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): November 1218, 2025 (November 1012, 2025)

EVOLUTION GLOBAL ACQUISITION CORP

(Exact name of registrant as specified in its charter)

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

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

~~Tel:~~Farmers ~~(214)~~Branch, ~~775-0614~~TX 75234

(Address of principal executive offices, including zip code)

(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)

☐

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-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 1.01. Entry into a Material Definitive Agreement.

On November 10, 2025, the registration statement (File No. 333-289152), as amended (the “Registration Statement”), relating to the initial public offering (“IPO”) of Evolution Global Acquisition Corp (the “Company”) became effective by the Securities and Exchange Commission (the “Commission”).

On November 12, 2025, the Company consummated the IPO, which consisted of 24,000,000 units (the “Units”), including the exercise in full by the underwriter of its option to purchase up to an additional 3,000,000 Units at the offering price to cover over-allotments. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (“Class A Shares”), 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. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $240,000,000.

In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s Registration Statement on Form S-1 (File No. 333- 289152) related to the IPO:

● An Underwriting Agreement (the “Underwriting Agreement”), dated November 10, 2025, between the Company and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (“CCM”) as representatives of the several underwriters, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference.

● A Warrant Agreement, dated November 10, 2025, by and between the Company and Continental Stock Transfer & Trust Company (“CST”), as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference. ● A Registration Rights Agreement, dated November 10, 2025, by and among the Company and certain security holders, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference. ● A Letter Agreement, dated November 10, 2025, by and among the Company, its officers, its directors and the Company’s sponsor, Evolution Sponsor Holdings LLC (the “Sponsor”), a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference.

● An Investment Management Trust Agreement, dated November 10, 2025, by and between the Company and CST, as trustee, a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference.

● A Private Placement Warrant Purchase Agreement, dated November 10, 2025 (the “Sponsor Warrant Purchase Agreement”), by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference. ● A Private Placement Warrant Purchase Agreement, dated November 10, 2025 (the “CCM Warrant Purchase Agreement”), by and between the Company and CCM, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference. ● A Private Placement Warrant Purchase Agreement, dated November 10, 2025 (the “Clear Street Warrant Purchase Agreement”), by and between the Company and Clear Street, LLC, a copy of which is attached as Exhibit 10.6 hereto and incorporated herein by reference. ● An Advisory Agreement, dated November 10, 2025 (the “Advisory Agreement”), by and between the Company and Evolution Capital Pty Ltd, a copy of which is attached as Exhibit 10.7 hereto and incorporated herein by reference

Item 3.02. Unregistered Sales of Equity Securities.

Simultaneously with the closing of the IPO, the Company completed the private sale of an aggregate of 6,800,000 private placement warrants (the “Private Warrants ”), at a purchase price of $1.00 per Private Warrant, of which 4,400,000 Private Warrants were sold to the Sponsor and 2,400,000 Private Warrants were sold to CCM and Clear Street, LLC (2,280,000 and 120,000, respectively) generating gross proceeds to the Company of $6,8,000,000. The issuance of the Private Warrants were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.

On November 10, 2025, in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association. The Amended and Restated Memorandum and Articles of Association is filed herewith as Exhibit 3.1 and is incorporated by reference herein.

Item 8.01. Other Events.

