US Merger & Acquisition SEC Filings — June 01, 2026

01-06-2026

Rising Dragon Acquisition Corp. adopted a Second Amended and Restated Memorandum and Articles of Association on May 28, 2026, effective the same date, to govern its operations as a blank-check company. The charter defines a Business Combination as requiring a target with at least 80% of the fair market value of the Trust Account assets and prohibits combinations solely with another blank-check company. The company has authorized share capital of US$5,550 divided into 55,000,000 ordinary shares and 500,000 preference shares, each with a par value of US$0.0001.

• · The company is incorporated in the Cayman Islands with registered office at Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104.
• · The Over-Allotment Option allows underwriters to purchase up to an additional 15% of the firm units issued in the IPO at US$10 per unit, less underwriting discounts and commissions.
• · Public Shareholders are entitled to require the Company to redeem their Public Shares via a Redemption Notice, subject to conditions.
• · The company may register by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside the Cayman Islands.
• · The Audit Committee, Compensation Committee, and Nominating Committee are established under the Articles.

01-06-2026

GigCapital7 Corp. consummated its business combination with Hadron Energy, Inc. on May 22, 2026, accounted for as a reverse capitalization. For Q1 2026, Hadron reported net income of $13.4M, a significant turnaround from a net loss of $220,351 in Q1 2025, driven primarily by a $13.4M gain from the change in fair value of Simple Agreements for Future Equity (SAFEs). However, the company had an accumulated deficit of $59.0M, negative operating cash flows of $1.2M, and substantial doubt about its ability to continue as a going concern.

• · Hadron Energy was formed on July 8, 2024 as an LLC and converted to a Delaware corporation on October 30, 2024.
• · The Business Combination Agreement was entered into on September 27, 2025, with amendments on December 12, 2025 and April 16, 2026.
• · Shareholders approved the business combination on May 7, 2026, and the deal closed on May 22, 2026.
• · Deferred transaction costs of $2,290,926 as of March 31, 2026 will be reclassified to additional paid-in capital upon closing.
• · The company has substantial doubt about its ability to continue as a going concern, with accumulated deficit of $59.0M and negative operating cash flows.
• · SAFEs liability decreased from $46.4M at Dec 31, 2025 to $34.5M at Mar 31, 2026, contributing a $13.4M gain in other income.
• · General and administrative expenses increased from $148,877 in Q1 2025 to $1,562,910 in Q1 2026, largely due to business combination costs.
• · Stock-based compensation was $2,734,113 in Q1 2026 vs $9,013 in Q1 2025.

01-06-2026

Columbus Acquisition Corp received a Nasdaq notice on May 22, 2026, indicating its market value of listed securities (MVLS) had fallen below the $50 million minimum for continued listing on the Nasdaq Global Market. However, by May 28, 2026, the company's MVLS had recovered to $50 million or greater for 10 consecutive business days, and Nasdaq confirmed the company has regained compliance, closing the matter.

• · The initial MVLS deficiency notice was received on May 22, 2026.
• · The compliance period measured was the 10 consecutive business days from May 13, 2026 to May 27, 2026.
• · The company's securities trade on the Nasdaq Global Market under symbols COLAU, COLA, and COLAR.
• · The company is an emerging growth company and has not elected to use the extended transition period for new accounting standards.

01-06-2026

FortuneX Acquisition Corp announced the pricing of its IPO of 7,500,000 units at $10.00 per unit, with each unit consisting of one ordinary share and one-half of one redeemable warrant. The units are expected to trade on Nasdaq under the ticker 'FXACU' starting May 21, 2026, and the IPO is expected to close on May 22, 2026. The company has granted underwriters a 45-day option to purchase up to 1,125,000 additional units to cover over-allotments.

• · Each whole warrant entitles holder to purchase one ordinary share at $11.50 per share, subject to adjustments.
• · The registration statement on Form S-1 (File No. 333-295053) was declared effective on May 19, 2026.
• · Polaris Advisory Partners, a division of Kingswood Capital Partners LLC, is acting as sole book-running manager.
• · The ordinary shares and warrants are expected to trade under symbols 'FXAC' and 'FXACW' respectively after separate trading begins.

