US Merger & Acquisition SEC Filings — May 28, 2026

28-05-2026

Transglobal Management Group, Inc. (TMGI) acquired Continuum Software Technologies, Inc. (CSTI) on March 20, 2026, in a share exchange transaction. TMGI issued 50,645,000 shares of restricted common stock to CSTI shareholders in exchange for all outstanding CSTI shares, making CSTI a wholly owned subsidiary. The acquisition provides TMGI with a cloud-based golf management software platform, but the filing does not disclose any financial terms, revenue, or profitability of CSTI, and the transaction resulted in significant dilution to existing TMGI shareholders (TMGI had only 12,702,045 common shares outstanding prior to the deal).

• · The acquisition is intended to qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code.
• · The Exchange Shares were issued in reliance on exemptions from registration under Section 4(2) of the Securities Act and Rule 501 of Regulation D, as all CSTI shareholders are accredited investors or have sufficient financial knowledge.
• · No underwriting discounts or commissions were paid in connection with the share issuance.
• · TMGI's common stock is quoted on the OTC Markets under the symbol 'TMGI'.
• · The filing does not disclose any revenue, net income, or other financial metrics for CSTI or the combined entity.

28-05-2026

Ashford Hospitality Trust completed the sale of the 378-room Sheraton Indianapolis City Centre Hotel for approximately $16.5 million in net cash, using $14.6 million to repay a mortgage loan secured by nine hotels. The disposition resulted in a non-recurring loss of $2.0 million for FY2025 and a net loss attributable to common stockholders of $60.7 million for Q1 2026 on a pro forma basis, compared to a historical loss of $71.1 million. The sale reduces total assets by $20.3 million and indebtedness by $14.5 million.

• · The mortgage loan repaid was secured by nine hotels including the Sheraton Indianapolis.
• · Pro forma adjustments include a non-recurring loss of $2.0 million for FY2025 and write-off of loan costs of $128,000 for FY2025 and $83,000 for Q1 2026.
• · The sale reduced total assets from $2.605B to $2.583B and total liabilities from $3.044B to $3.024B as of March 31, 2026.
• · Pro forma net loss per share improved from -$35.99 to -$35.50 for FY2025 and from -$11.03 to -$9.42 for Q1 2026.

28-05-2026

TXO Partners, L.P. filed an 8-K with pro forma financial statements reflecting the disposition of oil and gas properties of Cross Timbers Energy, LLC to multiple buyers in April and May 2026. Pro forma results show that for the year ended Dec 31, 2025, net income would have been $28.454M (vs historical net loss of $21.619M), but for the three months ended Mar 31, 2026, the pro forma net loss was $74.314M, only slightly improved from the historical net loss of $74.336M. Total pro forma assets decreased from $1.321B to $1.163B, and long-term debt was reduced by $100M to $177.1M.

• · The CTE Disposition involved selling oil and gas properties to multiple buyers in April and May 2026.
• · Pro forma oil reserves decreased from 47,191.9 MBbls to 39,663.9 MBbls at Jan 1, 2025 due to the disposition.
• · Pro forma total proved reserves at Dec 31, 2025 were 52,959.1 MBbls of oil, 14,453.3 MBbls of NGL, and 234,140.3 MMcf of natural gas.
• · The pro forma adjustments include removal of a management fee paid by CTE to TXO Partners and interest expense savings from debt reduction using disposition proceeds.
• · For the year ended Dec 31, 2025, pro forma operating income improved from a loss of $30.581M to income of $14.989M (historical vs pro forma).
• · Pro forma basic net income per unit for FY2025 was $0.57 vs historical loss of $0.43 per unit.
• · For Q1 2026, pro forma basic net loss per unit remained $1.35, essentially unchanged from the historical loss.

28-05-2026

Olenox Industries Inc. (NASDAQ: OLOX) completed the acquisition of 100% of CS Digital Ventures, LLC for $30 million in upfront consideration ($14M in Series D Preferred Stock and $16M in seller note), plus warrants for 1.5M shares and up to $20M in additional preferred stock tied to milestones. The combined company aims to build a vertically integrated, gas-powered off-grid digital infrastructure platform targeting power costs below $0.02/kWh for energy-intensive data centers and AI workloads. CS Digital contributed approximately 35 MW of installed power capacity, 2025 revenue of $20.6M, and EBITDA of $6.2M, but the transaction requires stockholder approval for conversion of preferred stock and warrants, and the earnout milestones may not be achieved.

• · The transaction was unanimously approved by the boards of both companies.
• · The Series D Preferred Stock has a par value of $1.00 per share and a stated value of $100.00 per share.
• · The Warrants consist of three equal tranches of 500,000 shares each with exercise prices of $5.00, $7.00, and $9.00 per share.
• · The earnout milestones are tied to cumulative revenue and cumulative Adjusted EBITDA of CS Digital post-closing.
• · Conversion of Series D Preferred Stock and exercise of Warrants into common stock require stockholder approval under Nasdaq rules.
• · CS Digital was co-founded by Bernardo Schucman, who previously co-founded ATL Data Centers (merged into CleanSpark) and served as SVP at CleanSpark.
• · The combined company targets all-in power costs of less than $0.02 per kWh for off-grid data centers.
• · Buckman, Buckman & Reid, Inc. acted as Investment Advisor for the transaction.

