SPACCircle Acquisition Corp.

As filed with the U.S. Securities and Exchange Commission on September 15, 2026.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

**8795 Folsom Blvd

Sacramento, California 95826

Tel: (916) 806-7146

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

**John Dicconson

8795 Folsom Blvd

Sacramento, California 95826

Tel: (916) 806-7146

**(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

**Approximate date of commencement of proposed sale to the public:**As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box.☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act.☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

$150,000,000

15,000,000 Units

SPACCircle Acquisition Corp. is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific target business and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any target business regarding any initial business combination with our company.

This is the initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share, one redeemable warrant, and one right to receive one-third (1/3) of one Class A ordinary share upon the consummation of our initial business combination. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as described herein. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will become exercisable 30 days after the completion of our initial business combination, and will expire five years after the completion of our initial business combination or earlier upon redemption or our liquidation, as described herein. We refer to the rights included in the units as Share Rights. No fractional shares will be issued in connection with the exchange of Share Rights. As a result, you must have three Share Rights to receive one ordinary share at the closing of the initial business combination. We have also granted the underwriters, D. Boral Capital LLC (“D. Boral” or “the underwriters”), a 45-day option to purchase from the date of this prospectus up to an additional 2,250,000 units to cover over-allotments, if any.

Whether they vote for or against or abstain from voting on the proposed transaction, or whether they were a public shareholder on the record date for the shareholder meeting held to approve the proposed transaction, we will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of two business days prior to the consummation of our initial business combination, including interest not previously released to the Company (which interest shall be net of Permitted Withdrawals), divided by the number of then issued and outstanding Class A ordinary shares that were sold as part of the units in this offering, which we refer to collectively as our public shares, subject to the limitations described herein.

If we are unable to complete our initial business combination within 12 months from the closing of this offering (or 15 months from the closing of this offering if a definitive business combination agreement has been publicly announced) or until such earlier liquidation date as our board of directors may approve, we will redeem 100% of the public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (net of Permitted Withdrawals and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding public shares, subject to applicable law and as further described herein. If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association will provide that a public shareholder, acting together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares, without the consent of the directors, with respect to more than an aggregate of 15% of the shares sold in this offering.

On April 22, 2026, our sponsor, SPACCircle Sponsor LLC, a Delaware limited liability company, paid $25,000 to cover certain offering costs in exchange for 5,750,000 Class B ordinary shares, which we also refer to as founder shares throughout this prospectus. Up to 750,000 founder shares are subject to forfeiture by our sponsor depending on the extent to which the underwriters’ over-allotment option is exercised. If none of the founder shares are forfeited, the resulting purchase price would be approximately $0.004 per share. Prior to the initial investment in the Company of $25,000 by our sponsor, the Company had no assets, tangible or intangible. The number of founder shares issued was determined based on the expectation that the founder shares would represent 25% of the outstanding shares after this offering (excluding any shares underlying any units our initial shareholders may purchase in this offering and the ordinary shares underlying the private placement units). This structure is unlike the structure of other blank check companies, which often provide that the Class B ordinary shares would equal 20% of the outstanding ordinary shares upon the completion of the offering. If we increase or decrease the size of the offering, pursuant to Rule 462(b) under the Securities Act, we will effect a capitalization or share surrender or redemption or other appropriate mechanism, as applicable, immediately prior to the consummation of the offering in such amount as to maintain the ownership of our initial shareholders prior to this offering at 25% of our issued and outstanding ordinary shares (excluding any shares underlying any units our initial shareholders may purchase in this offering and the ordinary shares underlying the private placement units) upon the consummation of this offering. The Class A ordinary shares issuable in connection with the conversion of the Class B ordinary shares may result in material dilution to our public shareholders due to the anti-dilution rights of our Class B ordinary shares that may result in an issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion. The founder shares and private placement units will be worthless if we do not complete an initial business combination.

In addition, our sponsor will purchase, in a private placement that will close simultaneously with the closing of this offering, an aggregate of 254,090 private placement units for an aggregate purchase price of $2,540,900 (or up to an aggregate of 270,965 private placement units for an aggregate purchase price of up to $2,709,650 if the underwriters’ over-allotment option is exercised in full). Each private placement unit consists of one private Class A ordinary share, one private redeemable warrant, and one private right to receive one-third (1/3) of a Class A ordinary share upon the consummation of an initial business combination. The private placement units are identical to the units sold in this offering, except that private placement units (including the underlying securities) are entitled to certain registration rights and may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of our initial business combination as described under “Principal Shareholders — Transfers of Founder shares and private placement units”. The founder shares held by the sponsor will convert into Class A ordinary shares at our initial business combination and dilute public shareholders. The anti-dilution protections of Class B ordinary shares may further increase such dilution because any equity or equity-linked securities issued or deemed issued in connection with our initial business combination would be disproportionately dilutive to our Class A ordinary shares.

