US Merger & Acquisition SEC Filings — May 14, 2026

14-05-2026

Vernal Capital Acquisition Corp., a blank check company, consummated its IPO on May 7, 2026, selling 10,000,000 public units at $10.00 each for $100,000,000 gross proceeds and 251,250 private units to sponsors for $2,512,500, depositing $100,500,000 into a trust account. The balance sheet as of May 7, 2026, shows total assets of $101,518,073, with $793,727 in shareholders' equity. However, the auditor's report raises substantial doubt about the company's ability to continue as a going concern if it fails to complete an initial business combination within 15 months (or up to 21 months if extended).

• · Cash outside trust: $943,073; cash held in trust for over-allotment: $75,000.
• · Over-allotment option liability: $135,280.
• · Founder shares retroactively restated: 2,875,000 issued to sponsors for $25,000, including up to 375,000 subject to forfeiture.
• · Business combination must have fair market value of at least 80% of trust assets (excluding deferred underwriting commissions and taxes).
• · IPO registration statement effective May 5, 2026; must complete business combination within 15 months from May 7, 2026 (or up to 21 months if extended).

14-05-2026

GP-Act III Acquisition Corp. (GPATU) passed a special shareholder resolution amending its Amended and Restated Memorandum and Articles of Association, extending the deadline to consummate a Business Combination from 24 months after IPO to November 13, 2026. This change to Articles 49.9 and 49.10 provides additional time to complete a merger and avoids immediate liquidation risk. No financial metrics or performance data were disclosed in the filing.

• · Filing items: 1.01, 5.03, 5.07, 9.01
• · Amendments specifically target Article 49.9 introduction and Article 49.10 wording
• · Effective immediately upon shareholder resolution

14-05-2026

Apellis Pharmaceuticals, Inc. completed its acquisition by Biogen Inc. via tender offer and merger effective May 14, 2026, with shareholders receiving $41.00 per share in cash plus one non-transferable CVR potentially worth up to $4.00 upon milestone achievements. The company notified Nasdaq of the merger, halted trading, and plans to delist, deregister, and terminate SEC reporting obligations. Holders of the outstanding $93,897,000 principal amount of 3.500% Convertible Senior Notes due 2026 can elect to convert with a make-whole premium (yielding $1,080.77 cash and 26.3411 CVRs per $1,000 principal) until June 29, 2026, or require repurchase at 100% principal plus accrued interest (approx. $1,008.46 per $1,000) on June 30, 2026.

• · Base Conversion Rate: 25.3405 shares of Common Stock per $1,000 principal (standard); 26.3411 with Additional Shares of 1.0006 for Make-Whole Fundamental Change.
• · Make-Whole Fundamental Change Period: May 14, 2026 to June 29, 2026.
• · Fundamental Change Repurchase Date: June 30, 2026; repurchase at 100% principal plus accrued and unpaid interest.
• · Nasdaq trading halted effective before open on May 14, 2026; Form 25 to be filed for delisting.

14-05-2026

Shreya Acquisition Group, a Cayman Islands-incorporated SPAC, consummated its IPO on May 8, 2026, selling 11,000,000 units (including 1,000,000 from partial over-allotment) at $10.00 per unit for gross proceeds of $110,000,000. Simultaneously, it closed a private placement of 191,750 units to its Sponsor at $10.00 per unit, generating $1,917,500 in proceeds. An audited balance sheet reflecting these transactions is included as Exhibit 99.1.

• · Securities registered on New York Stock Exchange
• · No additional Private Units or incremental underwriting expense from partial over-allotment
• · Emerging growth company status
• · Warrants exercisable for one Class A Ordinary Share at $11.50 (subject to adjustment)
• · Rights convert to one-fourth of one Class A Ordinary Share upon initial business combination

14-05-2026

Fifth Era Acquisition Corp I, a Cayman Islands-based SPAC, announced on May 8, 2026, the resignation of Christopher Linn as Chief Financial Officer, effective immediately, with no disagreements on operations, policies, or financial reporting. The Board simultaneously appointed Christopher Nelson, age 29, as the new CFO. Mr. Nelson has supported the company's accounting, finance, and reporting functions since its IPO and has prior experience with the management team's previous SPAC and Fifth Era Partners.

