Sec Form 13D Filing - United Acquisition SPAC LLC filing for - 2026-03-17

Item 4 is hereby amended and restated as follows: In connection with the organization of the Issuer, on October 24, 2025, 2,875,000 Class B Ordinary Shares (the "Founder Shares") were purchased by the Sponsor for the amount of $25,000, pursuant to a Securities Purchase Agreement, dated as of October 24, 2025, by and between the Sponsor and the Issuer (the "Founder Share Purchase Agreement"), as more fully described in Item 6 of the Original Schedule 13D, which information is incorporated herein by reference. In November 2025, the Issuer effected a share dividend, resulting in the Sponsor holding an aggregate of 3,833,333 Founder Shares. Subsequently, the Sponsor transferred 25,000 Founder Shares to four of the Issuer's independent directors at their original purchase price of $0.007 per share, resulting in the Sponsor holding an aggregate of 3,733,333 Founder Shares, up to 500,000 of which were subject to forfeiture to the extent that the underwriters' over-allotment option in connection with the IPO was not exercised in full. On January 30, 2026, simultaneously with the consummation of the Issuer's IPO, the Sponsor purchased 175,000 units ("Private Placement Units") of the Issuer at $10.00 per Private Placement Unit, pursuant to the Private Placement Securities Purchase Agreement, dated as of January 28, 2026, as more fully described in Item 6 of this Amendment No. 1, which information is incorporated herein by reference. On February 12, 2026, in connection with the partial exercise by the underwriters of their over-allotment option, the Sponsor purchased 457 additional Private Placement Units at $10.00 per Private Placement Unit, pursuant to the Private Placement Securities Purchase Agreement. Each Private Placement Unit consists of one Class A Ordinary Share and one-quarter of a warrant, with each whole warrant exercisable into one Class A ordinary share at an exercise price of $11.50, subject to adjustment, on the later of (i) January 30, 2027, and (ii) the consummation of the Issuer's initial business combination (as described more fully in the Issuer's Final Prospectus dated January 28, 2026). On February 11, 2026, the underwriters partially exercised their over-allotment option. As a result, 439,233 Class B Ordinary Shares were forfeited by the Sponsor to the Issuer at no cost in connection with the expiration of the remaining portion of the underwriters' over-allotment option on March 14, 2026. The Ordinary Shares owned by the Reporting Persons have been acquired for investment purposes. Any actions the Reporting Persons might undertake may be made at any time and from time to time without prior notice and will be dependent upon the Reporting Persons' review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer's business, financial condition, operations and prospects; price levels of the Issuer's securities; general market, industry and economic conditions; tax considerations; the relative attractiveness of alternative business and investment opportunities; and other future developments. Subject to the restrictions described herein, including certain lock-up restrictions as further described in Item 6 below, the Reporting Persons may acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions. In addition, the Reporting Persons, in their position as a securityholder of the Issuer and Mr. Packer's position as a director and executive officer of the Issuer, may engage in discussions with other members of management, the Board, other securityholders of the Issuer and other relevant parties or encourage, cause or seek to cause the Issuer or such persons to consider or explore extraordinary corporate transactions, such as: a business combination, as contemplated in the Issuer's Amended and Restated Memorandum and Articles of Association, a merger, reorganization or transactions that could result in the de-listing or de-registration of the Class A Ordinary Shares; sales or acquisitions of assets or businesses; changes to the capitalization or dividend policy of the Issuer; changes in the Issuer's Amended and Restated Memorandum and Articles of Association, agreements, collaborations and other business arrangements between or involving the Reporting Persons and the Issuer; or other material changes to the Issuer's business or corporate structure, including changes in management or the composition of the Board. Other than as described above or other than as may have arisen in Mr. Packer's capacity as a director and executive officer of the Issuer, the Reporting Persons do not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)-(j) of the Schedule 13D, although, depending on the factors discussed herein, the Reporting Persons may change their purpose or formulate different plans or proposals with respect thereto at any time. To the extent Mr. Packer may be involved in the formulation or approval of such plans or proposals solely in his capacity as a director or executive officer of the Issuer, the Reporting Persons do not expect to disclose such developments of his involvement by amending this statement. With respect to paragraph (b) of Item 4, the Issuer is a blank check company formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Under various agreements between the Issuer and the Reporting Persons as further described in Item 6 in the Original Schedule 13D, the Reporting Persons have agreed (A) to vote their shares in favor of any proposed business combination and (B) not to redeem any shares in connection with a shareholder vote (or tender offer) to approve (or in connection with) a proposed initial business combination. The Reporting Persons may, at any time and from time to time, review or reconsider their position, change their purpose or formulate plans or proposals with respect to the Issuer.

Item 5(a) is hereby amended and restated as follows: The aggregate number and percentage of Class A Ordinary Shares beneficially owned by the Reporting Persons (on the basis of a total of 13,853,680 Ordinary Shares, including 10,459,580 Class A Ordinary Shares and 3,394,100 Class B Ordinary Shares, outstanding as of March 14, 2026) are as follows: Sponsor: Amount beneficially owned: 3,469,557 and Percentage: 25.0%; and Paul Packer: Amount beneficially owned: 3,469,557 and Percentage: 25.0%.

Item 5(b) is hereby amended and restated as follows: The aggregate number and percentage of Class A Ordinary Shares beneficially owned by the Reporting Persons (on the basis of a total of 13,853,680 Ordinary Shares, including 10,459,580 Class A Ordinary Shares and 3,394,100 Class B Ordinary Shares, outstanding as of March 14, 2026) are as follows: (x) Sponsor: Number of shares to which the Reporting Person has: i. Sole power to vote or to direct the vote: 3,469,557 ii. Shared power to vote or to direct the vote: 0 iii. Sole power to dispose or to direct the disposition of: 3,469,557 iv. Shared power to dispose or to direct the disposition of: 0 (y) Paul Packer: Number of shares to which the Reporting Person has: i. Sole power to vote or to direct the vote: 3,469,557 ii. Shared power to vote or to direct the vote: 0 iii. Sole power to dispose or to direct the disposition of: 3,469,557 iv. Shared power to dispose or to direct the disposition of: 0

None of the Reporting Persons has effected any transactions of Ordinary Shares during the 60 days preceding the date of this report, except as described in Item 4 of this Amendment No. 1 and Item 4 and Item 6 of the Original Schedule 13D, which information is incorporated herein by reference.