TRG Latin America Acquisitions Corp. IPO - What You Need to Know

Thinking about investing in TRG Latin America Acquisitions Corp.'s IPO? This isn't your typical company offering, so let's break down the essentials. This summary is based on a preliminary S-1 filing dated February 10, 2026.

1. What does this company actually do? (in plain English)

TRG Latin America Acquisitions Corp. is a Special Purpose Acquisition Company (SPAC), often known as a "blank check" company. Unlike traditional businesses that sell products or services, a SPAC's sole purpose is to raise capital through an IPO. It then uses these funds to acquire and merge with an existing private company, effectively bringing that company public. This particular SPAC focuses on identifying an acquisition target in Latin America. Currently, it has no operations, products, or customers of its own.

2. How do they make money and are they growing?

As a SPAC, TRG Latin America Acquisitions Corp. does not generate revenue or profits from business operations. Its value and potential for investor returns depend entirely on its management team's ability to:

• Identify a suitable, high-growth private company in Latin America.
• Successfully negotiate and complete a merger with that company.
• Transform into a publicly traded operating company that subsequently grows in value.

For investors, the potential for profit comes from the appreciation of shares in the new, combined company after a successful acquisition. The SPAC's "growth" is essentially measured by its management team's expertise in finding and executing a value-creating business combination.

3. What will they do with the money from this IPO?

The company will hold the vast majority of funds raised from this IPO in a trust account.

• Acquisition Funding: Approximately $200 million (based on 20 million units at $10.00 each) will be placed in this trust. These funds are primarily earmarked to finance the acquisition of a target company and to redeem shares from public shareholders who choose not to participate in the merger.
• Operating Costs: A small portion of the IPO proceeds, along with funds provided by the sponsor, will cover the SPAC's operating expenses. These include legal, accounting, and due diligence fees incurred while searching for a target. The sponsor, TRG Latin America Acquisitions LLC, has already loaned the company up to $300,000 for IPO expenses, which the company will repay from the trust or working capital. Additionally, an affiliate of the sponsor will receive $10,000 per month for administrative services once the company lists on Nasdaq.
• Deadline and Liquidation: The company faces a strict deadline of 24 months from the IPO closing date to complete a business combination. If it fails to complete a merger within this timeframe, the SPAC will liquidate. In this scenario, the company will return the funds in the trust account to public shareholders, typically at or near the initial IPO price of $10.00 per share, plus any accrued interest. However, investors would lose the opportunity cost of having their capital tied up during this period. This deadline can be extended, but requires shareholder approval, offering public shareholders another redemption opportunity.

4. What are the main risks I should worry about?

SPACs carry unique risks that are crucial for investors to understand:

