US Merger & Acquisition SEC Filings — June 22, 2026

USA M&A & Takeover Activity

By Gunpowder Editorial ·

7 high priority 7 total filings analysed

Executive Summary

The USA M&A landscape on June 22, 2026, is dominated by SPAC activity and strategic divestitures. Two SPACs (Live Oak Acquisition Corp. V and Real Asset Acquisition Corp.) are progressing toward business combinations, with Live Oak facing a massive 80% shareholder redemption, signaling market skepticism.

Kosmos Energy completed a divestiture of Equatorial Guinea assets, improving its balance sheet but reducing revenue. P10 (Ridgepost Capital) closed an acquisition of Stellus Capital Management, expanding its private credit platform. YHN Acquisition I extended its deadline, highlighting SPAC time pressure. Quantum Leap Acquisition Corp. and Safe & Green Holdings Corp. are in earlier stages. Key trends include high SPAC redemptions, strategic divestitures for debt reduction, and consolidation in asset management. No insider trading or forward guidance was reported in these filings.

Materiality, sentiment, and priority are scored by Gunpowder’s analysis pipeline. How we score filings →

Filing types in this digest: 8-K

Tracking the trend? Catch up on the prior US Merger & Acquisition SEC Filings digest from June 18, 2026.

Investment Signals (8)

  • 80% shareholder redemption (18.4M shares) despite all 14 proposals passing; trust account reduced to ~$48M; indicates severe lack of confidence in Teamshares deal

  • Divestiture of Equatorial Guinea assets for $127M upfront; pro forma net loss improved from ($0.45) to ($0.32) per share in Q1 2026; debt reduction likely

  • Acquisition of Stellus Capital Management ($3.8B AUM) closed; enhances private credit capabilities; >70% fee revenue from permanent capital vehicles

  • SEC declared registration statement effective June 5; definitive proxy mailed; extraordinary general meeting pending; IQM Quantum Computers deal progressing

  • Extended deadline to Sept 19, 2026 with $150K deposit; still no target announced; time pressure remains

  • IPO completed May 4; separate trading of shares and warrants begins June 23; no business combination target yet

  • Acquiring CS Digital Ventures (crypto mining) via preferred stock and earnouts; no financial terms disclosed; high risk due to crypto volatility

  • Post-combination entity 'Teamshares Inc.' to trade on Nasdaq; potential opportunity if deal closes despite redemptions

Risk Flags (7)

Opportunities (7)

Sector Themes (6)

  • SPAC Redemption Crisis

    Live Oak's 80% redemption rate underscores investor skepticism toward SPAC mergers; trust account depletion threatens deal viability

  • Strategic Divestitures for Deleveraging

    Kosmos Energy's asset sale highlights trend of E&P companies divesting non-core assets to reduce debt and improve financials

  • Consolidation in Asset Management

    P10's acquisition of Stellus reflects ongoing consolidation in private credit and alternative asset management

  • SPAC Extensions Signal Distress

    YHN Acquisition I's extension is part of a broader pattern of SPACs struggling to find targets; many face liquidation risk

  • Quantum Computing M&A

    Real Asset Acquisition Corp.'s merger with IQM shows continued interest in quantum computing via SPAC deals

  • Crypto Mining M&A

    Safe & Green's acquisition of CS Digital Ventures indicates traditional companies entering crypto mining, albeit with high risk

Watch List (8)

Filing Analyses (7)
Quantum Leap Acquisition Corp 8-K neutral materiality 3/10

22-06-2026

Quantum Leap Acquisition Corp announced that separate trading of its Class A ordinary shares and warrants will commence on June 23, 2026, one day later than previously expected. The company completed its IPO of 20,000,000 units on May 4, 2026, with each unit consisting of one Class A ordinary share and one redeemable warrant at $11.50 per share.

  • · The company is a blank check company focused on AI, quantum computing, and blockchain sectors.
  • · The registration statement on Form S-1 (File No. 333-293359) was declared effective on April 30, 2026.
  • · No fractional warrants will be issued upon separation; only whole warrants will trade.
Live Oak Acquisition Corp. V 8-K mixed materiality 9/10

22-06-2026

Live Oak Acquisition Corp. V shareholders voted to approve the business combination with Teamshares, a tech-enabled acquiror of SMEs, at an extraordinary general meeting on June 16, 2026. All 14 proposals were approved, and the transaction is expected to close in the coming week. However, a significant 18,438,659 Class A ordinary shares (approximately 80% of the 23,000,000 outstanding Class A shares) were redeemed, leaving only about $48.1 million in the trust account, indicating substantial shareholder dissent.