• · Mr. Nelson performed similar functions for the management team’s prior SPAC from 2021 to 2024.
• · Mr. Nelson served as Investment Associate, Head of Research, and Director of Finance at Fifth Era Partners beginning in 2021.
• · Mr. Nelson consulted on executive and board compensation at Mercer beginning in 2019.
• · Company securities: Units (FERAU), Class A ordinary shares par value $0.0001 (FERA), Rights (FERAR), all listed on Nasdaq.

14-05-2026

Real Asset Acquisition Corp. (RAAQ), a SPAC, filed an 8-K on May 14, 2026, announcing that IQM Finland Oy publicly filed a Form F-4 registration statement with the SEC in connection with their February 22, 2026 business combination agreement, advancing the merger to take IQM public. The filing includes a preliminary proxy statement/prospectus for RAAQ shareholders ahead of an Extraordinary General Meeting. A joint press release was attached as Exhibit 99.1, with standard forward-looking statements and risk disclosures.

• · Business Combination Agreement dated February 22, 2026
• · Form F-4 includes preliminary proxy statement of RAAQ and preliminary prospectus of IQM
• · RAAQ Annual Report on Form 10-K for year ended December 31, 2025 filed March 3, 2026

14-05-2026

Melar Acquisition Corp. I/Cayman filed an 8-K on 2026-05-14 under Item 1.01 announcing entry into a material definitive agreement related to a merger/acquisition event. Item 9.01 discloses financial statements and exhibits, likely including the agreement details. No quantitative metrics, parties, valuation, terms, or performance data are provided in the filing summary.

14-05-2026

RRE Ventures Acquisition Corp., a Cayman Islands-incorporated SPAC, announced on May 14, 2026, that holders of its units may elect to separately trade the Class A ordinary shares and warrants comprising the units commencing May 20, 2026, with separated shares trading under 'RREV' and warrants under 'RREVW'. The company completed its initial public offering of 25,000,000 units on May 1, 2026, and the underwriters forfeited their over-allotment option on May 14, 2026. Units not separated will continue trading under 'RREVU' on Nasdaq.

• · Underwriters forfeited their over-allotment option to purchase additional units on May 14, 2026.
• · Company address: 5355 Town Center Road, Boca Raton, Florida 33486.
• · Warrants exercisable for one Class A ordinary share at $11.50 per share.

14-05-2026

On May 9, 2026, Laurent Hermouet resigned as a member of the Board of Directors of Blue Water Acquisition Corp. IV, effective immediately, including all committee memberships, with no disagreement on any matter relating to the Company’s operations, policies, or practices. The Company is actively searching for a replacement director.

14-05-2026

Willow Lane Acquisition Corp., a blank check company (SPAC), reported net income of $3,438,450 for the year ended December 31, 2025, primarily from $5,420,400 in trust interest income offsetting $2,017,653 in general and administrative costs, compared to net income of $116,890 in the 2024 inception period. However, cash balances declined to $322,830 from $1,368,608, shareholders' deficit widened to $(4,895,873) from $(2,913,923), and a going concern uncertainty exists if no business combination is completed by November 12, 2026. The filing includes audited financial statements for Willow Lane, Boost Run Holdings, LLC, and Boost Run Inc. in connection with a material merger/acquisition agreement.

• · Going concern doubt due to liquidity needs and mandatory liquidation by November 12, 2026 if no business combination.
• · Audited by WithumSmith+Brown, PC (PCAOB ID 100) for Willow Lane.
• · 12,650,000 Class A shares at ~$10.48 redemption value (2025) vs $10.05 (2024).

14-05-2026

This DEFM14A proxy statement for Mountain Lake Acquisition Corp. (MLAC) outlines risks associated with the proposed Business Combination with Pubco, including its status as an emerging growth company under the JOBS Act, reliance on disclosure exemptions, potential internal control weaknesses, litigation exposure, advisory board conflicts, post-merger stock volatility, and conditions to closing such as shareholder approval and Nasdaq listing that may not be satisfied. No positive operational metrics are provided, emphasizing uncertainties like material adverse effects or failure to meet analyst expectations. The filing highlights potential declines in Pubco Class A Stock price due to market factors unrelated to performance.

