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STATES SECURITIES
AND EXCHANGE COMMISSION Washington,
D.C. 20549 FORM 8-K CURRENT
REPORT PURSUANT
TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 Date
of Report (Date of earliest event reported): July 27, 2026 Catalyst Acquisition Corp. (Exact
name of registrant as specified in its charter) Cayman Islands 001-43418 30-1472067 (State
or other jurisdiction of incorporation) (Commission
    File Number) (IRS
Employer Identification No.) 1007 Ocean Avenue , Suite 501 Santa Monica , CA 90403 (Address
of principal executive offices, including zip code) Registrant’s
telephone number, including area code: ( 310 ) 404-1687 Not
Applicable (Former
name or former address, if changed since last report) Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions: ☐ Written communications
    pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant
    to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications
    pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications
    pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities
registered pursuant to Section 12(b) of the Act: Title
    of each class Trading
    Symbol(s) Name
    of each exchange on which registered Units, each consisting of one Class A ordinary share and one right CATLU The Nasdaq Stock Market LLC Class A ordinary shares, par value $0.0001 per share CATL The Nasdaq Stock Market LLC Rights, each entitling the holder to receive one-seventh (1/7) of one Class A ordinary share at an exercise price of $11.50 per share CATLR The Nasdaq Stock Market LLC Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging
growth company ☒ If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 1.01.
Entry into a Material Definitive Agreement. On
July 27, 2026, Catalyst Acquisition Corp. (the “Company”) consummated its initial public offering (“IPO”) of
20,000,000 units (the “Units”). The Company granted the underwriter (the “Underwriter”) a 45-day option from
the date of the prospectus (the “Over-Allotment Option”) to purchase up to an additional 3,000,000 Units at the initial public
offering price to cover over-allotments (the “Option Units”), if any. The Units were sold at a price of $10.00 per Unit,
generating gross proceeds to the Company of $200,000,000. 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 right to receive one-seventh (1/7) of one Class A Ordinary Share
upon the consummation of the Company’s initial business combination. 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: ● An
                                            Underwriting Agreement, dated July 27, 2026, by and between the Company and the Underwriter,
                                            a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference. ● A
                                            Share Rights Agreement, dated July 27, 2026, by and between the Company and Continental Stock
                                            Transfer & Trust Company, as share rights agent, a copy of which is attached as Exhibit
                                            4.1 hereto and incorporated herein by reference. ● An
                                            Investment Management Trust Agreement, dated July 27, 2026, by and between the Company and
                                            Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as
                                            Exhibit 10.1 hereto and incorporated herein by reference. ● A
                                            Registration Rights Agreement, dated July 27, 2026, by and among the Company and certain
                                            security holders, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein
                                            by reference. ● A
                                            Private Placement Units Purchase Agreement, dated July 27, 2026 (the “Private Placement
                                            Units Purchase Agreement”), by and between the Company and Catalyst Sponsor LLC (the
                                            “Sponsor”), a copy of which is attached as Exhibit 10.3 hereto and incorporated
                                            herein by reference. ● A
                                            Letter Agreement, dated July 27, 2026, by and among the Company, its officers, its directors
                                            and the Sponsor, a copy of which is attached as Exhibit 10.4 hereto and incorporated herein
                                            by reference. ● An
                                            Administrative Services Agreement, dated July 27, 2026, by and between the Company and the
                                            Sponsor, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference. ● Indemnity
                                            Agreements, dated July 27, 2026, by and among the Company and each director and executive
                                            officer of the Company, a form 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 Units Purchase Agreement, the Company completed the private sale of an
aggregate of 270,000 private placement units (the “Private Placement Units”) to the Sponsor at a price of $10.00 per Private
Placement Unit, or $2,700,000 in the aggregate. The Private Placement Units (and underlying securities) are identical to the units included
in the Units sold in the IPO, except as otherwise disclosed in the Company’s registration statement for its IPO. No underwriting
discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Units was made pursuant to the exemption
from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. 1 Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers. On
July 27, 2026, in connection with the IPO, Melvin D. Lindsey, Richard W. Cook and Christopher Heatherly (collectively with Steven P.
