US Merger & Acquisition SEC Filings — May 18, 2026

18-05-2026

Berto Acquisition Corp. II announced the pricing of its upsized initial public offering of 27,400,000 units at $10.00 per unit, raising $274,000,000. The units began trading on Nasdaq under the symbol GUACU on May 15, 2026, and the offering closed on May 18, 2026. The SPAC, sponsored by Harry You, intends to pursue a business combination, with a particular focus on opportunities in AI and the AI infrastructure supply chain ecosystem.

• · Each unit consists of one ordinary share and one-third of one redeemable warrant; ordinary shares and warrants will trade separately under symbols 'GUAC' and 'GUACW'.
• · The underwriter (Needham & Company) has a 45-day option to purchase up to 4,110,000 additional units to cover over-allotments.
• · Harry You has sponsored ten previous SPACs and assisted in the $67 billion Dell/EMC acquisition and the $92 billion Broadcom/VMware acquisition.
• · The Company has raised over $2 billion in capital across multiple SPAC and deSPAC transactions.
• · Legal counsel to the Company includes White & Case LLP and Ogier (Cayman) LLP; Mintz Levin serves as underwriters' counsel.

18-05-2026

Spring Valley Acquisition Corp. III filed an 8-K on May 18, 2026, disclosing Amendment No. 1 to its Business Combination Agreement with General Fusion Inc. and NewCo (1573562 B.C. Ltd.). The amendment modifies the transaction timeline so that the SPAC Redemption of shares occurs immediately prior to the SPAC Continuation (instead of after), and updates various definitions and conditions. The amendment also adopts a SPAC Equity Incentive Plan reserving 15% of post-closing SPAC Common Shares for issuance.

• · The amendment was executed on May 12, 2026, and amends the original Business Combination Agreement dated January 1, 2026.
• · The SPAC Redemption is now required to occur no later than immediately prior to the SPAC Continuation, rather than at Closing.
• · Redeeming Shareholders must have validly exercised Redemption Rights under Section 53.4 of the SPAC Memorandum and Articles of Association.
• · The SPAC Equity Incentive Plan will be a customary public company rolling evergreen plan, with initial share reserve equal to 15% of shares outstanding immediately after Closing.
• · The Plan of Arrangement and SPAC Closing Articles were replaced with updated versions attached as exhibits to the amendment.
• · The amendment is governed by the laws of British Columbia and attorns to the exclusive jurisdiction of courts in the Province of British Columbia.

18-05-2026

Addentax Group Corp. completed the acquisition of Time Is Loan Limited on May 15, 2026, through its wholly owned subsidiary Yingxi Industrial Chain Investment Co., Ltd. The acquisition was executed via a share exchange agreement dated April 22, 2026, with the seller, Ms. OR Shan Shan, receiving 137,790 shares of Addentax common stock. The shares were issued under Regulation S exemption, and no cash consideration or financial terms were disclosed.

• · The Share Exchange Agreement was originally filed as an exhibit to an 8-K on April 28, 2026.
• · The issuance of shares was exempt from registration under Regulation S (offshore transaction, non-U.S. person seller).
• · No financial terms (e.g., revenue, profit, valuation) of the target or acquisition were disclosed in this filing.

18-05-2026

Quantum Leap Acquisition Corp completed its IPO of 20,000,000 units at $10.00 each on May 4, 2026, generating $200 million in gross proceeds, followed by a partial exercise of the over-allotment option for 917,392 units providing an additional $9,173,920. Including private placement units, total trust account funds stand at $211,314,501 as of May 12, 2026. However, the company’s auditor issued a going concern warning due to limited cash and significant costs expected in pursuit of an acquisition, with an accumulated deficit of $144,260 and no operating revenues.

• · An aggregate of 20,917,392 Class A ordinary shares are subject to possible redemption at $10.10 per share, totaling $211,314,501.
• · Total transaction costs of $2,702,869 include $1,568,804 cash underwriting fee, $522,935 deferred underwriter fee, and $611,130 of other offering costs.
• · The company has an accumulated deficit of $144,260 and total shareholders' deficit of $831,279 as of May 12, 2026.
• · Class B ordinary shares include 572,717 shares still subject to forfeiture after the partial over-allotment exercise.
• · The independent auditor's report includes an emphasis-of-matter paragraph regarding substantial doubt about the company's ability to continue as a going concern.

