8-K Reports
Long Table Growth Corp.
CIK

2104177

Accepted

Jun 5, 2026, 09:21 PM

Accession

0001213900-26-065914

1.01 Entry into a Material Definitive Agreement
3.02 Unregistered Sales of Equity Securities
8.01 Other Events
9.01 Financial Statements and Exhibits
Items (4)

Item 1.01. Entry into a Material Definitive Agreement. On June 5, 2026, Long Table Growth Corp. (the “ Company”) consummated its initial public offering (“ IPO”) of 17,250,000 units (the “ Units”), including 2,250,000 units sold pursuant to the full exercise of the underwriter’s over-allotment option. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “ Class A Ordinary Shares”), and one-half of one redeemable warrant (the “ Warrants”). The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $172,500,000. 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. 333-292835) for the IPO, initially filed with the U. S. Securities and Exchange Commission (the “ Commission”) on January 20, 2026, as amended (the “ Registration Statement”): An Underwriting Agreement, dated June 3, 2026, by and between the Company and Santander US Capital Markets LLC, as representative of the underwriters, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference. ────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── A Warrant Agreement, dated June 3, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference. ──────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── A Letter Agreement, dated June 3, 2026 (the “ Letter Agreement”), by and among the Company, its executive officers and its directors, and the Company’s sponsor, Long Table Growth Sponsor LLC (the “ Sponsor”), a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference. ───────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── An Investment Management Trust Agreement, dated June 3, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference. ─────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── A Registration Rights Agreement, dated June 3, 2026, by and among the Company and the Sponsor, a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference. ─────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── A Private Placement Warrants Purchase Agreement, dated June 3, 2026, by and between the Company and the Sponsor (the “ Private Placement Warrants Purchase Agreement”), a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference. ─────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── An Administrative Services and Indemnification Agreement, dated June 3, 2026, by and among the Company, the Sponsor and Long Table Growth Partners, a copy of which is attached as Exhibit 10.6 hereto and incorporated herein by reference. ─────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────

Item 3.02. Unregistered Sales of Equity Securities. Simultaneously with the closing of the IPO, pursuant to the Private Placement Warrants Purchase Agreement, the Company completed the private sale of 3,600,000 warrants (the “ Private Placement Warrants”) at the initial public offering price of $1.00 per warrant (for an aggregate purchase price of $3,600,000). The Private Placement Warrants are identical to the Warrants sold in the IPO, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 8.01. Other Events. A total of $173,362,500, comprised of $172,250,000 of the proceeds from the IPO (which amount includes $5,175,000 of the underwriters’ deferred discount) and $1,112,500 representing certain proceeds of the sale of the Private Placement Warrants, was placed in a U. S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its taxes, if any, the funds held in the trust account will not be released from the trust account until the earliest of (i) in connection with the completion of the Company’s initial business combination, (ii) the redemption of any Class A Ordinary Shares properly submitted in connection with a shareholder vote to amend the Company’s Amended Charter (A) to modify the substance or timing of the Company’s obligation to provide for the redemption of its Class A Ordinary Shares in connection with an initial business combination or to redeem 100% of the Company’s Class A Ordinary Shares if the Company has not consummated an initial business combination within 18 months from the closing of the IPO or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity; or (iii) absent an initial business combination within 18 months of the closing of the IPO, the Company’s return of the funds held in the trust account to its public shareholders as part of its redemption of the Class A Ordinary Shares. On June 3, 2026, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K. On June 5, 2026, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits. (d) Exhibits EXHIBIT INDEX Exhibit No. Description 1.1 Underwriting Agreement, dated June 3, 2026, by and between the Company and Santander US Capital Markets LLC as representative of the underwriters. ─────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── 3.1 Amended and Restated Memorandum and Articles of Association. 4.1 Warrant Agreement, dated June 3, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent. 10.1 Letter Agreement, dated June 3, 2026, by and among the Company, its executive officers and its directors and Long Table Growth Sponsor LLC. 10.2 Investment Management Trust Agreement, dated June 3, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee. 10.3 Registration Rights Agreement, dated June 3, 2026, by and among the Company and the Sponsor. 10.4 Private Placement Warrants Purchase Agreement, dated June 3, 2026, by and between the Company and Long Table Growth Sponsor LLC. 10.5 Administrative Services and Indemnification Agreement, dated June 3, 2026, by and among the Company Long Table Growth Sponsor LLC and Long Table Partners LLC. 99.1 Press Release, dated June 3, 2026. 99.2 Press Release, dated June 5, 2026. 104 Cover Page Interactive Data File (embedded within 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. LONG TABLE GROWTH CORP. By: /s/ Gregory Ethridge Name: Gregory Ethridge Title: Chief Executive Officer and Chairman Dated: June 5, 2026