US Merger & Acquisition SEC Filings — June 05, 2026

05-06-2026

Real Asset Acquisition Corp. (RAAQW) has filed a definitive proxy statement (DEFM14A) for a business combination with IQM, involving a merger where RAAQ will merge into a subsidiary and IQM will issue IQM ADSs to RAAQ shareholders. The transaction includes a capital restructuring of IQM, conversion of RAAQ Class B shares, and assumption of RAAQ warrants by IQM. No specific financial figures or performance metrics are provided in this excerpt, and the filing contains standard cautionary language about representations and warranties.

• · The Share Split Factor is defined as 180,000,000 divided by the total number of pre-share split ordinary shares outstanding after the Conversion and immediately prior to the Merger Effective Time.
• · Each RAAQ Class A Ordinary Share will be cancelled in exchange for one IQM ADS, with each IQM ADS representing one IQM Share.
• · Each RAAQ Warrant outstanding will be assumed by IQM and become an IQM Warrant.
• · The merger will be effected under Cayman Companies Act and Delaware Limited Liability Company Act.
• · Related agreements include Sponsor Support Agreement, IQM Shareholder Lock-up Agreement, Registration Rights Agreement, Warrant Assignment Agreement, IQM Voting Support Agreement, and PIPE Subscription Agreements.

05-06-2026

On May 31, 2026, VSee Health, Inc. sold its wholly-owned subsidiary VSee Lab, Inc. to co-CEO and Chairman Milton Chen in exchange for 2,870,069 shares of VSee Health common stock owned by Chen, who also resigned as co-CEO and Chairman. The pro forma financials show that after the divestiture, VSee Health's total revenues for the year ended December 31, 2025 would have been cut by half to $7.3M (from $14.6M), while net loss would have improved to $10.0M (from $14.7M). However, the company retains significant liabilities from VSee Lab's pre-closing period, and the transaction eliminates a major revenue stream.

• · The transaction closed on May 31, 2026, with Milton Chen resigning as co-CEO and Chairman effective that date.
• · VSee Health retains all pre-closing liabilities of VSee Lab, including taxes, except sales/use taxes accrued at company level.
• · Pro forma adjustments eliminate all VSee Lab revenues and cost of revenues, including those of its subsidiary This American Doc, Inc.
• · Pro forma balance sheet as of Mar 31, 2026 shows total assets of $18.4M and total liabilities of $8.7M after divestiture.
• · Pro forma net loss per share improves from $(0.73) to $(0.58) for FY2025 and from $(0.05) to $(0.03) for Q1 2026.
• · The company retains $749,800 in long-term investments and $8.2M in intangible assets after the transaction.
• · Deferred revenue of $1.45M is fully eliminated in the pro forma adjustments.

05-06-2026

Tavia Acquisition Corp. (TAVIR) entered into a promissory note with Tavia Sponsor Pte. Ltd. on June 5, 2026, allowing the company to draw up to $540,000 in monthly installments of $60,000 to fund its trust account until the earlier of a business combination, liquidation, or March 5, 2027. The note is non-interest bearing and matures upon consummation of the initial business combination or winding up, with the sponsor waiving any claims against the trust account. This financing supports the company's ongoing search for a merger target.

• · The note is non-interest bearing.
• · Drawdowns begin June 5, 2026, and occur monthly on the 5th until the earliest of: business combination consummation, March 5, 2027, or liquidation of the trust account.
• · The sponsor waives any and all claims against the trust account.
• · The note is governed by New York law.
• · No fees or payments are due to the payee in connection with any drawdown.

05-06-2026

I-ON Digital Corp. (OTCQB: IONI) announced a binding agreement to acquire rights to 20 BLM gold mining claims in the southwestern U.S., expanding its gold claims pipeline for digitization. The acquisition is fully financed through cash, seller finance, treasury-held IONau gold assets, and I-ON common stock, with closing and digitization targeted for Q3 2026. While the transaction reduces execution risk due to advanced onboarding milestones, it remains subject to final geological review, reserve validation, and other customary closing conditions, with no assurance that all claims will meet onboarding requirements.

• · The agreement includes a joint-venture operating option over additional mineral claims held by the seller, providing a structured pathway for future reserve growth without renegotiating mineral rights on a claim-by-claim basis.
• · The initial funding tranche is being executed in collaboration with Real Asset Acquisition Corp. (https://raac.io).
• · The Seller substantially completed I-ON's proprietary onboarding, verification, and reserve qualification process prior to opening escrow, accelerating the timeline.
• · The acquisition is expected to support future development of site-specific mineral processing, recovery, storage, and vaulting capabilities.

05-06-2026

Mountain Lake Acquisition Corp. (MLAC) held an extraordinary general meeting on June 4, 2026, where shareholders approved all proposals related to its business combination with Avalanche Treasury Company, including the Business Combination Agreement, the merger, domestication to Delaware, Nasdaq-related issuances, and director elections. However, in connection with the meeting, shareholders redeemed 22,846,470 ordinary shares for approximately $243.2 million (about $10.65 per share), leaving only 153,830 public shares outstanding, indicating significant shareholder dissent or cash-out.