18-05-2026

Iron Horse Acquisition II Corp. (Nasdaq: IRHO) and ELECTRA AI announced the filing of a registration statement on Form S-4 with the SEC for their proposed business combination. The transaction values ELECTRA at an implied equity value of approximately $250 million+ including earn-out targets, with the combined company expected to trade on Nasdaq under ticker 'AIBR' and close in the second half of 2026, subject to stockholder approval and other conditions.

• · Cantor Fitzgerald acted as underwriter for Iron Horse's IPO; Loeb & Loeb LLP serves as Iron Horse's legal counsel.
• · Park Avenue Capital Group Corp. and Roth Capital Partners are financial advisors to ELECTRA, with Latham & Watkins LLP as ELECTRA's legal counsel.
• · ELECTRA AI was co-founded in 2015 by Fabrizio Martini, inspired by work as a Principal Investigator on NASA projects.
• · Iron Horse completed its IPO in December 2025, raising $230M gross proceeds, and focuses on AI, media, and technology sectors.
• · The registration statement has not yet been declared effective and is subject to revision.

18-05-2026

Spark I Acquisition Corp received a Nasdaq deficiency notice on May 14, 2026 for failing to meet the Minimum Total Holders Rule (at least 400 total holders). The notice has no immediate effect on listing, and the company has 45 days to submit a compliance plan. The company intends to submit a plan by June 29, 2026, and if accepted, Nasdaq may grant an extension of up to 180 calendar days.

• · The notice was received on May 14, 2026 and disclosed on May 18, 2026.
• · The company is an emerging growth company and has elected not to use the extended transition period for new financial accounting standards.
• · The company's securities listed on Nasdaq include Units (SPKLU), Class A ordinary shares (SPKL), and Warrants (SPKLW).
• · If Nasdaq rejects the compliance plan, the company may appeal before a Nasdaq Hearings Panel.
• · The company's principal executive offices are located at 3790 El Camino Real, Unit #570, Palo Alto, CA 94306.

18-05-2026

Patriot Acquisition Corp., a blank check company (SPAC), announced the pricing of its $160 million initial public offering of 16 million units at $10.00 per unit on Nasdaq under ticker "PTAC". Each unit consists of one Class A ordinary share and one-half of a redeemable warrant exercisable at $11.50 per share. The company intends to focus on businesses in the financial industry (fintech, specialty finance, digital banking) and is led by CEO Jack Kopnisky and CFO Thomas Cestare. The offering is expected to close on May 18, 2026, with an over-allotment option of up to 2.4 million units.

• · The warrant exercise price is $11.50 per share, subject to adjustments.
• · The underwriter has a 45-day option to purchase up to an additional 2,400,000 units to cover over-allotments.
• · The trust account will hold $10.05 per unit from the offering proceeds.
• · The company plans to focus on the financial industry group (FIG Sector), particularly fee-based fintech, specialty finance, and digital banking.

18-05-2026

The filing (8-K, May 18, 2026) by Iron Dome Acquisition I Corp. reports the entry into a material definitive agreement (Item 1.01), along with unregistered sales of equity securities (Item 3.02), departure/election of directors and officer compensation arrangement changes (Item 5.02), amendments to articles of incorporation (Item 5.03), and other events (Item 8.01). However, the user provided only the summary header; no specific financial figures, party names, deal size, or premium are disclosed in this input. Therefore, the analysis is based solely on the existence of these items, not on any quantitative data.

• · The filing includes an 8-K with six material items, strongly suggesting a definitive merger/acquisition agreement has been signed.
• · No financial terms (deal value, exchange ratio, premium) are available from the provided summary.
• · The unregistered equity securities (Item 3.02) imply stock or warrants are being issued to target shareholders or investors.
• · Governance changes (Items 5.02 and 5.03) are typical in SPAC de-SPAC transactions or complex acquisitions.

