US Merger & Acquisition SEC Filings — May 29, 2026

29-05-2026

Mission Produce, Inc. completed its acquisition of Calavo Growers, Inc. on May 28, 2026, uniting two major North American avocado companies. The deal consideration was $26.05 per Calavo share, consisting of $14.85 cash and 0.9790 Mission shares (based on Mission's closing price of $11.44 on May 27, 2026). The acquisition expands Mission's product portfolio into tomatoes, papayas, and prepared foods (guacamole), and adds Calavo's sourcing capabilities and customer relationships. However, the transaction introduces integration risks, potential cost overruns, and the need to realize expected synergies, while Calavo's stock was suspended from trading and will be delisted by June 8, 2026.

• · Calavo stockholders will receive $14.85 in cash and 0.9790 shares of Mission common stock per Calavo share.
• · Nasdaq suspended trading of Calavo common stock prior to the open on May 28, 2026; delisting expected by June 8, 2026.
• · Kathleen Holmgren, former Chairman of Calavo's Board, appointed to Mission's Board, which now has 10 directors.
• · B. John Lindeman will continue to lead Calavo during a transition period, reporting to Mission CEO John Pawlowski.
• · Mission owns five packing facilities across the U.S., Mexico, Peru, and Guatemala and sources from 20+ growing regions.
• · Mission delivers to over 25 countries and also markets mangos and grows blueberries.

29-05-2026

Calavo Growers, Inc. completed its acquisition by Mission Produce, Inc. on May 28, 2026, through a two-step merger process. Calavo shareholders received 0.9790 Mission Produce shares and $14.85 in cash per Calavo share, with total consideration of approximately 17.5 million Mission Produce shares and $265.9 million in cash. All Calavo directors resigned effective at closing, and Calavo common stock was delisted from Nasdaq.

• · The Merger Agreement was originally dated January 14, 2026.
• · Calavo's credit agreement with Wells Fargo Bank was repaid and terminated upon closing.
• · All outstanding Calavo stock options, RSUs, and deferred RSUs were cancelled and converted into cash based on the Merger Consideration Value of $27.69.
• · Calavo common stock was delisted from Nasdaq on May 28, 2026, and the company intends to file Form 15 to suspend SEC reporting obligations.
• · The surviving entity after the mergers is Calavo Growers, LLC, a Delaware limited liability company.

29-05-2026

NANO Nuclear Energy Inc. (NNE) acquired Secured Transportation Services LLC (STS) for up to $13 million ($6M cash + $7M restricted stock), adding over 20 years of specialized nuclear transportation experience. STS generated $7.1M in revenue and $1.3M in net income for the twelve months ended December 31, 2025, making NNE one of the few revenue-generating microreactor developers. However, the acquisition introduces integration risks and the company remains an early-stage developer with no commercial reactor deployed.

• · STS was founded in 2005 and brings more than 20 years of specialized nuclear transportation experience.
• · STS personnel have completed projects in more than 40 countries.
• · STS currently holds approvals for more than 90% of active U.S. NRC approved spent fuel routes.
• · The acquisition was executed through NANO Nuclear's existing transportation subsidiary, Advanced Fuel Transportation Inc.
• · A portion of the $7 million in restricted stock is subject to certain contractual contingencies.
• · NANO Nuclear is the first portable nuclear microreactor company to be listed publicly in the U.S.
• · NANO Nuclear's reactor products in development include KRONOS MMR™ (in pre-application engagement with NRC), ZEUS™, and LOKI MMR™.
• · AFT is the exclusive licensee of a patented high-capacity HALEU fuel transportation basket developed by three major U.S. national nuclear laboratories and funded by the DOE.

29-05-2026

Tiptree Inc. and Warburg Pincus announced the closing of the sale of The Fortegra Group, Inc. to DB Insurance Co., Ltd. The transaction strengthens Tiptree's balance sheet with substantial cash proceeds, resulting in an estimated pro-forma book value per diluted share of approximately $23.80. Tiptree also authorized a new $20 million share repurchase program, reflecting confidence in its intrinsic value, while the company shifts focus to disciplined capital allocation and strategic acquisitions in financial services.