01-06-2026

FedEx Corp. completed the spin-off of FedEx Freight, creating two independent public companies. FedEx Freight begins trading on NYSE under ticker FDXF. FedEx distributed 80.1% of FedEx Freight shares to stockholders on a pro rata basis (1 share per 2 FDX shares) and retained 19.9%, which it plans to dispose of within 24 months. The spin-off is intended to position both companies for long-term value creation, but forward-looking statements highlight risks including potential disruption and unanticipated costs.

• · Spin-off effective date: June 1, 2026.
• · Record date for distribution: May 15, 2026.
• · FedEx will dispose of retained 19.9% stake within 24 months via exchanges for debt repayment or distributions to stockholders.
• · FedEx aims for carbon-neutral operations by 2040.
• · Forward-looking statements caution about risks including disruption, litigation, and unanticipated costs.

01-06-2026

Mobilewalla, a provider of data-centric vertical agentic AI solutions, will go public via a business combination with SPACSphere Acquisition Corp. (SSAC) at a $250 million pre-money valuation. The company generates $13.9 million in ARR as of April 30, 2026, with 94% gross retention and 96% monthly recurring revenue mix. However, the transaction is subject to shareholder approval and customary closing conditions, with no guarantee of completion.

• · Mobilewalla founded in 2012 by Dr. Anindya Datta.
• · Data platform built on over 11 years of longitudinal signals.
• · Telescope product in pilot at a F50 telecom company.
• · Transformative M&A pipeline with over $40 million of net new ARR in potential targets.
• · Founder-led with majority ownership; existing stakeholders rolling 100% of equity.
• · Transaction expected to close in second half of 2026.
• · Combined company to be named Mobilewalla, Inc. and listed on a US national exchange.
• · SSAC's trust value per share as of March 13, 2026 used for cash calculation.

01-06-2026

Corner Growth Acquisition Corp. 2 announced on May 8, 2026, that its board of directors determined it cannot complete an initial business combination and will begin liquidation and dissolution. The company will redeem public shares at a per-share price equal to the trust account balance (including interest, less up to $100,000 for expenses and taxes), extinguishing public shareholders' rights. This marks a complete failure to consummate a merger or acquisition, resulting in a negative outcome for shareholders.

• · The company will cease all operations except for winding up purposes.
• · Redemption price per public share equals aggregate trust account deposit (including interest earned not previously released) divided by number of outstanding public shares, minus up to $100,000 of interest for expenses and net of taxes.
• · Redemption extinguishes all public shareholders' rights, including further liquidation distributions.
• · The company is subject to Cayman Islands law obligations to provide for creditor claims.

01-06-2026

Corner Growth Acquisition Corp. announced on May 8, 2026, that its board determined it cannot complete an initial business combination and will proceed with liquidation and dissolution. The company will redeem public shares at a per-share price equal to the trust account balance (including interest, less up to $100,000 for liquidation expenses and taxes) divided by outstanding public shares, ceasing all operations except for winding up.

• · The company will redeem public shares in cash from the trust account, extinguishing shareholders' rights to further distributions.
• · The liquidation is subject to Cayman Islands law requirements for creditor claims and other applicable legal obligations.
• · The company will cease all operations except those necessary for winding up.

01-06-2026

Disciplined Growth Acquisition Corporation announced the pricing of its $150 million initial public offering of 15,000,000 units at $10.00 per unit. The units consist of one Class A ordinary share and one right to receive one-fourth of a Class A ordinary share upon a future business combination. The offering is expected to close on May 28, 2026, with units trading on the NYSE under the symbol DGACU starting May 27, 2026.

• · The underwriter has a 45-day option to purchase up to an additional 2,250,000 units at the IPO price to cover over-allotments.
• · The registration statement was declared effective by the SEC on May 26, 2026.
• · The Company intends to focus its search for a business combination target in financial technology, aerospace and defense technology, clean technology, and other sectors with disruptive market opportunities.
• · The Company's management team is led by Robert Wotczak (CEO and Chairman) and Emma Dell'Acqua (CFO).

01-06-2026

REPAY completed the acquisition of KUBRA for $372 million in cash, expanding its position as a leading consumer bill payment provider. The company raised its FY2026 revenue outlook to $490-$500 million (from $340-$346 million) and Adjusted EBITDA to $168.5-$176 million (from $141-$146 million), but Free Cash Flow Conversion guidance dropped to 30% from 45%. REPAY expects $15+ million in annual run-rate cost synergies and plans an Investor Day in December 2026.

