US Merger & Acquisition SEC Filings — May 27, 2026

27-05-2026

ProLogium, a solid-state battery developer, announced a definitive agreement to merge with SPAC Translational Development Acquisition Corp. (TDAC) at a pre-money valuation of approximately $3.8 billion. The transaction is expected to close in H2 2026, with the combined company listing on Nasdaq under ticker 'PRLG'. ProLogium has shipped over 2.4 million battery cells since 2013 and holds 1,100+ patents, but the merger is subject to shareholder and regulatory approvals, and the company faces risks including potential delays and market competition.

• · ProLogium commercialized solid-state batteries in 2013 and delivered the world's first solid-state battery demo car with ENOVATE Motor in 2019.
• · The 4th-generation battery features zero thermal runaway risk, 360 Wh/kg energy density (confirmed by TÜV Rheinland), and UL Solutions ARC testing verified no thermal runaway under HWS method.
• · ProLogium's first overseas GWh-class facility in Dunkirk, France, completed environmental assessment and building permit by end of 2024; construction expected in 2026, ramp-up Q4 2028–Q1 2029, mass production Q2 2029.
• · ProLogium received the 2026 Edison Awards Gold Award for its superfluidized all-inorganic solid-state battery technology.
• · The transaction is subject to approval by shareholders of both ProLogium and TDAC, regulatory approvals, and other customary closing conditions.
• · ProLogium is expanding into AI data centers, aerospace, robotics, and defense markets in addition to EVs.

27-05-2026

Oceanhawk Acquisition Corp. (OHAC) announced the pricing of its upsized initial public offering of 16,000,000 units at $10.00 per unit, raising $160,000,000. The units will trade on Nasdaq under ticker 'OHACU' starting May 21, 2026. The offering is expected to close on May 22, 2026, with an over-allotment option for up to 2,400,000 additional units.

• · The Company is a blank check company focused on high-potential businesses globally, leveraging the Oceanhawk platform.
• · CEO Ernest Miller has over 25 years of experience in the commodity-driven energy sector.
• · The offering is made only by means of a prospectus, copies available from The Benchmark Company or SEC website.

27-05-2026

Fortress Value Acquisition Corp. V appointed Karen Park as a director, effective May 27, 2026, and she will also serve on the Audit and Compensation Committees. Ms. Park will receive 30,000 founder shares from the sponsor. No financial results or period comparisons are provided.

• · Karen Park is a partner at Zukerman Gore Brandeis & Crossman, LLP, with over 16 years of finance and investments experience.
• · She holds a B.A. from University of Waterloo, J.D. from University of Toronto, and M.B.A. from Columbia Business School.
• · The Audit Committee and Compensation Committee each now consist of Tripp Jones and Karen Park.
• · Ms. Park entered into an indemnification agreement and a joinder to the letter agreement and registration rights agreement dated February 25, 2026.

27-05-2026

Charlton Aria Acquisition Corp (CHARU) received a Nasdaq notice on May 22, 2026, for failing to timely file its Quarterly Report on Form 10-Q for the period ended March 31, 2026, adding to a prior delinquency for its Annual Report on Form 10-K for FY2025. The company has until June 15, 2026, to submit a compliance plan; if accepted, it may receive an exception until October 12, 2026. While the notice has no immediate effect on trading, the repeated filing failures pose a material risk to the company's continued listing on The Nasdaq Global Market.

• · The company previously received a similar non-compliance notice on April 16, 2026, for failing to file its Form 10-K for the fiscal year ended December 31, 2025.
• · If Nasdaq accepts the compliance plan, the company may be granted an exception of up to 180 calendar days from the Form 10-K's due date, or until October 12, 2026, to regain compliance.
• · If the compliance plan is not accepted, the company may appeal the decision to a Hearings Panel.
• · The company's securities trade on The Nasdaq Global Market under symbols CHARU (units), CHAR (Class A ordinary shares), and CHARR (rights).

27-05-2026

Veris Residential, Inc. announced the completion of its $3.5 billion acquisition by an investor consortium led by Affinius Capital and Vista Hill Partners. Shareholders received $19.00 per share in cash, and the company's common stock has ceased trading on the NYSE.

• · Affinius Capital has $61 billion in assets under management.
• · Affinius Capital's portfolio includes over $14 billion in U.S. multifamily acquisitions and developments representing approximately 35,000 units.
• · Vista Hill Partners is co-led by Jonathan Kushner of Kushner Real Estate Group.
• · Goldman Sachs & Co LLC acted as lead arranger and underwriter on the bridge loan; UBS Securities LLC acted as co-arranger and underwriter.

27-05-2026

D. Boral ARC Acquisition I Corp. (BCARU) filed an 8-K on May 27, 2026, disclosing that Exascale Labs Inc., the target in its proposed business combination, issued a press release announcing CEO Dr. Hoansoo Lee's participation at the Guosheng Securities SST Industry Forum on May 29, 2026. The filing also reiterates forward-looking statements regarding the merger, expected to close with the combined entity renamed Exascale Labs Holdings Inc. and listed under ticker 'XLAB'.