The founder shares are identical to the Class A ordinary shares included in the units being sold in this offering except that (i) only the holders of the founder shares have the right to vote on (A) the appointment and removal of directors prior to the consummation of the initial business combination and (B) prior to the closing of the initial business combination, and whilst any Class B ordinary shares are issued and outstanding, continuing the Company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend the constitutional documents of the Company or to adopt new constitutional documents of the Company, in each case, as a result of the Company approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands); (ii) the founder shares are subject to certain transfer restrictions; (iii) our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed (A) to waive their redemption rights with respect their founder shares held by them, and any public shares they may acquire during or after this offering in connection with the completion of our initial business combination and (B) to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within 12 months from the closing of this offering (or 15 months from the closing of this offering if a definitive business combination agreement has been publicly announced) or until such earlier liquidation date as our board of directors may approve (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame); and (iv) the founder shares will automatically convert into our Class A ordinary shares at the time of our initial business combination, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described herein and in our amended and restated memorandum and articles of association. In addition, if our sponsor or an affiliate of our sponsor or certain of our officers and directors make any working capital loans, up to $1,000,000 of such loans may be converted into private placement units at a price of $10.00 per unit, at the option of the lender. Such units would be identical to the private placement units. A portion of the offering expenses have been paid from the proceeds of loans from our sponsor of up to $375,000 as described in this prospectus. As of June 30, 2026, we had borrowed $142,500 under the promissory note with our sponsor. These loans will be repaid upon completion of this offering out of the $625,900 of offering proceeds that has been allocated for the payment of offering expenses (other than deferred underwriting commissions). The additional issuance of securities that may occur as a result of the conversion of such loans into units, may result in material dilution to our public shareholders. Upon the closing of this offering, our sponsor will have invested in us only the $25,000 purchase price for the founder shares (or approximately $0.004 per share). See “Dilution”, “Proposed Business — Sponsor Information” on page 90 and “Management – Officer and Director Compensation” on page 117 for additional information, including discussion on our sponsor’s and our affiliates’ shares and compensation.

Our initial shareholders, which include our sponsor, own an aggregate of 5,750,000 Class B ordinary shares, up to 750,000 of which will be surrendered to us for no consideration after the closing of this offering depending on the extent to which the underwriters’ over-allotment option is exercised, which will automatically convert into Class A ordinary shares at the time of our initial business combination on a one-for-one basis, subject to the adjustments described herein. Only the holders of Class B ordinary shares will have the right to vote on (i) the appointment and removal of directors prior to the consummation of the initial business combination and (ii) prior to the closing of the initial business combination, and whilst any Class B ordinary shares are issued and outstanding, continuing the Company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend the constitutional documents of the Company or to adopt new constitutional documents of the Company, in each case, as a result of the Company approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Holders of our Class A ordinary shares will not be entitled to vote on the appointment and removal of directors or on continuing the Company in a jurisdiction outside the Cayman Islands during such time. On any other matters submitted to a vote of our shareholders, holders of the Class B ordinary shares and holders of the Class A ordinary shares will vote together as a single class, except as required by law.

As more fully discussed in**“Management — Conflicts of Interest**” on page 121 certain of our directors and officers have fiduciary or contractual duties to certain other companies in which they have invested or advised. These entities may compete with us for acquisition opportunities. Our sponsor is the beneficial owner of the founder shares and will be the beneficial owner of the private placement units following this offering, and members of our management team will indirectly own such securities. Because of such ownership and interests, our sponsor, and any of our officers and directors who have an ownership interest in the sponsor, may have actual or potential conflicts of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as compared to purchasers in this offering.See the sections titled“Summary — Conflicts of Interest,” “Proposed Business — Initial Business Combination” on page 7 and*“Management — Conflict of Interest”on page 121 for more information*. The low price that our sponsor paid for the founder shares creates an incentive whereby our sponsor could potentially make a substantial profit even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. If we fail to consummate an initial business combination, however, the founder shares and private placement units will be worthless, except to the extent the holders thereof receive liquidating distributions from assets outside the trust account, which could create an incentive for our sponsor and our executive officers and directors who have an ownership interest in the sponsor to complete a transaction even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. In contrast, our public shareholders will receive a pro rata distribution of the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (such interest net of Permitted Withdrawals and less up to $100,000 to pay dissolution expenses). Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors were to be included by a target business as a condition to any agreement with respect to our initial business combination. Additionally, upon the listing of our securities on the Nasdaq, we will reimburse our sponsor for office space, secretarial and administrative services provided to members of our management team, in the amount of $10,000 per month.