• · Combined net leverage at closing is approximately 4.0x, expected to reduce to below 3.0x within 18 months.
• · REPAY expects approximately $8 million of identified run-rate expense synergies during 2026.
• · Expected revenue opportunities of approximately $5+ million by 2028 from cross-selling.
• · KUBRA was founded in 1992 and is headquartered in Mississauga, Ontario.
• · KUBRA serves over 250 clients in utility, government, and insurance sectors.

01-06-2026

TDS subsidiary Array Digital Infrastructure (formerly U.S. Cellular) completed the sale of select spectrum assets to Verizon for $1.0 billion in cash on June 1, 2026. Concurrently, Array's Board declared a special cash dividend of $11.00 per share, with TDS holding a combined 70,788,703 shares of Array common and Series A common stock, resulting in a significant cash inflow to TDS.

• · The sale was completed under a License Purchase Agreement dated October 17, 2024.
• · The special dividend record date is June 11, 2026, and the payment date is June 25, 2026.
• · TDS held 33,005,877 shares of Series A Common Stock and 37,782,826 shares of Common Stock of Array as of June 1, 2026.

01-06-2026

Braemar Hotels & Resorts Inc. closed on the sale of the Park Hyatt Beaver Creek Resort & Spa for $176 million, generating a 4.6% capitalization rate on trailing 12-month net operating income (NOI) of $8.0 million. The Company repaid a $70.5 million mortgage loan and its $104.5 million in net proceeds were used in part to fully repay the 4.50% Convertible Senior Notes due June 1, 2026. However, the property's trailing twelve-month net income was a loss of ($3.0) million, and the sale eliminates a near-term debt maturity while strengthening the balance sheet for an ongoing strategic alternatives process.

• · The property sale, combined with other sales in the applicable 12-month and 36-month lookback periods, does not trigger a Change of Control under the advisory agreement with Ashford Inc.
• · The property had trailing 12-month Hotel EBITDA of $9.8 million and capital reserve of $1.8 million.
• · The capitalization rate calculation used net operating income after a 4% of gross revenue capital expense reserve.

01-06-2026

Array Digital Infrastructure completed the sale of select spectrum assets to Verizon for $1.0 billion and additional sales to T-Mobile totaling $168M. The Board declared a special dividend of $11.00 per share, payable June 25, 2026. However, the company does not anticipate any additional dividends in 2026, and the special committee has not yet decided on TDS's acquisition proposal.

• · Array is approximately 82% owned by TDS.
• · The special dividend is payable on June 25, 2026 to shareholders of record on June 11, 2026.
• · The special dividend is expected to be largely designated as an ordinary and qualified dividend for 1099-DIV purposes.
• · The special committee has not made any decision regarding TDS's non-binding proposal to acquire outstanding shares not owned by TDS.

01-06-2026

Community Health Systems Inc. completed the sale of four Arkansas hospitals and associated outpatient centers to Freeman-Oak Hill Health System for $110 million in cash on June 1, 2026. The transaction resulted in a pro forma net loss on sale of $48 million after tax, and the company recorded a $55 million pre-tax loss. Pro forma adjustments show the divested facilities contributed approximately $111 million in net operating revenues for Q1 2026 and $415 million for FY 2025, representing about 3.7% and 3.3% of total revenues, respectively.

• · The divested facilities' operations do not meet the definition of discontinued operations under ASC 205.
• · Pro forma adjustments exclude certain general corporate overhead costs previously allocated to the Facilities that will continue post-closing.
• · The pro forma net loss on sale of $48 million is after a $7 million income tax benefit.
• · For FY 2025, pro forma net income attributable to CHS stockholders decreased from $509 million to $472 million, and diluted EPS decreased from $3.77 to $3.50.
• · For Q1 2026, pro forma net loss attributable to CHS stockholders remained unchanged at $58 million, and diluted EPS remained at $(0.43).
• · The company's total assets decreased by $115 million on a pro forma basis, from $13,180 million to $13,065 million as of March 31, 2026.
• · Stockholders' deficit increased by $48 million on a pro forma basis, from $1,225 million to $1,273 million.