• · The business combination was originally announced on January 11, 2026.
• · The press release was issued by Exascale, not BCAR.
• · The filing is furnished, not filed, under Item 8.01.
• · The combined company will be renamed Exascale Labs Holdings Inc. and list on Nasdaq under ticker 'XLAB'.
• · The registration statement on Form S-4 has been filed with the SEC.

27-05-2026

Amanat Acquisition Corp. completed its initial public offering (IPO) of 7,500,000 Class A ordinary shares at $10.00 per share on May 20, 2026, generating gross proceeds of $75,000,000. Simultaneously, it closed a private placement of 300,000 shares to Amanat Sponsor Holdings LLC for $3,000,000. As of the same date, $75,000,000 of net proceeds were deposited into a trust account for public shareholders, while the company reported a shareholders' deficit of $630,316 and had not yet commenced operations or selected a business combination target.

• · The company has 24 months from the IPO closing (May 20, 2026) to complete a business combination.
• · The company has not selected any specific business combination target and has not engaged in substantive discussions with any target.
• · Transaction costs totaled $3,490,447, including $750,000 cash underwriting fees, $2,250,000 deferred underwriting fees, and $490,447 other offering costs.
• · The trust account holds $75,000,000 ($10.00 per public share) and will be used to fund the business combination or for shareholder redemptions.
• · The company reported a shareholders' deficit of $630,316 as of May 20, 2026, driven by accumulated deficit of $630,562.
• · The company is a blank check company (SPAC) incorporated in the Cayman Islands on January 13, 2026.

27-05-2026

ASPAC III Acquisition Corp. received a Nasdaq delisting notice on May 20, 2026, because its stockholders' equity as of March 31, 2026 fell below the required $2,500,000 minimum for continued listing on The Nasdaq Capital Market. The company has 45 days to submit a compliance plan and may receive up to 180 additional days to regain compliance, but there is no assurance of success.

• · The company's stockholders' equity was reported on its Form 10-Q for the fiscal quarter ended March 31, 2026.
• · The non-compliance relates to Nasdaq Listing Rule 5550(b)(1).
• · The company's securities (Units, Class A ordinary shares, Rights) trade on The Nasdaq Capital Market under symbols ASPCU, ASPC, and ASPCR respectively.
• · The company is incorporated in the British Virgin Islands and its principal executive offices are in Wan Chai, Hong Kong.

27-05-2026

Flag Ship Acquisition Corporation received a second Nasdaq deficiency notice on May 21, 2026, for failing to timely file its Form 10-Q for the quarter ended March 31, 2026, while it remains delinquent on its Form 10-K for the period ended December 31, 2025. The company must submit a compliance plan within 60 days of the initial deficiency notice and may receive an extension until October 12, 2026, but there is no assurance it will regain compliance. The notice has no immediate effect on listing, but the company faces ongoing regulatory risk.

• · The initial deficiency notice was for failing to file the Form 10-K for the period ended December 31, 2025, as reported in a press release dated April 22, 2026.
• · The company remains delinquent on both the Form 10-K and the Form 10-Q as of the date of this report.
• · The compliance plan deadline is 60 calendar days from the date of the initial deficiency notice (received on or around April 22, 2026).
• · If the plan is accepted, Nasdaq may grant an exception of up to 180 calendar days from the Form 10-K due date, i.e., until October 12, 2026.
• · The company issued a press release on May 27, 2026, announcing the receipt of the additional deficiency notice.

27-05-2026

Live Oak Acquisition Corp. V (LOKVU) is seeking shareholder approval for its business combination with Teamshares, a company that will become the combined entity's only significant asset. The Live Oak Board did not obtain a fairness opinion from an independent third party, relying instead on its own financial analyses and management's due diligence, which introduces significant valuation risk for public shareholders. There is no specified maximum redemption threshold, meaning Live Oak could complete the deal even if a substantial majority of public shareholders disagree and redeem their shares, potentially reducing the trust account and public float.

• · The Live Oak Board did not obtain a fairness opinion or any similar report from an independent investment banking or accounting firm regarding the fairness of the Business Combination.
• · Live Oak has no specified maximum redemption threshold, allowing the deal to proceed even if a substantial majority of public shareholders disagree and redeem their shares.
• · The Sponsor, directors, executive officers, advisors, and their affiliates may purchase shares or warrants from public shareholders prior to the consummation of the Business Combination, potentially influencing the vote and reducing the public float.
• · Any such purchases will be disclosed in a Form 8-K filing prior to the extraordinary general meeting, including the amount, price, purpose, impact on approval likelihood, identities of sellers, and number of redemption requests received.
• · During the pendency of the Business Combination, both Live Oak and Teamshares are restricted from entering into other business combinations due to covenants in the Merger Agreement.