Beeks and Nicolas A. van Dyk, the “Directors”) were appointed to the board of directors of the Company (the
“Board”). Effective July 27, 2026, each of Messrs. Lindsey, Cook and Heatherly was appointed to the Board’s Audit
Committee, with Mr. Lindsey serving as chair of the Audit Committee. Each of Messrs. Cook and Heatherly was appointed to the
Board’s Compensation Committee, with Mr. Heatherly serving as chair of the Compensation Committee. Each of Messrs. Cook and
Heatherly was appointed to the Board’s Corporate Governance and Nominating Committee, with Mr. Cook serving as chair of the
Corporate Governance and Nominating Committee. On
July 27, 2026, the Company entered into indemnity agreements with each of the Directors and officers of the Company that require the
Company to indemnify each of them to the fullest extent permitted by applicable law and to advance expenses incurred as a result of any
proceeding against them as to which they could be indemnified. The foregoing summary of the indemnity agreements does not purport to
be complete and is subject to, and qualified in its entirety by, the full text of the form of indemnity agreement, which is filed as
Exhibit 10.6 to this Current Report on Form 8-K and incorporated herein by reference. Item 5.03.
Amendments to the Amended and Restated Memorandum and Articles of Association; Change in Fiscal Year. On
July 27, 2026, in connection with the IPO, the Company filed its amended and restated memorandum and articles of association (the “Amended
and Restated Memorandum and Articles of Association”) with the Cayman Islands Registrar of Companies, which was effective on July
27, 2026. The terms of the Amended and Restated Memorandum and Articles of Association are set forth in the Registration Statement and
are incorporated herein by reference. A copy of the Amended and Restated Memorandum and Articles of Association is attached as Exhibit
3.1 hereto and incorporated herein by reference. Item 8.01.
Other Events. A
total of $200,000,000 of the proceeds from the IPO and the sale of the Private Placement Units (which amount includes $6,000,000 in the
aggregate of the Underwriter’s deferred underwriting commissions) 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 in the trust account
that may be released to the Company to pay its taxes and for winding up and dissolution expenses, the funds held in the trust account
will not be released from the trust account until the earliest of (i) the completion of the Company’s initial business combination,
(ii) the redemption of the Company’s public shares if it is unable to complete its initial business combination within 24 months
from the closing of the IPO (the “Completion Window”), or by such earlier liquidation date as the Company’s board of
directors may approve, subject to applicable law, and (iii) the redemption of the Company’s public shares properly submitted in
connection with a shareholder vote to amend the Company’s Amended and Restated Memorandum and Articles of Association to modify
the substance or timing of its obligation to redeem 100% of the Company’s public shares if it has not consummated an initial business
combination within the Completion Window or with respect to any other material provisions relating to shareholders’ rights or pre-initial
business combination activity. On
July 27, 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
July 29, 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. 2 Item 9.01
Financial Statements and Exhibits. (d)
Exhibits The
following exhibits are being filed herewith: Exhibit No. Description 1.1 Underwriting
    Agreement, dated July 27, 2026, by and between the Company and the Underwriter. 3.1 Amended
    and Restated Memorandum and Articles of Association of the Company. 4.1 Share
    Rights Agreement, dated July 27, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as share rights
    agent. 10.1 Investment
    Management Trust Agreement, dated July 27, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as
    trustee. 10.2 Registration
    Rights Agreement, dated July 27, 2026, by and among the Company and certain security holders. 10.3 Private
    Placement Units Purchase Agreement, dated July 27, 2026, by and between the Company and the Sponsor. 10.4 Letter
    Agreement, dated July 27, 2026, by and among the Company, its officers, directors and the Sponsor. 10.5 Administrative
    Services Agreement, dated July 27, 2026, by and between the Company and the Sponsor. 10.6 Form of Indemnity Agreement. 99.1 Press
    Release, dated July 27, 2026. 99.2 Press
    Release, dated July 29, 2026. 104 Cover Page Interactive
    Data File (embedded within the Inline XBRL document). 3 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. CATALYST ACQUISITION CORP. By: /s/
Steven P. Beeks Name: Steven
    P. Beeks Title: Co-Chief Executive Officer Dated: July 29, 2026 4

Catalyst Acquisition Corp. completed its IPO on July 27, 2026, raising capital through the issuance of 20 million units, each containing a Class A ordinary share and a right exercisable at $11.50 per share. This milestone provides the SPAC with capital to pursue growth and expansion opportunities.

On July 27, 2026, Catalyst Acquisition Corp. completed its initial public offering (IPO) of 20,000,000 units. Each unit consists of one Class A ordinary share and one right, with the rights allowing holders to receive one-seventh of a Class A ordinary share at an exercise price of $11.50 per share. This IPO marks a significant milestone for the company as it raises capital to enhance growth and expand operations. The underwriter was also granted a 45-day option to purchase up to 3,000,000 additional units to cover over-allotments, signifying strong investor interest. The transaction impacts the company's market positioning and potential future investment opportunities.

Catalyst Acquisition Corp.

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