28-05-2026

MasterBrand, Inc. (MBC) completed its all-stock merger with American Woodmark Corporation (AMWD) on May 28, 2026, creating the largest residential cabinet manufacturer in North America. The combined company expects approximately $90 million in annual run-rate cost synergies by year three and accretion to adjusted diluted EPS in year two, though these projections exclude potential future tariff increases. American Woodmark shareholders received 5.150 MasterBrand shares per AMWD share, with pre-closing MasterBrand shares representing about 63% of the combined entity.

• · The combined company will operate under the MasterBrand name and trade on NYSE under symbol MBC.
• · American Woodmark common stock will be delisted from Nasdaq.
• · Dave Banyard remains President and CEO; David Petratis remains Chairman.
• · Three former American Woodmark directors (Andrew Cogan, Philip Fracassa, Daniel Hendrix) joined MasterBrand's Board as independent directors.
• · Philip Fracassa will be up for re-election at MasterBrand's Annual Meeting on June 4, 2026.
• · MasterBrand is headquartered in Beachwood, Ohio and will maintain a presence in Winchester, Virginia.
• · The forward-looking statements exclude potential future tariff increases or impacts on costs or market demand.

28-05-2026

MasterBrand, Inc. (NYSE: MBC) and American Woodmark Corporation (NASDAQ: AMWD) completed their all-stock merger on May 28, 2026, creating the largest residential cabinet manufacturer in North America. American Woodmark shareholders received 5.150 MasterBrand shares per AMWD share, and pre-closing MasterBrand shares represent approximately 63% of the combined company. The combined company expects approximately $90 million in annual run-rate cost synergies by year three and accretion to adjusted diluted EPS in year two, though these projections exclude potential future tariff increases.

• · American Woodmark common stock will be delisted from the Nasdaq Stock Market.
• · MasterBrand shares will continue to trade on NYSE under symbol MBC.
• · MasterBrand will maintain a presence in Winchester, Virginia, in addition to its Beachwood, Ohio headquarters.
• · Philip Fracassa will be up for re-election at MasterBrand's Annual Meeting on June 4, 2026.
• · The merger was completed before MasterBrand's Annual Meeting of Stockholders on June 4, 2026.

28-05-2026

Bimergen Energy Corp, through its subsidiary Emergen Energy LLC, entered into a Contribution Agreement with FPU-BEC Development Topco LLC (affiliated with Cerberus Capital Management) on May 21, 2026, contributing 100% equity in three BESS project companies in exchange for 7.5% equity in the JV Company and a $1.176 million reimbursement. Concurrently, a Joint Development Agreement provides for up to $5.69 million in development and milestone payments, with some due by July 15, 2026. However, the third project's closing is contingent on Emergen's acquisition of that project within 15 business days, and failure to do so requires a capital contribution to the JV Company.

• · The Contribution Agreement closed on May 21, 2026 for two of the three Project Companies; the third closing is contingent on Emergen's acquisition of that project within 15 business days.
• · If Emergen fails to consummate the third acquisition, it must make a capital contribution to the JV Company equal to the portion attributable to that project.
• · The JDA includes development service payments and milestone-based payments, with some amounts payable no later than July 15, 2026.
• · Emergen acquired 100% membership interests in one Project Company via a Membership Interest Purchase Agreement for approximately $643,500, payable in installments tied to project milestones.
• · The agreements contain customary representations and warranties, and certain exhibits have been redacted confidentially.

28-05-2026

Tamboran Resources Corporation completed the acquisition of subsidiaries of Falcon Oil & Gas Ltd. following final court approval from the Supreme Court of British Columbia. The transaction gives Tamboran approximately 2.8 million net prospective acres, making it the largest acreage holder in the Beetaloo Basin depocenter. However, one Falcon shareholder dissented and will receive cash consideration instead of Tamboran shares, and the company remains in an early stage with no material revenue expected until the second half of 2026.

• · The acquisition was completed after final court approval from the Supreme Court of British Columbia.
• · One Falcon shareholder dissented and will receive cash consideration (the greater of cash consideration or fair value as determined by the court) instead of Tamboran shares.
• · The cash consideration for the dissenting shareholder will be placed into an existing blocked account at a U.S. financial institution in accordance with applicable sanctions laws.
• · Tamboran and Falcon will be jointly responsible for any fair value determined by the court for the dissenting shareholder.
• · First gas sales from the Pilot Project are expected in 3Q 2026.
• · Tamboran has no material revenue expected until the second half of 2026 and has a limited operating history.
• · The company has raised substantial doubt about its ability to continue as a going concern due to recurring operational losses, negative cash flows, and cumulative net losses.