• · Warburg Pincus has more than $100 billion in assets under management and over 215 companies in its active portfolio.
• · Warburg Pincus has invested more than $5 billion in equity capital across over 20 insurance investments globally over 30 years.
• · Tiptree was established in 2007 and invests across insurance, asset management, specialty finance, and real estate sectors.
• · The forward-looking statements section includes cautionary language about risks and uncertainties that could cause actual results to differ materially.

29-05-2026

VERAXA Biotech strengthened its financial position for its business combination with Voyager Acquisition Corp. by securing a $27.5M senior secured note from an institutional investor and entering into a $50M at-the-market share purchase agreement with Lincoln Park Capital. The transactions provide flexible capital to advance its pipeline of BiTAC-TCE and BiTAC-ADC cancer therapies toward clinical development and initial value inflection points.

• · The Note is a senior secured obligation of VERAXA, secured by all VERAXA assets and ranking senior to all unsecured indebtedness.
• · Any amortization payment under the Note may be made in cash, in registered-for-resale shares of common stock, or a combination thereof, at VERAXA's sole option.
• · The holder of the Note has the right to require VERAXA to redeem up to 20% of the gross proceeds of any future equity or equity-linked financing (cash sweep).
• · VERAXA may redeem the Note at par at any time without penalty, subject to certain conditions.
• · The SPA with LPC contains no warrants, rights of first refusal, or participation rights, and LPC agreed not to engage in any short selling or hedging of VERAXA common stock.
• · The business combination agreement with Voyager was entered into on April 22, 2025, and a proxy statement/prospectus was filed with the SEC on February 19, 2026.

29-05-2026

Oceanhawk Acquisition Corp. consummated its IPO of 18,400,000 units (including full exercise of the over-allotment option) at $10.00 per unit, generating gross proceeds of $184,000,000, and completed private placements of 530,000 units for additional gross proceeds of $5,300,000. A total of $184,920,000 was placed in trust. However, the company has incurred significant costs, has no operating revenues, and its auditor has raised substantial doubt about its ability to continue as a going concern.

• · The company is a blank check company incorporated in the Cayman Islands on September 12, 2025, with no operating revenues and no identified business combination target.
• · Transaction costs totaled $8,725,721, including $2,400,000 cash underwriting fee, $5,600,000 deferred underwriting fee, and $725,721 other offering costs.
• · As of May 22, 2026, the company had an accumulated deficit of $4,843,218 and total shareholders' deficit of $4,842,555.
• · The auditor's report includes a going concern emphasis paragraph, noting substantial doubt about the company's ability to continue as a going concern due to significant costs in pursuit of its financing and acquisition plans.
• · The company must complete a business combination with a target having a fair market value of at least 80% of the net assets held in trust.
• · Class A ordinary shares subject to possible redemption are recorded at $160,800,000 (16,000,000 shares at $10.05 per share redemption value).

29-05-2026

Constellation Acquisition Corp I drew $5,000 from an unsecured promissory note with Constellation Sponsor LP to extend its deadline to complete a business combination by one month to June 29, 2026. This is the fourth of eleven possible monthly extensions, indicating continued progress toward a deal but also reflecting the persistent challenge of finalizing an acquisition.

• · The extension is from May 29, 2026 to June 29, 2026, the fourth of eleven permitted monthly extensions.
• · The note does not bear interest and matures upon closing of the business combination; if no deal occurs, repayment is limited to funds remaining outside the trust account.
• · The drawn amount was deposited into the company’s trust account for public shareholders.

29-05-2026

Averin Capital Acquisition Corp. appointed Akiko Moni Miyashita, age 70, to its board of directors effective May 28, 2026. Ms. Miyashita brings over 25 years of experience in strategy, finance, and corporate development, with expertise in healthcare, life sciences, technology, and global markets. She has signed standard joinder agreements waiving certain redemption rights and agreeing to vote her shares in favor of an initial business combination, which is typical for a SPAC seeking a merger target.