18-05-2026

GSR V Acquisition Corp. (GSRV) announced the pricing of its $200 million initial public offering of 20,000,000 units at $10.00 per unit. The units will trade on Nasdaq under 'GSRVU' starting May 14, 2026, with the offering expected to close May 15, 2026. The company is a blank-check SPAC formed to pursue a business combination, managed by co-CEOs Gus Garcia and Lewis Silberman, President & CFO Anantha Ramamurti, and CBDO Yuya Orime.

• · Polaris Advisory Partners LLC is a financial advisory firm wholly owned and controlled by GSRV management, requiring Benchmark Company to act as Qualified Independent Underwriter. The underwriters have a 45-day option to purchase up to 3,000,000 additional units to cover over-allotments. The registration statement (File No. 333-295415) became effective on May 13, 2026.

18-05-2026

Digimarc Corporation completed a reorganization on May 15, 2026, merging with a subsidiary of newly formed holding company Digimarc Parent, Inc., and subsequently converting into an Oregon LLC. All outstanding shares of Digimarc common stock were exchanged on a one-for-one basis for shares of the holding company, which now trades on Nasdaq under the same symbol DMRC. The reorganization was approved by shareholders on April 30, 2026, and results in no change to the company's consolidated assets, liabilities, or equity.

• · Shareholders approved the reorganization at the annual meeting on April 30, 2026.
• · Effective May 19, 2026, the Nasdaq-listed entity name changes to 'Digimarc Parent, Inc.' with new CUSIP 25382K100.
• · Digimarc Parent, Inc. becomes the successor issuer under Rule 12g-3(a) and will file future SEC reports under CIK No. 0002119322.
• · The company intends to file Form 15 to suspend reporting obligations for the original Digimarc Corporation common stock.
• · Holdings intends to file post-effective amendments to registration statements on Form S-3 and Form S-8 and change its name to 'Digimarc Corporation'.

18-05-2026

The filing includes an Amended and Restated Certificate of Incorporation for Soleno Therapeutics, reducing authorized common shares to 1,000 (par value $0.001 per share). This structural change, combined with the 8-K items (including termination of a material agreement, completion of acquisition, delisting notice, and change of control), indicates a likely going-private or merger transaction was completed. The new certificate also eliminates cumulative voting, limits director/officer liability, and designates the Delaware Court of Chancery as the exclusive forum for stockholder disputes.

• · Par value of common stock unchanged at $0.001 per share.
• · Certificate eliminates cumulative voting rights for stockholders.
• · Directors can be removed with or without cause by majority vote.
• · Board is empowered to adopt, amend, or repeal bylaws without stockholder approval.
• · Exclusive forum clause mandates Delaware Chancery Court for most internal disputes.
• · Liability of directors and officers is eliminated to the fullest extent under Delaware law.

18-05-2026

Neurocrine Biosciences completed its $2.9B acquisition of Soleno Therapeutics on May 18, 2026, adding VYKAT XR (diazoxide choline), the first and only FDA-approved treatment for hyperphagia in Prader-Willi syndrome (PWS), to its rare disease portfolio alongside INGREZZA and CRENESSITY. The cash tender offer at $53.00 per share resulted in 88.9% of Soleno shares being tendered (46.4M shares), and remaining shares were converted to the same cash consideration. VYKAT XR, approved in March 2025, addresses a severe unmet need in an estimated 10,000 U.S. PWS patients, but faces integration risks and commercial adoption uncertainty as a newly launched therapy.

• · The transaction was initially announced on April 6, 2026, and closed on May 18, 2026.
• · VYKAT XR was approved by the FDA on March 26, 2025, and is now commercially available in the U.S.
• · Soleno's common stock will no longer be listed or traded on the Nasdaq Capital Market as of May 18, 2026.
• · Goldman Sachs & Co. LLC served as exclusive financial advisor and Cooley LLP as legal advisor to Neurocrine; Centerview Partners LLC and Guggenheim Securities,genheim Securities, LLC served as financial advisors and Wilson Sonsini Goodrich & Rosati as legal counsel to Soleno.
• · Neurocrine's portfolio also includes products for endometriosis and uterine fibroids in collaboration with AbbVie.