Prior to this offering, there has been no public market for our units, Class A ordinary shares, warrants, or Share Rights. We have applied to list our units on Nasdaq, under the symbol “SCQCU” on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on the Nasdaq. We expect that the Class A ordinary shares, warrants, and Share Rights comprising the units to begin separate trading on the 52 nd day following the date of this prospectus unless D. Boral informs us of its decision to allow earlier separate trading, subject to our satisfaction of certain conditions. Once the securities comprising the units begin separate trading, we expect that the Class A ordinary shares, warrants, and Share Rights will be listed on the Nasdaq under the symbols “SCQC”, “SCQCW”, and “SCQCR,” respectively.

We are an “emerging growth company” and a “smaller reporting company” under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 35 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

No offer or invitation, whether directly or indirectly, is being made or may be made to the public in the Cayman Islands to subscribe for any of our securities.

Of the proceeds we receive from this offering and the sale of the private placement units described in this prospectus, $150,000,000, or $172,500,000 if the underwriters’ over-allotment option is exercised in full ($10.00 per unit), will be deposited into a trust account located in the United States with Equiniti Trust Company, LLC acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to us for Permitted Withdrawals, if any, the funds held in the trust account will not be released from the trust account until the earliest to occur of: (i) our completion of an initial business combination; (ii) the redemption of any public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to re deem 100% of our public shares if we do not complete our initial business combination within 12 months from the closing of this offering (or 15 months from the closing of this offering if a definitive business combination agreement has been publicly announced) or by such earlier liquidation date as our board of directors may approve or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity; and (iii) the redemption of our public shares if we have not completed an initial business combination within 12 months from the closing of this offering (or 15 months from the closing of this offering in accordance with the terms described in this prospectus) or by such earlier liquidation date as our board of directors may approve, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders.

Because our sponsor acquired the founder shares at a nominal price, our public shareholders will experience immediate and substantial dilution. Upon the closing of this offering, and assuming no value is ascribed to the warrants or Share Rights included in the units, you and the other public shareholders will incur an immediate and substantial dilution of approximately 98.70% (or $9.87 per share, assuming no exercise of the underwriters’ over-allotment option), the difference between the pro forma net tangible book value per share of $0.13 and the initial offering price of $10.00 per unit. This dilution would increase to the extent that the anti-dilution provisions of the Class B ordinary shares result in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares at the time of our initial business combination. In addition, because of the anti-dilution protection in the founder shares, any equity or equity-linked securities issued or deemed issued in connection with our initial business combination would be disproportionately dilutive to our Class A ordinary shares. This dilution would be exacerbated to the extent other public shareholders seek redemptions from the trust. See***“Risk Factors — Risks Relating to our Securities — Our sponsor paid an aggregate of $25,000, or approximately $0.004 per founder share, and, accordingly, you will experience immediate and substantial dilution upon the purchase of our Class A ordinary shares.”***on page 53.

The following table illustrates the difference between the public offering price per Class A ordinary share and our net tangible book value per Class A ordinary share (“NTBV”), as adjusted to give effect to this offering and assuming the redemption of our public shares at varying levels. See***“Dilution”*** on page 76 for more information.

The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about [_______], 2026.

Sole Book-Running Manager

D. Boral Capital

, 2026

TABLE OF CONTENTS

We are responsible for the information contained in this prospectus. We have not, and the underwriters have not, authorized anyone to provide you with any information or to make any representations that are different or inconsistent with those contained in this prospectus. We are not, and the underwriters are not, making an offer to sell securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus.

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Trademarks

This prospectus contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the® or ™ symbols, but such reference are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other entities’ trade names, trademarks or service marks to imply a relationship with or endorsement or sponsorship of us by any other entities.

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