01-06-2026

International Media Acquisition Corp. (IMAQ) extended its deadline to complete an initial business combination from June 2, 2026 to July 2, 2026 by depositing $2,000 into its trust account. This is the 18th of 24 permitted monthly extensions, indicating the SPAC has been unable to consummate a deal for an extended period.

• · The extension is the 18th of 24 permitted monthly extensions under the Trust Agreement.
• · The Trust Agreement was originally dated July 28, 2021 and has been amended multiple times (July 26, 2022, January 27, 2023, July 31, 2023, January 2, 2024, December 31, 2024).
• · 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.
• · The company's securities (Common Stock, Warrants, Rights, Units) are registered under Section 12(b) of the Exchange Act but are not listed on any national securities exchange (trading symbols IMAQ, IMAQW, IMAQR, IMAQU with 'None' for exchange name).

01-06-2026

On June 1, 2026, Enviri Corp completed a series of transactions that split the company: the Clean Earth business was sold to Veolia Environnement S.A. for $3.04B in aggregate consideration, while the Harsco Environmental and Rail businesses were spun off into a new publicly traded company, New Enviri (retaining the NVRI ticker). Former Enviri stockholders received one share of New Enviri common stock for every three shares of CLEH common stock held after the holding company merger, plus $15.00 per share in cash from Veolia for the Clean Earth business. The original Enviri common stock was delisted from the NYSE, and all outstanding $475M of 5.75% Senior Notes due 2027 were redeemed in full.

• · The redemption price for the 5.75% Senior Notes due 2027 was 100.000% of principal plus accrued interest to June 1, 2026.
• · The AR Facility (Receivables Purchase Agreement dated June 24, 2022) was terminated upon repayment of all amounts owing.
• · New Enviri common stock is expected to commence regular-way trading on the NYSE under symbol NVRI on June 2, 2026.
• · The Merger Consideration was paid in addition to the shares of New Enviri Common Stock received by former Enviri stockholders in the Distribution.
• · Pro forma financial information was not required in this 8-K because substantially the same information was previously filed in the Definitive Proxy Statement (April 3, 2026) and New Enviri's Form 10 Registration Statement.

01-06-2026

Soulpower Acquisition Corp. filed an 8-K on June 1, 2026, reporting entry into a material definitive agreement (Item 1.01) and incurrence of a material financial obligation (Item 2.03), consistent with a business combination transaction. The filing does not disclose specific financial terms or counterparty details, but the company's prior filings indicate ongoing merger activities.

• · The filing references Items 1.01 (Entry into a Material Definitive Agreement) and 2.03 (Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant).
• · The company's SIC code is 6770 (Blank Checks), indicating it is a special purpose acquisition company (SPAC).
• · Prior filings include multiple 8-K and 425 communications related to business combinations, suggesting ongoing merger negotiations.

01-06-2026

Live Oak Acquisition Corp. V entered into a Forward Purchase Agreement with HB Strategies LLC to reduce redemptions in connection with its proposed business combination with Teamshares Inc. The agreement allows the FPA Investor to purchase up to 4,000,000 public shares at a price below the redemption price, waiving redemption rights, and provides for a prepayment from the trust account at closing. The trust account redemption price per share as of May 29, 2026, was approximately $10.54.

• · The Forward Purchase Agreement is intended to take effect on the Trade Date immediately following the Live Oak shareholder meeting to vote on the Merger Agreement.
• · The FPA Investor may terminate the Forward Purchase Transaction in whole or in part at any time during the 24-month term, with a termination payment based on the Reset Price.
• · The Reset Price is subject to downward adjustment to the lowest daily VWAP over the preceding 10 trading days, and automatically adjusts if the Combined Company issues securities at lower effective prices.
• · The FPA Investor has waived any redemption rights with respect to the Subject Shares in connection with the Business Combination.
• · The Forward Purchase Agreement includes provisions for termination upon material adverse changes affecting the Combined Company's business, assets, financial condition, or results of operations after the BC Closing.

01-06-2026

MOZAYYX Acquisition Corp. appointed Emma Rose Bienvenu as an independent director effective May 26, 2026. Ms. Bienvenu, 32, brings experience in law, institutional investing, and blockchain-focused investment firms. She will not receive cash compensation before the Company's initial business combination but will receive an indirect interest in 25,000 founder shares through the sponsor.

