Jacques Tohme co-founded Tailwind Energy in 2016 and grew it to a net asset value in excess of $782 million with average free cash flow of $200 million per year before selling it to Serica Energy Plc in March 2023 (S-1/A Management). His new company, Samos Energy Acquisition Corporation, has no target, 24 months to find one, and roughly $200 million to deploy (S-1/A).

Samos is a Cayman Islands blank-check company that filed an amended S-1 on July 7, 2026 for an initial public offering of 20,000,000 units at $10.00 each on the NYSE, ticker SAMO.U (S-1/A cover). The stated mandate is "international energy assets that are operational and cash generative" (S-1/A cover). Cantor Fitzgerald & Co. is the sole underwriter (S-1/A cover).

The origin story

The company was incorporated in the Cayman Islands. Its sponsor, Samos Energy Acquisition Sponsor, LP, is a Delaware limited partnership formed to invest in the SPAC and controlled by Tohme through Samos Energy Acquisition Sponsor Holdings, LLC (S-1/A Summary). On March 4, 2026, the sponsor acquired 5,750,000 Class B "founder shares" in exchange for $25,000 in expenses paid on the company's behalf, or roughly $0.004 per share (S-1/A Summary).

Non-managing sponsor investors have expressed an interest in indirectly purchasing 2,500,000 of the sponsor's 4,000,000 private placement warrants at $1.00 each. In exchange, the sponsor will issue them limited-partner interests entitling them to the economics of 2,000,000 of its founder shares, or 40.0% of the sponsor's founder equity (S-1/A Summary). The S-1/A notes explicitly that "due to such nominal purchase price, the non-managing sponsor investors will have the potential to realize enhanced economic returns from their investment as compared to other investors purchasing in the offering" (S-1/A cover).

The people running it

The company will have four directors after listing (S-1/A Management).

Jacques Tohme, Chief Executive Officer and future Chairman, since February 2026. Since July 2023 he has been co-founder and Managing Partner at Samos Energy Group, which owns floating energy infrastructure in Southeast Asia acquired from BlackRock's PetroFirst and from Brookfield's Altera Infrastructure Group (S-1/A Management). Before that, Tailwind Energy, the UK oil and gas producer he co-founded in 2016 backed by Mercuria, transacted with ExxonMobil, Royal Dutch Shell, EOG Resources, Oaktree, BP, and Eni before its sale to Serica Energy Plc (S-1/A Management). Columbia BS in Industrial Engineering.

Trent Kososki, Chief Financial Officer, Chief Accounting Officer, Secretary, and future Director, since March 2026. Since August 2022 he has been founder and CEO of GoodPeak, a Texas ERCOT-market operator of utility-scale energy storage, hybrid solar-plus-storage, and powered land supporting data centers (S-1/A Management). Prior: Managing Director at Stonepeak (September 2020 to August 2022), then Senior Advisor and Operating Partner through September 2025. Before Stonepeak, 15 years at ECP as a founding member and later Partner until August 2020 (S-1/A Management). Duke BS in Electrical Engineering.

Joseph McMonigle, independent Director Nominee. Since January 2025, President and CEO of the Global Center for Energy Analysis. From July 2020 to January 2025 he was Secretary General of the International Energy Forum, headquartered in the Diplomatic Quarter in Riyadh, Saudi Arabia (S-1/A Management). Chief of Staff at the U.S. Department of Energy from 2001 to 2005 (S-1/A Management).

Khodor Mattar, independent Director Nominee. Since August 2025 a Senior Advisor at G3, and since March 2023 an independent board member at Repsol E&P (S-1/A Management). From March 2021 to July 2025, Head of Capital Development at Trafigura. Prior: Managing Director, Americas at Temasek (2012 to 2020); investment banker at Rothschild & Co (1998 to 2012); started his career as a petroleum engineer at Schlumberger (S-1/A Management).

None of the officers or directors have received any cash compensation for services to the company to date (S-1/A Management).

By the numbers

  • Offering size: 20,000,000 units at $10.00 = $200,000,000 gross. Over-allotment: an additional 3,000,000 units on a 45-day option (S-1/A cover).
  • Unit composition: each unit is one Class A ordinary share plus one-half of one warrant. Warrant strike is $11.50, exercisable 30 days after business combination, expiring five years after combination (S-1/A cover).
  • Trust: $200.0 million placed in a U.S. trust at JPMorgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company as trustee. Initial amount is $10.00 per public share (S-1/A cover).
  • Underwriting fees: $12.0 million total (6.0% of gross). $4.0 million upfront to Cantor Fitzgerald plus $8.0 million deferred, held in trust and released only if a business combination closes (S-1/A cover).
  • Sponsor economics: 5,750,000 founder shares at $25,000 total ($0.004 per share), of which up to 750,000 are forfeitable depending on over-allotment exercise. Plus 4,000,000 private placement warrants at $1.00 each (S-1/A Summary).
  • Cantor Fitzgerald: sole underwriter and also the purchaser of 2,000,000 private placement warrants at $1.00 apiece (S-1/A cover).
  • Combination deadline: 24 months from closing to consummate an initial business combination, extendable only via shareholder vote (S-1/A cover).
  • 80% test: the target must have an aggregate fair market value of at least 80% of trust assets (excluding deferred underwriting commissions), or roughly $160 million minimum (S-1/A Summary).

What could break

Cantor Fitzgerald sits on both sides of the table. As sole underwriter Cantor earns fees only if the offering closes; through its purchase of 2,000,000 private placement warrants at $1.00 each and $8,000,000 in deferred commissions held in trust, it is also compensated only if a business combination closes (S-1/A cover). The S-1/A states investors "will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings" (S-1/A cover).

Dilution is baked into the founder-share ratchet. The Class B founder shares convert one-for-one into Class A ordinary shares at combination, with anti-dilution adjustments that preserve initial shareholders' aggregate ownership at 20% of all ordinary shares plus equity-linked securities issued in the combination. If new equity is sold below $9.20, warrant exercise prices and the $18.00 redemption trigger reset (S-1/A Summary).

No shortlist and no LOI. The S-1/A states: "We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target" (S-1/A cover). If no combination closes within 24 months, all public shares are redeemed at the aggregate trust amount (initially $10.00 per share), net of taxes and up to $100,000 in liquidation expenses (S-1/A cover).

The offering

Units, shares, and warrants have applied to list on the NYSE under tickers SAMO.U, SAMO, and SAMO.WS respectively (S-1/A cover). Separate trading of the Class A shares and warrants is expected on the 52nd day following the date of the prospectus, unless Cantor allows earlier separate trading (S-1/A cover).

Use of proceeds: $200.0 million (or $230.0 million with full over-allotment) placed into the trust; the sponsor is repaid up to $300,000 in loans covering organizational expenses; the sponsor is reimbursed $10,000 per month for office space, utilities, and administrative support commencing on listing (S-1/A cover).

What to watch

  • Separate trading commences 52 days after the prospectus dates, subject to Cantor's discretion to allow it earlier (S-1/A cover).
  • Sponsor forfeiture of up to 750,000 founder shares depending on over-allotment exercise within 45 days of the offering (S-1/A Summary).
  • The 24-month combination deadline from closing; if a business combination is not consummated, public shares are redeemed at the trust balance (S-1/A cover).
  • Warrant redemption trigger at $18.00 per share, adjusted lower if dilutive equity issuances occur below $9.20 (S-1/A Summary).

Sources

Not financial advice.