{"filing":{"accession_number":"0001104659-26-080775","cik":"0002136530","ticker":null,"company_name":"Meridian3 Industrials Acquisition Corp","form":"8-K","filing_date":"2026-07-06","report_date":null,"primary_document":"tm2615935d7_8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/2136530/000110465926080775/tm2615935d7_8k.htm"},"events":[{"id":17035,"run_id":15254,"accession_number":"0001104659-26-080775","anchor_item_number":"1.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"summary":"Meridian3 Industrials Acquisition Corp consummated its IPO on July 1, 2026, raising $201.25 million in gross proceeds through entry into multiple material definitive agreements including underwriting, warrant, registration rights, and private placement agreements.","company_name":"Meridian3 Industrials Acquisition Corp","ticker":null,"filing_date":"2026-07-06","form":"8-K","submitted_at":null,"items":[{"id":15329,"accession_number":"0001104659-26-080775","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"This Item 1.01 discloses entry into multiple material definitive agreements in connection with Meridian3's IPO consummation on July 1, 2026, including underwriting, warrant, registration rights, and private placement agreements. While technically an IPO capital-raising event, the Item 1.01 classification and the emphasis on \"Entry into a Material Definitive Agreement\" combined with the SPAC structure (formed to effect a future business combination) suggests the filing is treating this as a material transaction event. The $201.25 million gross proceeds and multiple binding agreements constitute material capital events, though this is primarily a dilutive equity issuance rather than a traditional M\u0026A activity.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-10T12:46:40.816652+00:00","company_name":"","ticker":null,"filing_date":""},{"id":15333,"accession_number":"0001104659-26-080775","item_number":"8.01","item_title":"Other Events.","event_type":"earnings_release","event_domain":"financial","is_material":true,"confidence":0.15,"reasoning":"This disclosure announces the closing of a $201.25 million IPO by a SPAC, with press releases attached as exhibits. While the Item 8.01 format and press release attachments superficially resemble an earnings_release structure, this is fundamentally an IPO announcement, not financial results. The event is material but does not fit the earnings_release taxonomy.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-10T12:46:40.816652+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":17036,"run_id":15254,"accession_number":"0001104659-26-080775","anchor_item_number":"3.02","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"summary":"The Company completed an unregistered private placement of 5,500,000 warrants to the Sponsor and Cantor Fitzgerald at $1.00 per warrant, generating $5.5 million in gross proceeds, with the warrants exercisable into Class A Ordinary Shares.","company_name":"Meridian3 Industrials Acquisition Corp","ticker":null,"filing_date":"2026-07-06","form":"8-K","submitted_at":null,"items":[{"id":15330,"accession_number":"0001104659-26-080775","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"The filing discloses a private placement of 5,500,000 warrants to the Sponsor and Cantor Fitzgerald at $1.00 per warrant, generating $5.5 million in gross proceeds. This is an unregistered sale of equity securities (warrants) pursuant to Section 4(a)(2) of the Securities Act, occurring simultaneously with the IPO closing. The warrants are dilutive instruments exercisable into Class A Ordinary Shares, and the transaction is material to investors as it represents insider equity participation in the newly public SPAC.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-10T12:46:40.816652+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":17037,"run_id":15254,"accession_number":"0001104659-26-080775","anchor_item_number":"5.02","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.95,"summary":"Five individuals—Professor Dr Sir Ralf Speth, Dr. John Llewellyn, Steven G. Osgood, Hideyuki Nakashima, and Steven Robert Armstrong—were appointed to the board of directors effective July 1, 2026 in connection with the IPO, with four designated as independent directors and committee assignments to the Audit and Compensation Committees.","company_name":"Meridian3 Industrials Acquisition Corp","ticker":null,"filing_date":"2026-07-06","form":"8-K","submitted_at":null,"items":[{"id":15331,"accession_number":"0001104659-26-080775","item_number":"5.02","item_title":"Departure of Directors or Certain","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.95,"reasoning":"On July 1, 2026, in connection with the IPO, five individuals—Professor Dr Sir Ralf Speth, Dr. John Llewellyn, Steven G. Osgood, Hideyuki Nakashima, and Steven Robert Armstrong—were appointed to the board of directors. Four of these appointees are designated as independent directors, and three were appointed to the Audit Committee and three to the Compensation Committee with specified chair roles. This is a material governance event establishing the initial board structure of a newly public SPAC.