• · All proposals were approved by overwhelming margins (e.g., Proposal 1: 27,081,231 For vs 400,898 Against).
• · The Adjournment Proposal was not presented because sufficient votes were already present.
• · The Sponsor distributed 2,781,776 Class B shares to its members on June 1, 2026, reducing its holdings to 4,355,724 shares.
• · Three insiders (Grinberg, Horlick, Vieser) each received 478,010 Class B shares in the Sponsor distribution.
• · The authorized capital stock of Pubco will consist of 550,000,000 Class A shares, 100,000,000 Class B shares, and 50,000,000 preferred shares.

05-06-2026

Howard Hughes Holdings Inc. (HHH) closed its $2.1 billion acquisition of Vantage Group Holdings Ltd., a specialty insurer backed by Carlyle and Hellman & Friedman, marking HHH's transformation into a diversified holding company. The deal was financed with cash on hand and $1 billion of non-voting exchangeable perpetual preferred stock issued to Pershing Square Holdings, Ltd. Pershing Square will manage Vantage's investment portfolio on a fee-free basis, enhancing returns, while Vantage's underwriting discipline and long-term capital support from HHH are expected to strengthen its credit profile and navigate insurance cycles. No negative or flat metrics were disclosed in the filing.

• · Vantage was founded in 2020 and backed by Carlyle and Hellman & Friedman.
• · The HHH Preferred stock ranks pari passu with common stock of HHH in payment rights and liquidation.
• · During the first seven years, HHH has the right to repurchase the HHH Preferred at the greater of (a) original issue price plus 4% per annum (compounded daily) or (b) 1.5 times Buyer's book value (excluding certain non-controlling interests and purchase-related intangibles and goodwill) multiplied by the corresponding ownership percentage.
• · After seven years, PSH may elect to exchange the HHH Preferred into common units of Buyer and will receive customary registration rights.
• · Advisors: Jefferies LLC (financial advisor to HHH), Latham & Watkins LLP (legal counsel to HHH), Oliver Wyman (actuarial advisor), Jones Day (legal counsel to the Board committee for equity financing), J.P. Morgan Securities LLC (financial advisor to Vantage), Debevoise & Plimpton LLP (legal counsel to Carlyle and Hellman & Friedman).

05-06-2026

Ribbon Acquisition Corp. received a Nasdaq staff determination letter on June 4, 2026, notifying the company of impending delisting due to unpaid fees totaling $75,000. The company intends to appeal the decision, which would stay the delisting pending a hearing, but there is no assurance of maintaining the listing.

• · The hearing request must be submitted no later than 4:00 p.m. Eastern Time on June 11, 2026.
• · The company is currently in discussions with Nasdaq regarding the outstanding fees.

05-06-2026

Legato Merger Corp. III shareholders approved the business combination with Einride AB at a June 4, 2026 extraordinary general meeting, with 17,975,925 votes in favor and 712,758 against on all three proposals. The merger will result in Legato merging into a subsidiary of Einride, with Legato shareholders becoming Einride shareholders. The company is now working to consummate the transaction.

• · The meeting was held on June 4, 2026, and the filing was made on June 5, 2026.
• · The record date for voting was May 7, 2026.
• · All three proposals (Business Combination, Merger, Organizational Documents) received identical vote tallies: 17,975,925 for, 712,758 against, 0 abstentions, 0 broker non-votes.
• · The Adjournment Proposal was not voted on because quorum was obtained and the other proposals passed.
• · The company is an emerging growth company and has not elected to use the extended transition period for complying with new financial accounting standards.

05-06-2026

Centurion Acquisition Corp. (Nasdaq: ALF) has postponed its extraordinary general meeting (EGM) from June 9, 2026 to June 12, 2026 to allow additional time to engage with shareholders. The meeting seeks approval to extend the deadline for an initial business combination by one year, from June 12, 2026 to June 12, 2027. The redemption request deadline has correspondingly moved to June 10, 2026.

• · The definitive proxy statement seeking shareholder approval was filed with the SEC on May 21, 2026 and mailed to shareholders of record as of May 6, 2026 on or about May 22, 2026.
• · The EGM will be held at the offices of Perkins Coie LLP, 1155 Avenue of the Americas, New York, New York 10036.
• · Shareholders who have already submitted proxies do not need to take any action if they do not want to change their vote.
• · Shareholders who wish to withdraw a previously submitted redemption request may do so by contacting the transfer agent, Continental Stock Transfer & Trust Company.
• · The Company is a blank check company focused on technology sectors including video gaming, interactive entertainment, cybersecurity, AI, machine learning, SaaS, and deep tech.

05-06-2026

AmperCap Acquisition Co (APMC) priced its $125M IPO of 12.5M units at $10.00/unit on June 2, 2026, with trading expected to begin June 3, 2026 on Nasdaq under ticker APMCU. The blank-check company will focus on middle-market companies in the U.S. and Mexico, led by co-CEOs Alberto Gutierrez Pier and Harish Dadoo Gonzalez. Underwriters have a 45-day option to purchase up to 1.875M additional units for over-allotments.

• · Each unit consists of one ordinary share and one right to receive one-tenth (1/10) of one ordinary share upon initial business combination.
• · Separate trading of ordinary shares (APMC) and rights (APMCR) expected after unit listing.
• · Board of directors includes Luis Pena Kegel, John Salemi, and Alberto Flores Ibarrola.
• · Lead book-running manager: EarlyBirdCapital, Inc.; Co-manager: Clear Street LLC.
• · The registration statement became effective on June 2, 2026.
• · Company may pursue acquisition opportunities in any business or industry, primary focus on U.S. and Mexico middle-market companies.