US Merger & Acquisition SEC Filings — May 26, 2026

26-05-2026

Bleichroeder Acquisition Corp. II (BBCQU) filed an 8-K with an investor presentation detailing its proposed business combination with Pasqal, a quantum computing company. Pasqal has 7 commercial QPUs installed and 3 in production, with €16.5M in 2025 commercial revenue and €66M+ in booked/awarded business. However, the company is pre-revenue at scale and faces significant competition from better-capitalized peers (e.g., IBM, Google, IonQ) with $550M+ raised versus competitors' $1.2B-$4B+.

• · Pasqal's technology uses neutral atoms, operating at room temperature with only 4 kW power consumption, no deep cryogenics required.
• · Pasqal demonstrated quantum advantage in materials simulation of TmMgGaO4, a real frustrated magnet, with results matching measurements from the MagLab.
• · The company's roadmap targets 10,000+ physical qubits and 200+ logical qubits with 99.9999% fidelity by 2029.
• · Pasqal has 85+ patents (53 hardware, 33 software) and is part of the IBM Quantum Network and Nvidia's NVQLink initiative.
• · Key customers include Aramco (Oil & Gas), Credit Agricole (Financial Services), LG Electronics (Specialty Materials), and CMA-CGM (Logistics).
• · The company has raised $550M+ total, but competitors have raised significantly more: IBM $4B+, Google $1.5B+, IonQ $1.2B+, Quantinuum $1.2B+, D-Wave $350M+.
• · Pasqal's QPU count (10) exceeds competitors: IonQ (6), Quantinuum (3), IBM (3), D-Wave (3).
• · The projected total addressable market for quantum computing is $720B by 2040, with Pasqal addressing all five segments (Advanced Materials & Energy $230B, Life Sciences & Pharma $200B, Logistics & Transport $190B, Financial Services $70B, Cross-Sector $30B).

26-05-2026

Mountain Lake Acquisition Corp. II (MLAC II) disclosed that the exclusivity provisions of its non-binding letter of intent with Terra Quantum AG have expired, meaning the SPAC may now pursue discussions with other potential business combination targets. While talks with Terra Quantum may continue, the expiration of exclusivity introduces uncertainty regarding the likelihood of a definitive deal with Terra Quantum.

• · The non-binding letter of intent with Terra Quantum was entered into in April 2026.
• · MLAC II is a special purpose acquisition company (SPAC) organized as a blank check company.
• · The company's securities trade on Nasdaq under symbols MLAAU (units), MLAA (Class A ordinary shares), and MLAAW (warrants).
• · The company is an emerging growth company and has elected not to use the extended transition period for complying with new or revised financial accounting standards.

26-05-2026

Columbus Acquisition Corp received two Nasdaq deficiency notices on May 22, 2026: one for failing the minimum 400 holders requirement (Minimum Holders Rule) and another for market value of listed securities (MVLS) falling below $50M. The Company has 45 days (until July 6) to submit a compliance plan for the holders issue, and 180 days (until November 18) to regain MVLS compliance. Failure could lead to delisting, though Nasdaq may grant extensions. The Company is evaluating options to regain compliance but faces uncertainty.

• · Received Minimum Holders Notice on May 22, 2026 requiring minimum 400 holders
• · 45 calendar days until July 6, 2026 to submit compliance plan
• · Received MVLS Notice same day for MVLS below $50M threshold
• · 180 calendar days Compliance Period until November 18, 2026
• · Nasdaq may grant extension up to 180 days if compliance plan accepted
• · Company may transfer listing to Nasdaq Capital Market if eligible
• · No assurance of regaining compliance

26-05-2026

ESG Inc. completed a split-off transaction on May 26, 2026, transferring 100% of its ESG China Limited subsidiary in exchange for the surrender and cancellation of 10,432,800 shares of its common stock. Following the transaction, ESG China Limited and its China operations are no longer consolidated with the Company, which now has 15,475,468 shares outstanding and will focus on its North America business through ESG Provisions, Inc.

• · The Split-Off and Share Exchange Agreement was dated April 10, 2026 and filed as Exhibit 10.1 to the Company's 8-K on April 13, 2026.
• · Unaudited pro forma condensed consolidated financial information was included in the Definitive Information Statement on Schedule 14C filed on May 5, 2026.
• · The Company is an emerging growth company as defined under SEC rules.

26-05-2026

NL Industries, Inc. has entered into an Agreement and Plan of Merger to reincorporate from New Jersey to Delaware by merging with its wholly owned subsidiary, NLI Holdings, Inc. The merger is conditioned on approval by two-thirds of the voting stock not owned by parent Valhi, Inc. (the Minority Vote Condition). Each outstanding share of NL common stock will convert one-for-one into shares of the surviving Delaware corporation, and all directors and officers will remain unchanged.