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-10T12:46:40.816652+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":17038,"run_id":15254,"accession_number":"0001104659-26-080775","anchor_item_number":"5.03","event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.75,"summary":"The Company adopted Amended and Restated Memorandum and Articles of Association effective July 1, 2026 in connection with the IPO, a routine corporate governance matter with specific terms incorporated by reference to the Registration Statement.","company_name":"Meridian3 Industrials Acquisition Corp","ticker":null,"filing_date":"2026-07-06","form":"8-K","submitted_at":null,"items":[{"id":15332,"accession_number":"0001104659-26-080775","item_number":"5.03","item_title":"Amendments to Certificate of Incorporation or Bylaws;","event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.75,"reasoning":"The Item 5.03 disclosure describes the adoption of Amended and Restated Memorandum and Articles of Association in connection with the IPO, effective July 1, 2026. This is a routine governance/corporate governance matter—a standard charter amendment accompanying an IPO. While the IPO itself is material (evidenced by the supplemental exhibits showing a $201.25 million offering), the Item 5.03 filing itself is a routine administrative disclosure of the amended articles, not a material event in its own right. The specific terms are incorporated by reference to the Registration Statement, indicating this is standard IPO documentation rather than a substantive governance change.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-10T12:46:40.816652+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":15329,"accession_number":"0001104659-26-080775","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"This Item 1.01 discloses entry into multiple material definitive agreements in connection with Meridian3's IPO consummation on July 1, 2026, including underwriting, warrant, registration rights, and private placement agreements. While technically an IPO capital-raising event, the Item 1.01 classification and the emphasis on \"Entry into a Material Definitive Agreement\" combined with the SPAC structure (formed to effect a future business combination) suggests the filing is treating this as a material transaction event. The $201.25 million gross proceeds and multiple binding agreements constitute material capital events, though this is primarily a dilutive equity issuance rather than a traditional M\u0026A activity.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-10T12:46:40.816652+00:00","company_name":"Meridian3 Industrials Acquisition Corp","ticker":null,"filing_date":"2026-07-06"},{"id":15330,"accession_number":"0001104659-26-080775","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"The filing discloses a private placement of 5,500,000 warrants to the Sponsor and Cantor Fitzgerald at $1.00 per warrant, generating $5.5 million in gross proceeds. This is an unregistered sale of equity securities (warrants) pursuant to Section 4(a)(2) of the Securities Act, occurring simultaneously with the IPO closing. The warrants are dilutive instruments exercisable into Class A Ordinary Shares, and the transaction is material to investors as it represents insider equity participation in the newly public SPAC.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-10T12:46:40.816652+00:00","company_name":"Meridian3 Industrials Acquisition Corp","ticker":null,"filing_date":"2026-07-06"},{"id":15331,"accession_number":"0001104659-26-080775","item_number":"5.02","item_title":"Departure of Directors or Certain","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.95,"reasoning":"On July 1, 2026, in connection with the IPO, five individuals—Professor Dr Sir Ralf Speth, Dr. John Llewellyn, Steven G. Osgood, Hideyuki Nakashima, and Steven Robert Armstrong—were appointed to the board of directors. Four of these appointees are designated as independent directors, and three were appointed to the Audit Committee and three to the Compensation Committee with specified chair roles. This is a material governance event establishing the initial board structure of a newly public SPAC.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-10T12:46:40.816652+00:00","company_name":"Meridian3 Industrials Acquisition Corp","ticker":null,"filing_date":"2026-07-06"},{"id":15332,"accession_number":"0001104659-26-080775","item_number":"5.03","item_title":"Amendments to Certificate of Incorporation or Bylaws;","event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.75,"reasoning":"The Item 5.03 disclosure describes the adoption of Amended and Restated Memorandum and Articles of Association in connection with the IPO, effective July 1, 2026. This is a routine governance/corporate governance matter—a standard charter amendment accompanying an IPO. While the IPO itself is material (evidenced by the supplemental exhibits showing a $201.25 million offering), the Item 5.03 filing itself is a routine administrative disclosure of the amended articles, not a material event in its own right. The specific terms are incorporated by reference to the Registration Statement, indicating this is standard IPO documentation rather than a substantive governance change.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-10T12:46:40.816652+00:00","company_name":"Meridian3 Industrials Acquisition Corp","ticker":null,"filing_date":"2026-07-06"},{"id":15333,"accession_number":"0001104659-26-080775","item_number":"8.01","item_title":"Other Events.","event_type":"earnings_release","event_domain":"financial","is_material":true,"confidence":0.15,"reasoning":"This disclosure announces the closing of a $201.25 million IPO by a SPAC, with press releases attached as exhibits. While the Item 8.01 format and press release attachments superficially resemble an earnings_release structure, this is fundamentally an IPO announcement, not financial results. The event is material but does not fit the earnings_release taxonomy.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-10T12:46:40.816652+00:00","company_name":"Meridian3 Industrials Acquisition Corp","ticker":null,"filing_date":"2026-07-06"}]}