This is a standard SPAC IPO filing with no target identified. Monitor for future announcements regarding a business combination target, which will drive the stock's re-rating. The 21-month deadline runs to March 11, 2028. Trust account provides downside protection near $10/share for public shareholders.
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Executive Summary
RMG ML Sports Holdings (SHOT) filed audited post-IPO balance sheet and pro forma statements reflecting the June 11, 2026 IPO of 20,000,000 units at $10.00/unit ($200M gross), a simultaneous $2.1M private placement to sponsor, and the subsequent partial exercise of the over-allotment option on June 15, 2026 for an additional 1,650,000 units ($16.5M gross), bringing total trust account cash to $216.5M. This is a routine blank-check company IPO filing — no target has been identified and no operating revenues have been generated. The filing confirms the SPAC's cash position and 21-month window to complete a business combination.
Key Facts
- IPO of 20,000,000 units at $10.00/unit completed June 11, 2026, gross proceeds $200,000,000
- Private placement of 210,000 units to sponsor at $10.00/unit, gross proceeds $2,100,000
- Underwriter partially exercised over-allotment on June 15, 2026 for 1,650,000 additional units ($16.5M)
- Total trust account balance stands at $216,500,000 as of June 15, 2026
- 450,000 founder shares forfeited on June 16, 2026 after underwriter declined remaining over-allotment
- Company has 21 months from IPO closing to complete an initial business combination
- No business combination target has been selected or discussed with any party
- Transaction costs totaled $6,756,828 including $250K cash fees, $6M deferred fees, and $506,828 other costs
- Working capital outside trust account: $1,141,734 cash; shareholders' deficit of $(10,920,937) pre-over-allotment
- Auditor: WithumSmith+Brown, PC; emerging growth company status elected
Financial Impact
IPO raised $200M gross ($200M trust) plus $2.1M private placement; over-allotment added $16.5M bringing trust to $216.5M. Total transaction costs ~$6.76M. No operating revenue or earnings.
Risk Factors
- No identified acquisition target — risk of failing to complete business combination within 21 months
- Shareholders' deficit of $(11.75M) post-over-allotment indicates negative book value
- Sponsor indemnification may not cover trust account claims if business combination fails
- Founder share lock-up: one year post-business combination or after $12/share test met for 20/30 trading days starting 150 days post-combination
- Rights may expire worthless if no business combination is completed
Market Snapshot
Documents Analyzed
This report is based on 6 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001213900-26-069701 |
| Document: ea029495401ex99-2.htm | 0001213900-26-069701 |
| Document: ea0294954-8k_rmgml.htm | 0001213900-26-069701 |
| Document: 0001213900-26-069701-index-headers.html | 0001213900-26-069701 |
| Document: 0001213900-26-069701-index.html | 0001213900-26-069701 |
| Document: 0001213900-26-069701.txt | 0001213900-26-069701 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Jun 17, 2026 18w ago | 8-K | — | awaiting T+20 | — | — |
Jun 15, 2026 19w ago | 8-K | — | awaiting T+20 | — | — |
Jun 11, 2026 19w ago | 8-K | — | awaiting T+20 | — | — |
Jun 9, 2026 20w ago | Press Release | — | awaiting T+20 | — | — |
US Market Status
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