Business Context and Reporting Period
This Form 8-K reports the consummation of the Initial Public Offering (IPO) by HCM IV Acquisition Corp., a Cayman Islands-based special purpose acquisition company (SPAC). The report date is February 18, 2026, covering events occurring between February 11, 2026 (pricing and agreement execution) and February 13, 2026 (IPO closing). The Company is an emerging growth company.
Key Financial Metrics
- Units Sold: 28,750,000 Units (including 3,750,000 from full over-allotment exercise).
- Offering Price: $10.00 per Unit.
- Gross IPO Proceeds: $287,500,000.
- Private Placement Warrants: 4,666,667 warrants sold to Sponsor and Underwriter at $1.50 per warrant.
- Private Placement Proceeds: $7,000,000.
- Total Capital Raised: $294,500,000 (Gross IPO + Private Placement).
- Trust Account Funding: $287,500,000 (includes $13,687,500 deferred underwriting discount).
- Warrant Exercise Price: $11.50 per share.
Material Changes and Agreements
The filing details the entry into several material definitive agreements effective February 11, 2026:
- Underwriting Agreement: With Cantor Fitzgerald & Co.
- Trust Agreement: With Continental Stock Transfer & Trust Company to hold IPO proceeds.
- Advisory Agreement: With Zenith Securities, LLC (affiliate of Sponsor). Fees include 0.50% of IPO proceeds (excluding over-allotment) payable at IPO, and 1.00% of IPO proceeds (excluding over-allotment) plus 1.50% of over-allotment proceeds payable at the initial business combination.
- Corporate Governance: Approval of Amended and Restated Memorandum and Articles of Association.
Outlook, Risks, and Contingencies
- Business Combination Deadline: The Company must complete an initial business combination within 24 months from the IPO closing (February 13, 2026).
- Redemption Rights: Public shareholders may redeem shares if the Company fails to complete a business combination within the 24-month period or if shareholders vote to amend specific provisions of the charter.
- Trust Account Restrictions: Funds in the trust account ($287.5M) are generally locked until a business combination, redemption, or liquidation. Interest earned may be used to pay taxes, with up to $100,000 available for dissolution expenses.
- Unregistered Sales: Private placement warrants were sold pursuant to Section 4(a)(2) exemption of the Securities Act of 1933.
Investor Verification Checklist
- Verify the exact date of the 24-month deadline for the initial business combination (February 13, 2028).
- Confirm the total deferred underwriting discount amount ($13,687,500) and its impact on net cash available for operations.
- Review the specific terms of the Zenith Advisory Agreement regarding the 1.00% and 1.50% fees payable upon a business combination.
- Check the number of public shares outstanding (28,750,000) versus the number of private placement warrants (4,666,667) to assess dilution potential.
- Confirm the status of the over-allotment option (fully exercised) and its impact on the trust account balance.