• Uncertainty of a Business Combination: Investors are putting money into a company with no current operations and no identified acquisition target. There is no guarantee TRG Latin America Acquisitions Corp. will find a suitable merger candidate, or that shareholders will approve any proposed merger.
• Liquidation Risk: If the SPAC fails to complete an acquisition within the 24-month deadline, it must liquidate. While you would receive your initial investment back from the trust account (plus minimal interest), you would lose any potential gains and the opportunity to invest that capital elsewhere.
• Intense Competition for Targets: The SPAC market is highly competitive. TRG Latin America Acquisitions Corp. will compete with many other SPACs, private equity firms, and strategic buyers for attractive acquisition targets in Latin America. This intense competition could drive up valuations and make it harder to find a value-creating deal.
• Significant Shareholder Dilution:
  • Founder Shares (The 'Promote'): The initial shareholders (founders) acquired 5,750,000 Class B shares for a nominal price of $25,000 (approximately $0.004 per share) in November 2025. These shares will represent 20% of the outstanding shares after the IPO, effectively giving founders a substantial equity stake for a minimal investment. This 'promote' means public shareholders bear a disproportionately higher risk and cost relative to the founders.
  • Anti-Dilution Rights: The founders' Class B shares include anti-dilution rights. This means their conversion ratio into Class A shares can adjust upwards if the company issues additional Class A shares at a price below $10.00. This feature further increases their ownership percentage and dilutes public shareholders.
  • Working Capital Loan Conversion: The sponsor may loan the company up to $1,500,000 for working capital. If the company converts this loan into private placement units at $10.00 per unit, it would result in an additional 150,000 shares and 15,000 rights, further diluting public shareholders.
• Conflicts of Interest: Given their minimal investment and significant equity stake, the founders have a strong incentive to complete any business combination, even if it's not the optimal deal for public shareholders. This is because their Class B shares would become worthless upon liquidation. Officers and directors may also have other business obligations or personal incentives that could conflict with the best interests of public shareholders.
• Latin America Specific Risks: Focusing on Latin America introduces additional risks, including:
  • Political and Economic Instability: Volatility in government policies, elections, and economic conditions (e.g., inflation, recession, currency devaluation).
  • Regulatory and Legal Environment: Complex and evolving regulatory frameworks, potential for expropriation, and challenges in enforcing contracts.
  • Currency Fluctuations: Exposure to foreign exchange rate volatility, which can impact the value of an acquired company's earnings when converted to U.S. dollars.
• "Rights" vs. "Warrants": Each unit includes one-tenth (1/10) of a right. This means you need to hold 10 rights to receive one additional Class A ordinary share upon the successful completion of a merger. Unlike warrants, which typically give you the option to purchase shares at a set price, rights automatically convert into shares, but only if you accumulate enough of them. This structure can be less liquid and potentially less valuable than warrants.
• Redemption Limitations: While public shareholders generally have the right to redeem their shares if they disapprove of a proposed merger, the company can limit these redemptions. You (or a group you are part of) cannot redeem more than 15% of the shares sold in the IPO without the company's prior consent. This limitation could force you to hold shares in a company you do not support.
• Quality of Acquired Company: Even if a merger is completed, there is no guarantee the acquired company will perform well or generate returns for investors. The due diligence process may not uncover all material risks.

5. How do they compare to competitors I might know?

TRG Latin America Acquisitions Corp. does not compete with traditional operating companies. Instead, its "competitors" are other SPACs, private equity funds, and strategic corporate acquirers, all vying for attractive private companies, particularly in Latin America. A key differentiator for any SPAC is the experience, network, and track record of its management team and sponsor. Investors are essentially betting on their ability to identify, acquire, and integrate a high-potential business.

6. Who's running the company?

The success of any SPAC hinges on its leadership. The CEO is Nicolas Rohatyn. Investors should evaluate the team's collective experience:

• Nicolas Rohatyn (CEO): Mr. Rohatyn brings extensive experience in emerging markets finance and investment. He previously founded and led TRG Management, a global emerging markets asset management firm. His background includes significant roles in investment banking and private equity, with a strong focus on Latin American markets. There, he has cultivated a deep network and understanding of the region's economic landscape and investment opportunities.
• The Sponsor (TRG Latin America Acquisitions LLC): The sponsor is an affiliate of TRG Management. It leverages its established expertise and relationships in Latin American markets to source potential acquisition targets.

Their reputation, industry connections, and proven ability to execute complex transactions are paramount, especially given the potential conflicts of interest inherent in the SPAC structure.

7. Where will it trade and under what symbol?

Upon going public, the units, common stock, and rights are expected to trade on Nasdaq.

• TRGLU: This will be the ticker symbol for the initial "units," which consist of one Class A ordinary share and one-tenth of a right.
• TRGL: Once the units separate (typically 52 days after the IPO), this will be the ticker for the Class A ordinary shares.
• TRGLR: This will be the ticker for the separate "rights" once they begin trading independently.

8. How many shares and what price range?

TRG Latin America Acquisitions Corp. is offering 20,000,000 units in its IPO. The underwriters also have an option to purchase an additional 3,000,000 units to cover over-allotments, potentially increasing the total offering to 23,000,000 units.

• Price Per Unit: Each unit is priced at $10.00.
• Unit Composition: Each unit consists of one Class A ordinary share and one-tenth (1/10) of one Class A ordinary share right. This means investors would need to hold 10 rights to receive one full additional Class A ordinary share upon the completion of a business combination.

After a certain period (typically 52 days post-IPO), these units will separate, allowing the Class A ordinary shares and the rights to trade independently. Understanding these fundamentals is crucial when considering an investment in this unique type of public offering.