• · Ms. Bienvenu is a New York state-barred attorney and holds a J.D. and B.C.L. from McGill University, a joint Master's in Economics and Finance from Wharton and Sciences Po, and an L.L.M. in Corporate and Finance Law from University of Pennsylvania Carey Law School.
• · No committee assignments have been determined for Ms. Bienvenu as of the filing date.
• · There are no family relationships between Ms. Bienvenu and any other director or executive officer.
• · Ms. Bienvenu will enter into an indemnification agreement and a joinder to the letter agreement dated February 24, 2026, related to the Company's initial public offering.

01-06-2026

OceanFirst Financial Corp. entered into a Registration Rights Agreement with WPGG 14 Orion Investments L.P. and WPFS II Orion Investments L.P. on June 1, 2026, in connection with the issuance of 9,574,639 shares of Voting Common Stock, 1,812 shares of Non-Voting Common Equivalent Stock, and warrants to purchase up to 11,386.64 shares of Non-Voting Common Equivalent Stock under an Investment Agreement dated December 29, 2025. The agreement grants the purchasers registration rights, including shelf registration, demand registration, and piggyback rights, with a minimum offering amount of $30 million. No financial performance data is provided in this filing.

• · The Registration Rights Agreement was entered into on June 1, 2026, and is effective as of that date.
• · The Investment Agreement was dated December 29, 2025.
• · The Certificate of Designations for Non-Voting Common Equivalent Stock was filed with the Delaware Secretary of State on May 29, 2026.
• · The agreement includes provisions for shelf registration, demand registration, piggyback registration, and block trades.
• · The Company will pay registration expenses, including reasonable fees of one nationally recognized law firm for the shareholders, capped at $225,000 for the first demand or underwritten shelf take-down and $100,000 for subsequent ones.
• · The agreement terminates on the date when no Registrable Securities remain outstanding.

01-06-2026

Peace Acquisition Corp completed its IPO of 6,000,000 units at $10.00 per unit, raising $60 million, and a private placement of 262,500 units at $10.00 per unit, raising $2.625 million. The company is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

• · Each Unit consists of one ordinary share, one right (entitling holder to one-fifth of one ordinary share upon business combination), and one warrant (exercisable at $11.50 per share).
• · Private placement units were purchased by sponsor Baystar Holding Group Limited and underwriter EarlyBirdCapital, Inc.
• · Private placement units are subject to transfer restrictions until completion of initial business combination.
• · Audited balance sheet as of May 26, 2026 is included as Exhibit 99.1.

01-06-2026

OpenPayd, a global financial infrastructure platform, has entered into a definitive business combination agreement with Titan Acquisition Corp. (Nasdaq: TACHU), valuing OpenPayd at an equity value of $1.145 billion on a pro-forma basis. Upon closing, OpenPayd expects to receive up to $276 million in gross proceeds from Titan's trust account and will list on Nasdaq under the ticker 'OP'. The transaction is expected to close in Q4 2026, subject to shareholder and regulatory approvals.

• · OpenPayd serves blue-chip clients including eToro and Kraken.
• · The transaction has been unanimously approved by the boards of both companies.
• · OpenPayd holds regulatory licenses in the United States, United Kingdom, European Economic Area, Canada, and South Africa.
• · The merger is expected to close in Q4 2026, subject to Titan shareholder approval and other customary conditions.
• · Cantor Fitzgerald & Co. is acting as capital markets advisor to Titan.

01-06-2026

Flushing Financial Corp. completed its merger with OceanFirst Financial Corp. on June 1, 2026. Each Flushing share was converted into 0.85 shares of OceanFirst common stock, with approximately 29.30 million OceanFirst shares issued as merger consideration. All Flushing directors and officers ceased their roles, and Flushing common stock was delisted from Nasdaq.

• · The merger was effected in two steps: first Merger Sub merged into Flushing, then Flushing merged into OceanFirst.
• · Flushing Bank will merge into OceanFirst Bank on June 2, 2026.
• · Outstanding Flushing RSU awards were either converted into OceanFirst RSU awards or cashed out.
• · Flushing common stock was suspended from trading after close on June 1, 2026, and will be delisted.
• · OceanFirst intends to file Form 15 to terminate Flushing's registration and reporting obligations.

