false --12-31 0002104177 00-0000000 0002104177 2026-06-03 2026-06-03 0002104177 CIK0002104177:UnitsEachConsistingOfOneClassOrdinaryShare0.0001ParValueAndOnehalfOfOneRedeemableWarrantMember 2026-06-03 2026-06-03 0002104177 CIK0002104177:ClassOrdinarySharesParValue0.0001Member 2026-06-03 2026-06-03 0002104177 CIK0002104177:WarrantsEachWholeWarrantExercisableForOneClassOrdinaryShareAtExercisePriceOf11.50PerShareMember 2026-06-03 2026-06-03 iso4217:USD xbrli:shares iso4217:USD xbrli:shares UNITED 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): June 3, 2026 LONG TABLE GROWTH CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-43324 N/A (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 8400 Westchester Drive , Suite 212 Dallas , Texas 75225 (Address of principal executive offices, including zip code) Registrant’s telephone number, including
area code: ( 469 ) 619-7399 Not Applicable (Former name or former address, if changed since last report) 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, $0.0001 par value, and one-half of one redeemable warrant LTGRU The Nasdaq Stock Market LLC Class A ordinary shares, par value $0.0001 LTGR The Nasdaq Stock Market LLC Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share LTGRW The Nasdaq Stock Market LLC 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)) 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 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. 1 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 5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On June 3, 2026, in connection
with the IPO, Rich Riley, Benjamin Doramus and Amir Husain were appointed to the board of directors of the Company (the “Board”).
Each of Messrs. Riley, Doramus and Husain is an independent director. Effective June 3, 2026, Mr. Riley, Mr. Doramus and Mr. Husain were
appointed to the Board’s Audit Committee and Mr. Riley and Mr. Husain were appointed to the Compensation Committee, with Mr. Doramus
serving as chairman of the Audit Committee and Mr. Riley serving as chairman of the Compensation Committee. Following the appointment
of Mr. Riley, Mr. Doramus and Mr. Husain, the Board is comprised of the following three classes: the term of office of the first class
of directors consists of Mr. Husain and will expire at the Company’s first annual meeting of shareholders; the term of office of
the second class of directors consists of Mr. Riley and Mr. Doramus and will expire at the Company’s second annual meeting of shareholders;
and the term of office of the third class of directors consists of Gregory Ethridge and Joshua Ernst will expire at the Company’s
third annual meeting of shareholders. On June 3, 2026, in connection
with their appointments to the Board, each of the members of the Board entered into the Letter Agreement as well as an indemnity agreement
with the Company in the form previously filed as Exhibit 10.5 to the Registration Statement. Other than the foregoing,
none of the directors are party to any arrangement or understanding with any person pursuant to which they were appointed as directors,
nor are they party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company. The foregoing descriptions
of the Letter Agreement and the form of indemnity agreement do not purport to be complete and are qualified in their entireties by reference
to the Letter Agreement and form of indemnity agreement, copies of which are attached as Exhibit 10.1 hereto and Exhibit 10.5 to the Registration
Statement, respectively, and are incorporated herein by reference. Item 5.03. Amendments to Certificate of Incorporation
or Bylaws; Change in Fiscal Year. On June 3, 2026, in connection
with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association (the “Amended Charter”),
effective the same day. The terms of the Amended Charter are set forth in the Registration Statement and are incorporated herein by reference.
A copy of the Amended Charter is attached as Exhibit 3.1 hereto and incorporated herein by reference. 2 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). 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. LONG TABLE GROWTH CORP. By: /s/ Gregory Ethridge Name: Gregory Ethridge Title: Chief Executive Officer and Chairman Dated: June 5, 2026 4

Long Table Growth Corp. completed its IPO on June 5, 2026, raising capital through the offering of 17.25 million units (plus 2.25 million overallotment) listed on Nasdaq under ticker LTGRU. This provides the company with significant capital to fund expansion and pursue growth opportunities.

On June 5, 2026, Long Table Growth Corp. consummated its initial public offering (IPO) of 17,250,000 units, with each unit comprising one Class A ordinary share and one-half of one redeemable warrant. This offering included an overallotment of 2,250,000 units, enhancing the total capital raised. The units are priced at a par value of $0.0001 per share and are listed on The Nasdaq Stock Market under the trading symbol 'LTGRU'. This strategic move enables the company to expand its operations significantly and provides the necessary resources to pursue forthcoming growth opportunities.

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LONG TABLE GROWTH CORP.

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