• · The merger is structured as a reorganization under Section 368(a) of the Internal Revenue Code.
• · The Minority Vote Condition requires approval by two-thirds of voting stock not owned by Valhi, Inc.
• · All outstanding equity awards and employee benefit plans will be assumed by the surviving corporation on identical terms.
• · The surviving corporation will be named NLI Holdings, Inc. and governed by Delaware law.
• · Shareholders will exchange New Jersey stock certificates for Delaware certificates on a one-for-one basis.

26-05-2026

Axiom Intelligence Acquisition Corp 1 (SPAC) announced a definitive Business Combination Agreement with Terra Quantum AG, a Swiss quantum technology company, dated May 25, 2026. The transaction will result in a new Swiss public company (PubCo) becoming publicly traded, with both Axiom and Terra Quantum becoming wholly owned subsidiaries of PubCo. No financial terms, valuations, or performance metrics were disclosed in this filing.

• · The Business Combination Agreement was signed on May 25, 2026, and the press release was issued on May 26, 2026.
• · The transaction structure involves a Swiss public company (PubCo) as the ultimate parent, with a Cayman Islands merger subsidiary.
• · Axiom's securities trade on Nasdaq under symbols AXINU (Units), AXIN (Class A ordinary shares), and AXINR (Rights).
• · Axiom is an emerging growth company and has elected not to use the extended transition period for complying with new financial accounting standards.
• · A registration statement on Form F-4 will be filed with the SEC, containing a proxy statement/prospectus for shareholder vote.
• · No financial projections, deal value, or expected closing timeline were provided in this filing.

26-05-2026

Rising Dragon Acquisition Corp. (RDACU) entered into a $50,000 promissory note with SZG Limited on May 15, 2026, to extend the time available to consummate its initial business combination. The note is non-interest bearing, convertible into private units at $10.00 per unit, and the proceeds must be deposited into the trust account. If the business combination does not close or the merger agreement is terminated under certain conditions, the note will be terminated with no amounts due.

• · The note is non-interest bearing and matures upon the closing of the business combination.
• · Conversion rights allow SZG Limited to convert the note into private units at $10.00 per unit, with no fractional units issued.
• · Proceeds must be deposited into the trust account to extend the time for the business combination.
• · The note is governed by New York law and includes a trust waiver preventing SZG Limited from seeking recourse against the trust account.
• · The merger agreement was signed on January 27, 2025, and the initial public offering prospectus is dated October 10, 2024.

26-05-2026

BurTech Acquisition Corp II announced the pricing of its $80,000,000 initial public offering of 8,000,000 units at $10.00 per unit, with each unit consisting of one Class A ordinary share and one redeemable warrant. The units began trading on Nasdaq under the ticker "BRKHU" on May 22, 2026, and the offering is expected to close on May 26, 2026. The company is a blank check company focused on retail, lifestyle, hospitality, technology, or real estate sectors, led by CEO Shahal M. Khan.

• · The registration statement was declared effective by the SEC on May 13, 2026.
• · Warrants become exercisable 30 days after completion of the initial business combination.
• · The company is a Cayman Islands exempted company.
• · The management team is led by Shahal M. Khan, who also serves as a member of the Board of Directors.
• · The company may pursue a business combination in any sector but will primarily focus on retail, lifestyle, hospitality, technology, or real estate markets.

26-05-2026

Lakeshore Acquisition III Corp. (Nasdaq: LCCC) announced a definitive business combination agreement with CPRO Electronics Holding Limited, a leader in physical AI security. The implied pro-forma enterprise value of the combined company is approximately $326 million, with CPRO shareholders receiving $185 million in ordinary shares (subject to closing adjustments). The transaction is expected to close in Q4 2026, but is subject to shareholder approvals, SEC effectiveness of a Form F-4, and other customary conditions, introducing execution risk.

• · CPRO has 30 years of industry experience and is rapidly integrating AI into security.
• · CPRO's Edge AI cameras analyze customer preferences and movement patterns to help store owners maximize sales and convenience.
• · CPRO also focuses on accident prevention by providing data on tasks, behavioral ranges, and material movement for human-robot collaboration.
• · The transaction is expected to accelerate CPRO's development in the U.S., Asia, and other markets.
• · The combined company will operate under the name 'CPRO Holding Limited' and its shares will trade on a U.S. national securities exchange.
• · The Merger Agreement has been approved by the boards of directors of both Lakeshore and CPRO.
• · The transaction requires approval from shareholders of both companies and effectiveness of a Form F-4 registration statement with the SEC.
• · Advisors: Loeb & Loeb LLP (Lakeshore legal), Hunter Taubman Fischer & Li LLC (CPRO legal), Promotive Capital (Lakeshore M&A), Maxim Group, AGBA & SME, and Year Champion Limited (CPRO M&A).
• · Lakeshore is a SPAC formed for the purpose of effecting a business combination.