AAs ~~total~~previously ofdisclosed ~~$240,000,000~~on ~~was placed in~~ a ~~U.S.-based~~Current ~~trust~~Report ~~account~~on Form ~~maintained~~8-K bydated ~~Continental~~November ~~Stock~~12, ~~Transfer & Trust Company~~2025, ~~acting~~Evolution asGlobal ~~trustee.~~Acquisition ~~Except~~Corp ~~with respect to interest earned on~~ (the ~~funds held in the trust account that may be released to the~~ “Company”) toconsummated ~~pay~~ its ~~taxes,~~initial ~~the funds held in the~~public ~~trust~~offering ~~account will not be released from~~ (the ~~trust~~“IPO”) ~~account~~of ~~until~~24,000,000 ~~the~~units ~~earliest of~~ (i) the ~~completion of the Company’s initial business combination~~“Units”), ~~(ii)~~which ~~the~~includes ~~redemption~~full ofexercise ~~any~~ of the ~~Company~~underwriters’~~s public shares properly submitted in connection with a shareholder vote~~ toover-allotment ~~amend~~option ~~the Company’s Second Amended and Restated Memorandum and Articles of Association (a)~~ to ~~modify~~purchase ~~the~~3,000,000 ~~substance~~additional orUnits. ~~timing of~~Each ~~its~~Unit ~~obligation~~consists ~~to redeem 100%~~ of ~~the~~one ~~Company’s~~Class ~~public~~A ~~shares~~ordinary ifshare, it$0.0001 ~~does~~par ~~not~~value ~~complete its initial business combination within 24 months~~ (~~the~~ “~~Combination~~Class A ~~Period~~Share”) ~~from~~and ~~the~~one-half ~~closing~~ of ~~the~~one ~~IPO~~redeemable orwarrant. ~~(b)~~Each ~~with~~whole ~~respect~~warrant toentitles ~~any~~the ~~other~~holder ~~provision~~thereof ~~relating~~ to ~~stockholders’~~purchase ~~rights~~one orClass ~~pre-initial~~A ~~business~~ordinary share ~~combination~~at ~~activity~~a ~~and~~price ~~(iii) the redemption~~ of ~~the~~$11.50 ~~Company’s~~per ~~public~~share, ~~shares if~~subject itto isadjustment. ~~unable~~The toUnits ~~complete~~were ~~its~~sold ~~initial~~at ~~business~~a ~~combination~~price ~~within~~of ~~the~~$10.00 ~~Combination~~per ~~Period~~Unit, ~~subject~~generating gross proceeds to ~~applicable~~the ~~law~~Company of $240,000,000.

OnSimultaneously ~~November~~with ~~10,~~the ~~2025~~closing of the IPO, the Company ~~issued~~completed athe ~~press~~private ~~release~~sale ~~announcing~~of ~~the~~an ~~pricing~~aggregate of 6,800,000 private placement warrants (the ~~IPO~~“Private Warrants”), at a ~~copy~~purchase price of $1.00 per Private Warrant, of which is4,400,000 ~~attached~~Private asWarrants ~~Exhibit~~were ~~99.1~~sold to ~~this~~the ~~Current~~Sponsor ~~Report~~and on2,400,000 Private Warrants ~~Form~~were sold to Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC and Clear Street, LLC (2,280,000 and 120,000, respectively) generating gross proceeds to the Company of $6,8-K,000,000.

2As of November 12, 2025, a total of $240,000,000 of the net proceeds from the IPO and the Private Placement was deposited in a trust account established for the benefit of the Company’s public shareholders.

An audited balance sheet as of November 12, 2025 reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement is included with this report as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are being filed herewith:

Exhibit No.		Description
1.1		Underwriting Agreement between the Company and R Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, as representatives of the several underwriters.
99.1		Balance Sheet dated 12, 2025
3.1		Amended and Restated Memorandum and Articles of Association.
4.1		Warrant Agreement, dated November 10, 2025, by and between the Company and CST, as warrant agent.
10.1		Registration Rights Agreement, dated November 10, 2025, by and among the Company and security holders.
10.2		Letter Agreement, dated November 10, 2025, by and among the Company, its officers, directors and the Sponsor.
10.3		Investment Management Trust Agreement, dated November 10, 2025, by and between the Company and CST, as trustee.
10.4		Sponsor Warrant Purchase Agreement, dated November 10, 2025, by and between the Company and the Sponsor.
10.5		CCM Warrant Purchase Agreement, dated November 10, 2025, by and between the Company and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC.
10.6		Clear Street Warrant Purchase Agreement, dated November 10, 2025, by and between the Company and Clear Street, LLC.
10.7		Advisory Agreement, dated November 10, 2025, by and between the Company and Evolution Capital Pty Ltd.
99.1		Press Release, dated November 10, 2025
104		Cover Page Interactive Data File (embedded with the Inline XBRL document)

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: November 12, 2025
Dated: November 18, 2025

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