SEC Form 4 · accession 0001213900-26-083960
Catalyst Acquisition Corp. · CATLU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Catalyst Sponsor LLC
10% Owner
Period of report
Jul 29, 2026
Accepted (ET)
Jul 31, 2026 · 4:05 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0002104391
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A ordinary sharesF1,F2 | Jul 29, 2026 | P | 270,000 | $10.00 | A | 270,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Right to receive one-seventh of one Class A ordinary shareF3,F2 | — | Jul 29, 2026 | P | 270,000 | A | — | — | Class A Ordinary Shares | 38,571 | 270,000 | D |
Explanation of responses
- F1Reflects the 270,000 Class A ordinary shares of Catalyst Acquisition Corp. (the "Issuer") that are included in the 270,000 private placement units of the Issuer purchased by Catalyst Sponsor LLC ("Sponsor"). Each private placement unit was purchased for $10 per unit and consists of one Class A ordinary share and one right to receive one-seventh (1/7) of one Class A ordinary share upon consummation of the Issuer's initial business combination.
- F2Each of Steven P. Beeks, Nicolas A. van Dyk and Craig A. Elson is a managing member of the Sponsor. Any action by the Sponsor with respect to the securities held by the Sponsor, including voting and dispositive decisions, requires a majority vote of the managing members. Under the so-called "rule of three," because voting and dispositive decisions are made by a majority of the Sponsor's managing members, none of the managing members of the Sponsor is deemed to be a beneficial owner of the Sponsor's securities, even those in which such managing member holds a pecuniary interest. Accordingly, none of the managing members of the Sponsor is deemed to have or share beneficial ownership of the securities held by the Sponsor.
- F3Represents the 38,571 Class A ordinary shares, which may be acquired by Sponsor upon the conversion of 270,000 rights (included in the Sponsor's private placement units) upon consummation of the registrant's initial business combination. As described in the Registration Statement under the heading "Description of Securities-Share Rights," each right will automatically convert into one-seventh (1/7) of one Class A ordinary share upon consummation of the Issuer's initial business combination, subject to certain adjustments described therein. No fractional Class A ordinary shares will be issued upon conversion of such rights.