01-06-2026

CECO Environmental Corp. completed its strategic combination with Thermon Group Holdings, Inc., a global leader in industrial process heating solutions, effective June 1, 2026. The combined company will continue to be led by CEO Todd Gleason and the CECO Board, now including two former Thermon directors. CECO will host a conference call on June 9, 2026, to discuss integration and synergy matters.

• · The acquisition was completed under a merger agreement where former Thermon shareholders received cash and/or CECO common stock at their election, subject to proration.
• · CECO will host a 30-minute conference call and webcast on Tuesday, June 9, 2026, at 8:30 AM ET.
• · Citi and TD Securities acted as financial advisors to CECO; Gibson, Dunn & Crutcher LLP served as legal advisor; Joele Frank, Wilkinson Brimmer Katcher served as strategic communications advisor.
• · Morgan Stanley & Co. LLC served as financial advisor to Thermon; Sidley Austin LLP served as legal advisor.
• · The combined company will operate under the CECO Environmental name and continue to be listed on Nasdaq under ticker 'CECO'.

01-06-2026

CECO Environmental Corp. completed its acquisition of Thermon Group Holdings, Inc. on June 1, 2026. The combined company will operate as CECO Environmental, led by CEO Todd Gleason and the CECO Board of Directors, which now includes two former Thermon directors. Former Thermon shareholders received cash and/or CECO common stock under the merger agreement.

• · CECO will host a 30-minute conference call and webcast on Tuesday, June 9, 2026 at 8:30 AM ET to discuss the combination and integration/synergy matters.
• · The webcast can be accessed at https://edge.media-server.com/mmc/p/7hamwqdo.
• · Registration for dial-in info and unique pin: https://register-conf.media-server.com/register/BI874fc78c2e7546b18ca549d61d56ff4d.
• · CECO's global headquarters is in Addison, Texas; incorporated in 1966.
• · CECO trades on Nasdaq under ticker 'CECO'.

01-06-2026

WinVest Acquisition Corp. entered into an Amended and Restated Business Combination Agreement on May 26, 2026, to acquire Embed Financial Group Cayman Holdings. The restated agreement establishes an American Depositary Share facility with BNY Mellon and reflects a share capital restructuring of the target into 480M Class A and 20M Class B shares. The transaction remains subject to SPAC stockholder approval and other closing conditions, with no financial terms disclosed.

• · The Restated Business Combination Agreement amends and restates the Original Business Combination Agreement dated December 2, 2025.
• · Each SPAC common share will convert into one Pubco Class A Ordinary Share represented by one ADS; SPAC warrants and rights will convert into rights to acquire/receive Pubco Class A Ordinary Shares represented by ADSs.
• · The Company's share capital was subdivided and re-designated into 480,000,000 Class A and 20,000,000 Class B Ordinary Shares.
• · The SPAC's securities trade on OTC Markets Group Inc. (not a national exchange).
• · The SPAC is an emerging growth company and has not elected to use the extended transition period for complying with new financial accounting standards.

01-06-2026

Hall Chadwick Acquisition Corp (HCACU) announced a definitive business combination agreement with REEcycle Holdings, Inc., a U.S.-based rare earth element recycling company, valuing REEcycle at approximately $400 million in total equity consideration (including up to $50 million in contingent consideration). The consideration will be paid entirely in shares of the combined company, and the transaction is subject to shareholder approval and SEC effectiveness of a Form S-4 registration statement. The filing does not disclose any financial performance metrics, so no period-over-period comparisons are available.

• · The transaction will be structured as a merger of Merger Sub into REEcycle, with REEcycle surviving as a wholly owned subsidiary of Hall Chadwick.
• · Prior to closing, Hall Chadwick will domesticate from a Cayman Islands exempted company to a Delaware corporation.
• · Additional Company Shares (up to 6,125,000) and Additional REEcycle Shares (up to 2,625,000) may be issued to recipients determined by the Company or post-closing board, subject to lockup periods.
• · Deferred Shares (1,250,000) are contingent on achieving a commercial production milestone, with 70% allocated to pre-closing designees and 30% to post-closing board designees.
• · The press release is attached as Exhibit 99.1 and incorporated by reference.