SPACCircle Acquisition Corp. Sample Contracts
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 15th, 2026 • SPACCircle Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2026, is made and entered into by and among SPACCircle Acquisition Corp., a Cayman Islands exempted company (the “Company”), and SPACCircle Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature pages hereto (together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
FORM OF WARRANT AGREEMENTWarrant Agreement • September 15th, 2026 • SPACCircle Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of ____, 2026, is by and between SPACCircle Acquisition Corp., a Cayman Islands exempted company (the “Company”), and VStock Transfer, LLC, a limited liability company incorporated under the laws of California, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
SPACCIRCLE ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • September 15th, 2026 • SPACCircle Acquisition Corp. • Blank checks • New York
SPACCircle Acquisition Corp., a Cayman Islands exempted corporation (the “Company”), hereby confirms its agreement with D. Boral Capital LLC (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
SPACCircle Acquisition Corp. Sacramento, California 95826Underwriting Agreement • September 15th, 2026 • SPACCircle Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among SPACCircle Acquisition Corp., a Cayman Islands exempted company (the “Company”) and D. Boral Capital LLC, as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 17,250,000 of the Company’s units (including up to 2,250,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each unit comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”), one redeemable warrant (each, a “Warrant”) and one right (each right, a “Share Right”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment. Each Share Right entitles thereof to receive one-third (1/3) of one
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • September 15th, 2026 • SPACCircle Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2026, by and between SPACCircle Acquisition Corp., a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).
SHARE RIGHTS AGREEMENTShare Rights Agreement • September 15th, 2026 • SPACCircle Acquisition Corp. • Blank checks • New York
This Share Rights Agreement (this “Agreement”) is made as of [ ], 2026 between SPACCircle Acquisition Corp., a Cayman Islands exempted company (the “Company”), and VStock Transfer, LLC, a limited liability company incorporated under the laws of California, as rights agent (in such capacity, the “Share Rights Agent”).
SPACCIRCLE ACQUISITION CORP.Administrative Services Agreement • September 15th, 2026 • SPACCircle Acquisition Corp. • Blank checks
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • September 15th, 2026 • SPACCircle Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of [ ], 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between SPACCircle Acquisition Corp., a Cayman Islands exempted company (the “Company”), and SPACCircle Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 15th, 2026 • SPACCircle Acquisition Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2026 by and between SPACCircle Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Equiniti Trust Company, LLC, a New York limited liability trust company (the “Trustee”).
SPACCIRCLE ACQUISITION CORP. Sacramento, California 95826Securities Subscription Agreement • June 8th, 2026 • SPACCircle Acquisition Corp. • Blank checks • New York
SPACCircle Acquisition Corp., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer SPACCircle Sponsor LLC, a Delaware limited liability company, (the “Subscriber” or “you”) has made to subscribe for 5,750,000 Class B ordinary shares of the Company (the “Shares”), $0.0001 par value per share (the “Class B Ordinary Shares”), up to 750,000 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Ordinary Shares” are to, collectively, the Class B Ordinary Shares and the Company’s Class A ordinary shares, $0.0001 par value per share (the “Class A Ordinary Shares”). Pursuant to the Company’s memorandum and articles of association (as may be amended, the “Articles”), unless otherwise provided in the definitive agreement for the Company’s initi