000000 0002112457 2026-10-25 2026-10-25 iso4217:USD xbrli:shares iso4217:USD xbrli:shares UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): October 25, 2026 AMANAT ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-43303 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 153 Central Avenue C/O 56 Westfield , NJ 07091 (Address of principal executive offices) (Zip Code) 201 - 688-0364 (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) ☐ 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 Class A Ordinary Shares, par value $0.0001 per share AMAN 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 or Rule 12b-2 of the Securities Exchange Act of 1934. 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 1.01 Entry Into A Material Definitive Agreement On October 25, 2026, Amanat Acquisition Corp, a Cayman Islands exempted company (“ AMAN ”), Cairo Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of AMAN (“ Merger Sub ”), Corxel Pharmaceuticals, Inc., a Delaware corporation (“ Corxel ”), and Corxel Pharmaceuticals Limited, a Cayman Islands exempted company and the sole stockholder of Corxel (“ Parent ”), entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “ Business Combination Agreement ”). The Business Combination Agreement and the transactions contemplated thereby (the “ Business Combination ”) were unanimously approved by Corxel’s board of directors and approved by AMAN’s board of directors. The Business Combination is expected to close in the first half of 2027, following the receipt of the requisite approvals of AMAN’s shareholders and Corxel’s sole stockholder and the fulfillment of other customary closing conditions, including the expiration or termination of the applicable waiting period under the HSR Act (as defined below). Business Combination Agreement The Domestication The Business Combination Agreement provides, among other things, that at least one business day prior to the closing of the transactions contemplated by the Business Combination Agreement (the “ Closing ” and the date upon which the Closing actually occurs, the “ Closing Date ”), AMAN will de-register from the Register of Companies in the Cayman Islands and transfer by way of continuation from the Cayman Islands to Delaware and domesticate as a Delaware corporation in accordance with Section 388 of the General Corporation Law of the State of Delaware (the “ DGCL ”) and Part 12 of the Companies Act (Revised) of the Cayman Islands (the “ Domestication ”). In connection with the Domestication, (i) each outstanding Class A ordinary share of AMAN (each, an “ AMAN Class A Share ”), each outstanding Class B ordinary share of AMAN and each outstanding preference share of AMAN that is issued and outstanding immediately prior to the Domestication will be converted into one share of common stock, par value $0.0001 per share, of AMAN (the “ New Corxel Common Stock ”), (ii) AMAN will file the New Corxel COI (as defined below) with the Secretary of State of the State of Delaware and adopt the New Corxel Bylaws (each, as defined and described below) and (iii) AMAN’s name will be changed to a mutually agreed upon name between AMAN, on the one hand, and Corxel and Parent, on the other hand (the resulting post-Closing entity, “ New Corxel ”). AMAN Shareholder Redemptions AMAN will provide the holders of AMAN Class A Shares the right to have all or a portion of their AMAN Class A Shares redeemed for cash in connection with the Business Combination, in accordance with AMAN’s governing documents, for a per-share price equal to the pro rata portion of the funds then in AMAN’s trust account (including interest not previously released to pay taxes). Any such redemptions will occur immediately prior to the consummation of the Domestication. The Merger Subject to the terms and conditions of the Business Combination Agreement, following the Domestication, Merger Sub will merge with and into Corxel, with Corxel as the surviving company (the “ Surviving Company ”) in the merger (the “ First Merger ”). Immediately following the First Merger, on the Closing Date and as part of the same overall transaction, the Surviving Company will merge with and into a separate wholly-owned subsidiary of AMAN (“ Merger Sub II ”), with Merger Sub II surviving such second merger (the “ Second Merger ” and together with the First Merger, the “ Merger ”) as a wholly-owned subsidiary of AMAN. At the time the First Merger becomes effective (the “ Effective Time ”), each share of Corxel common stock (collectively, “ Corxel Shares ”) issued and outstanding as of immediately prior to the Effective Time will be automatically canceled and extinguished and converted into the right to receive a number of shares of New Corxel Common Stock equal to an exchange ratio, which is based on an implied Corxel equity value of $200,000,000 (the “ Exchange Ratio ”), provided that, at Parent’s election, all or a portion of such shares of New Corxel Common Stock may instead be issued in the form of pre-funded warrants to purchase an equal number of shares of New Corxel Common Stock. 1 Each option to purchase Parent Common Shares (as defined in the Business Combination Agreement) that is outstanding immediately prior to the Effective Time (each, a “ Parent Option ”) will be treated as follows: (i) certain Parent Options identified in the Business Combination Agreement (each, an “ Applicable Parent Option ”), whether vested or unvested, will cease to represent the right to purchase Parent Common Shares and will be canceled in exchange for an option to purchase New Corxel Common Stock (each, a “ Rollover Option ”) under the equity incentive plan to be adopted by AMAN in advance of the Closing (the “ New Corxel Equity Incentive Plan ”), in an amount equal to the product (rounded down to the nearest whole number) of (x) the number of Parent Common Shares subject to such Applicable Parent Option immediately prior to the Effective Time, multiplied by (y) the option exchange ratio set forth on the allocation schedule (the “ Option Exchange Ratio ”), at an exercise price per share (rounded up to the nearest whole cent) equal to the quotient of (A) the exercise price per share of such Applicable Parent Option immediately prior to the Effective Time, divided by (B) the Option Exchange Ratio, with each Rollover Option generally remaining subject to the same terms and conditions (including applicable vesting, expiration and forfeiture provisions) that applied to the corresponding Applicable Parent Option immediately prior to the Effective Time;