• · Ms. Miyashita served on the board of Halozyme Therapeutics from May 2022 to May 2026.
• · She was Executive Vice President and Chief Strategy Officer of Valo Health from May 2019 to September 2024.
• · She served as a Senior Advisor at McKinsey & Company from October 2011 to September 2015 and as a Partner at Innosight LLC from August 2015 to August 2019.
• · From July 2003 through October 2011, she was Vice President of Corporate Development at IBM.
• · Ms. Miyashita signed a joinder to the Letter Agreement dated February 18, 2026, waiving certain redemption rights and agreeing to vote her shares in favor of an initial business combination.
• · She also signed a joinder to the Registration Rights Agreement dated February 18, 2026, granting her registration rights for any ordinary shares she owns.
• · No family relationships exist between Ms. Miyashita and any other directors or executive officers.
• · The company is an emerging growth company and has elected not to use the extended transition period for complying with new financial accounting standards.

29-05-2026

Live Oak Acquisition Corp. V announced that its registration statement for the proposed business combination with Teamshares Inc. has been declared effective by the SEC. An extraordinary general meeting of Live Oak shareholders is scheduled for June 16, 2026, to vote on the transaction, which is expected to close in mid-June 2026. The combined company will be named Teamshares Inc. and is expected to trade on Nasdaq under tickers 'TMS' and 'TMSW'.

• · Record date for shareholder voting is May 7, 2026.
• · Meeting will be held virtually at www.cstproxy.com/liveoakacqv.com/2026 or in person at Ellenoff Grossman & Schole LLP, 1345 Avenue of the Americas, New York, NY 10105.
• · The registration statement on Form S-4 was declared effective by the SEC on May 27, 2026.
• · The combined company's securities are expected to trade on Nasdaq under tickers 'TMS' and 'TMSW'.
• · The transaction is subject to approval by both Live Oak and Teamshares shareholders and other customary closing conditions.

29-05-2026

Analysis unavailable

29-05-2026

Axiom Intelligence Acquisition Corp 1 (SPAC) has entered into a definitive Business Combination Agreement dated May 25, 2026, to acquire Terra Quantum AG, a Swiss quantum technology company, through a two-step merger structure. The transaction involves the formation of a Swiss public holding company (PubCo) and a merger of SPAC with a subsidiary, followed by the acquisition merger of Swiss HoldCo into PubCo, with the combined entity expected to be publicly traded. The agreement includes sponsor and shareholder support agreements, lock-up provisions, and an earnout mechanism, but no specific financial terms (e.g., valuation, PIPE size, or trust account balance) are disclosed in this excerpt.

• · The SPAC Board unanimously approved the transaction and deemed it in the best interests of SPAC.
• · Sponsor Support Agreement requires Sponsor to vote in favor, not redeem shares, and not transfer SPAC securities.
• · Shareholder Support Agreements include lock-up provisions for certain PubCo Ordinary Shares post-closing.
• · The transaction is structured to qualify as a tax-free reorganization under Section 368(a)(1)(F) of the U.S. Internal Revenue Code.
• · A Registration Rights Agreement will be entered into at closing among PubCo, Sponsor, SPAC, and certain Swiss HoldCo shareholders.
• · The agreement includes a trust account waiver by the Company and its shareholders.

29-05-2026

FG Merger II Corp. (FGMC) entered into a material OTC Equity Prepaid Forward Transaction with BOXABL Inc., Atsion Opportunity Fund, and an affiliated entity (FG Capital Partners), in connection with its pending business combination. The agreement provides FGMC with access to up to 3,000,000 shares of common stock as potential growth capital to replace redeemed trust assets, but is not structured to meet minimum cash requirements. The filing notes that the seller will waive redemption rights during the term, and the transaction is subject to a Valuation Date 90 days after closing, with a possible extension of up to 180 days.

• · The Forward Purchase Agreement was entered into on May 28, 2026, and immediately thereafter, a Novation Agreement transferred half of it to FG Capital Partners, a related party (affiliated with officers/directors).
• · The Seller is not obligated to purchase shares; the agreement provides 'access to potential additional growth capital' without guaranteeing minimum cash for the business combination.
• · The Settlement Amount Adjustment is $0.80 per share, reducing the amount the Seller must remit on the Cash Settlement Payment Date.
• · Seller has waived redemption rights under FGMC's certificate of incorporation for the duration of the Forward Purchase Agreement, which could reduce redemptions and alter perception of the transaction's strength.
• · The Merger Agreement and related registration statement (Form S-4) were previously filed with the SEC; the definitive proxy statement/prospectus has been mailed to shareholders.