18-05-2026

On May 15, 2026, Healthy Extracts Inc. completed the acquisition of 100% of Adli Gummies Inc. (Imaraïs Beauty) through its subsidiary Healthy Extracts Canada Inc., issuing secured promissory notes totaling $794,000 and shares representing approximately 17.76% of total outstanding common stock, partially offset by the cancellation of 3,000,000 shares held by CEO Donald Swanson. Aaron Hefter, former CEO of Adli and co-CEO of Nutrabolics, was appointed Chief Brand Officer with a consulting agreement.

• · Aaron Hefter has over 20 years of experience in nutraceutical, wellness, and sports nutrition industries.
• · Hefter was named a finalist for the 2024 Beauty Independent Beacon Awards 'Brand Builder of the Year', finalist for EY Entrepreneur of the Year 2015, recipient of Business in Vancouver's 'Top Forty Under 40' in 2014, and named one of the most influential in sports nutrition by DXL Magazine in 2007.
• · Financial statements and pro forma information required by Item 9.01 will be filed in an amendment to this 8-K within 71 days.
• · The consulting agreement with Aaron Hefter is a material term of the acquisition.

18-05-2026

Quince Therapeutics acquires Orphai Therapeutics for stock, gaining LAM-001 (inhaled rapamycin) for rare pulmonary diseases. A concurrent $187M private placement ($115M upfront) led by Balyasny Asset Management was announced, with proceeds expected to fund operations through end-2028. However, existing Quince shareholders will be diluted to approximately 6.9% ownership post-transaction (fully diluted), while Orphai holders receive ~31.9% and PIPE investors ~61.2%.

• · Acquisition structured as stock-for-stock merger; Orphai equity exchanged for 3,258,517 common shares, 67,101.235 Series C shares (convertible to 67,101,235 common), and options for 26,332,798 common shares.
• · Orphai warrants exchanged for warrants to purchase 10,964.505 Series C shares at $996.90 per share (as-converted $0.9969), exercisable after BOS Phase 2 topline results or trial termination.
• · PIPE investors purchase 144,200.633 Series C shares at $797.50 per share (as-converted $0.7975) plus warrants for 72,100.322 Series C shares at $996.90 per share (as-converted $0.9969).
• · Stockholder approval required for conversion of Series C preferred to common stock; not required for closing of acquisition or PIPE.
• · Warrants from PIPE and exchanged Orphai warrants become exercisable after earlier of BOS Phase 2 topline results or trial termination/suspension.
• · No financial advisor details: LifeSci Capital financial advisor and placement agent; Evercore and Cantor capital markets advisors; Oppenheimer fairness opinion.
• · Estimated patient populations: PH-ILD ~86K U.S. / ~120K Europe; BOS ~17K U.S. / ~11K Europe; SAPH ~60K U.S.+Europe.
• · Cash runway expected through end of 2028 after closing, based on upfront proceeds and existing cash.

18-05-2026

Starry Sea Acquisition Corp. disclosed that its letter of intent (LOI) with Forever Young International Ltd. for a proposed business combination expired on January 12, 2026, without definitive agreements being executed. The company has decided not to proceed with the proposed business combination, marking the end of this potential merger.

• · The LOI was originally entered into on September 29, 2025, and the exclusivity period expired on January 12, 2026.
• · The expiration of the LOI and decision not to proceed was disclosed on May 18, 2026, via an 8-K filing.

18-05-2026

McKinley Acquisition Corporation appointed Joseph Shaposhnik as an independent director and as a Class I Director, effective May 14, 2026. Shaposhnik will also serve on the Audit Committee and Compensation Committee, receiving interests in the company's sponsor, McKinley Partners LLC, for his service. The appointment brings experience from Rainwater Equity, TCW Group, and Fidelity Investments.

• · Mr. Shaposhnik holds a B.S. in Business Administration from the Haas School of Business at UC Berkeley and an MBA from UCLA Anderson School of Management.
• · There are no arrangements or understandings between Mr. Shaposhnik and any other person regarding his appointment, and no related party transactions under Item 404(a) of Regulation S-K.
• · No family relationships exist between Mr. Shaposhnik and any director or executive officer of the Company.