• · Business Combination conditions include MLAC shareholder approval, no prohibiting laws/orders, effectiveness of proxy statement/prospectus, Nasdaq listing approval, accuracy of representations/warranties, covenant performance, no material adverse effect on MLAC/Pubco/Company, and completion of Contribution.
• · Pubco expected to remain emerging growth company until earliest of fifth anniversary post-Business Combination, $1.235B revenue, $700M non-affiliate market value, or $1B debt issuance.
• · Advisory Board members have affiliations that may lead to conflicts, such as resource allocation or partnership decisions diverging from Pubco interests.

14-05-2026

NEC Corporation, through its wholly owned subsidiary Netcracker Technology, announced the completion of its acquisition of CSG Systems International, Inc. on May 14, 2026. Netcracker will lead the combined operations with Andrew Feinberg appointed as Chairman and Chief Executive Officer, enhancing capabilities in customer engagement, monetization, AI-driven automation, and cloud-native platforms. The merger aims to deliver integrated solutions for telecom, broadband, and digital service providers, with no reported disruptions to customer services.

• · NEC Group was established in 1899.
• · Netcracker Technology has over three decades of experience in digital platforms.

14-05-2026

Off The Hook YS Inc. (NYSE American: OTH) completed the acquisition of Apex Marine Companies (APEX) on May 14, 2026, gaining South Florida facilities with haul-out capacity up to 150 metric tons and support for vessels up to 130 feet, enhancing operational efficiency, refurbishment capacity, and global sales reach. The integration is generating millions of dollars in annual cost savings through reduced third-party dependencies, lower transportation costs, and faster turnaround times. This creates a centralized hub for tens of millions of dollars in inventory near Fort Lauderdale and Miami within the $57 billion U.S. marine industry.

• · APEX facilities support haul-out up to 150 metric tons and vessels up to 130 feet
• · Company founded in 2012 and headquartered in Wilmington, North Carolina

14-05-2026

Biogen Inc. completed its acquisition of Apellis Pharmaceuticals, Inc. on May 14, 2026, making Apellis a wholly owned subsidiary and adding EMPAVELI® and SYFOVRE® products, which generated $689 million in net product revenue in 2025. The deal is expected to be accretive to Biogen’s Non-GAAP diluted EPS in 2027 and boost EPS CAGR through the decade, while enhancing launch readiness for felzartamab with Phase 3 data anticipated in H1 2027. Approximately 82.4% of Apellis shares (105,687,831 shares) were tendered at $41 per share in cash plus a contingent value right (CVR) up to $4 per share.

• · Tender offer expired one minute after 11:59 p.m. ET on May 13, 2026; all conditions satisfied or waived on May 14, 2026.
• · Apellis shares ceased trading on Nasdaq following the merger.
• · Updated financial guidance to be provided with Q2 earnings report in July 2026.
• · Phase 3 readout for felzartamab in antibody-mediated rejection in kidney transplant patients expected in first half of 2027.

14-05-2026

Sumitomo Forestry Co., Ltd. completed its acquisition of Tri Pointe Homes, Inc. for $47.00 per share on May 14, 2026, making Tri Pointe a wholly owned subsidiary of Sumitomo Forestry America, Inc. and causing it to cease trading on the NYSE. The deal integrates Tri Pointe's premium lifestyle brand, over 160 active communities across 13 states, positioning the combined entity as the 5th largest U.S. homebuilder delivering approximately 15,000 units annually across 18 states. Leadership from both companies expressed enthusiasm for accelerated growth toward the Mission TREEING 2030 goal of 23,000 U.S. homes annually by 2030.

• · Tri Pointe Homes recognized as one of the 2026 Fortune World’s Most Admired Companies, 2026 Fortune 100 Best Companies to Work For, PEOPLE Companies That Care (2023-2025), Great Place To Work-Certified for five years.
• · Advisors: Mitsubishi UFJ Morgan Stanley and Morrison & Foerster LLP for Sumitomo Forestry; Moelis & Company LLC and Paul Hastings LLP for Tri Pointe Homes; Collected Strategies for communications.