  • · All 14 proposals were approved by shareholders, including the Business Combination, Domestication, Charter, Organizational Documents, Incentive Plan, Employee Stock Purchase Plan, Nasdaq listing, Director Election, and Insider Letter Amendment.
  • · The Adjournment Proposal was not presented because sufficient votes were already obtained.
  • · The combined entity will be named 'Teamshares Inc.' and trade on Nasdaq under tickers 'TMS' (shares) and 'TMSWW' (warrants).
  • · Teamshares acquires SMEs with $0.5M to $5M EBITDA from retiring owners and operates in over 40 industries across 30 states.
  • · Live Oak is the fifth SPAC sponsored by Live Oak Merchant Partners.
Real Asset Acquisition Corp. 8-K neutral materiality 5/10

22-06-2026

Real Asset Acquisition Corp. (RAAQ) filed an 8-K on June 22, 2026, reporting that IQM Quantum Computers Oy issued a press release on June 19, 2026, announcing the appointment of Dr. Craig Ciesla as Chief Technology Officer and the transition of Dr. Inés de Vega to Chief Scientist, in connection with their pending business combination. The registration statement for the transaction was declared effective by the SEC on June 5, 2026, and the definitive proxy statement/prospectus has been mailed to shareholders as of June 3, 2026, with an extraordinary general meeting to be held. No financial figures or period-over-period comparisons are provided in this filing.

  • · The registration statement was declared effective by the SEC on June 5, 2026.
  • · The definitive proxy statement/prospectus was mailed to shareholders as of June 3, 2026, the record date for voting at the extraordinary general meeting.
  • · The business combination agreement was entered into on February 22, 2026.
  • · RAAQ's securities trade on Nasdaq under symbols RAAQU (units), RAAQ (ordinary shares), and RAAQW (warrants).
  • · The exercise price for each whole redeemable warrant is $11.50 per share.
P10, Inc. 8-K positive materiality 8/10

22-06-2026

Ridgepost Capital (NYSE: RPC) completed its acquisition of Stellus Capital Management, a U.S. direct lender with approximately $4 billion in AUM. Stellus will continue to be managed by its current partners. The acquisition enhances Ridgepost's private credit capabilities and expands its lower-middle market GP ecosystem.

  • · Stellus has $3.8B AUM as of March 31, 2026, with $2.6B fee-paying AUM.
  • · More than 70% of Stellus fee-related revenue is generated from permanent capital vehicles.
  • · Stellus senior team has invested together for over 22 years and deployed over $10.5B across 375+ companies.
  • · Ridgepost Capital has over $45B AUM as of March 31, 2026.
  • · Stellus was formed within D.E. Shaw Group in 2004 and spun out in 2012.
  • · Stellus is headquartered in Houston, TX with offices in Washington, D.C. area and Charlotte, NC.
Kosmos Energy Ltd. 8-K mixed materiality 9/10

22-06-2026

Kosmos Energy Ltd. completed the sale of its 40.375% participating interest in the Ceiba Field and Okume Complex in Equatorial Guinea (Block G) on June 16, 2026 for initial upfront cash of $127.0 million (after $53.0 million in purchase price adjustments) plus potential contingent consideration of up to $39.5 million. Pro forma results show a significantly reduced net loss—from $225.6 million to $159.5 million for Q1 2026 and from $699.8 million to $675.8 million for FY2025—primarily due to the removal of associated expenses, though the disposed assets contributed $22.4 million and $165.1 million in revenue in those periods, respectively.

  • · The sale closed on June 16, 2026, with the SPA signed on February 24, 2026.
  • · Kosmos eliminated $427.6 million in assets and $304.1 million in liabilities related to the disposal group.
  • · Pro forma net loss per share improved from ($0.45) to ($0.32) in Q1 2026 and from ($1.47) to ($1.42) for FY2025.
  • · The upfront cash proceeds of $127.0 million were applied as a reduction to long-term debt in the pro forma balance sheet.
  • · Contingent consideration of up to $39.5 million was not recognized in the pro forma balance sheet.
  • · For FY2025, the disposed assets contributed $165.1 million in revenue, $131.5 million in production costs, and $78.8 million in depletion expense.
SAFE & GREEN HOLDINGS CORP. 8-K neutral materiality 7/10

22-06-2026

Safe & Green Holdings Corp. (SGBX), through its subsidiary Olenox Industries Inc., entered into an Amended and Restated Membership Interest Purchase Agreement to acquire CS Digital Ventures LLC, a digital/cryptocurrency mining company. The purchase price includes Buyer Preferred Securities (Series E Preferred Stock), warrants, and contingent earnout payments based on Adjusted EBITDA milestones. The agreement amended a prior May 26, 2026 MIPA and follows an Exchange Agreement that converted all existing Series D Preferred Stock into Series E Preferred Stock. No specific financial figures for the purchase price or earnout amounts were disclosed in the filing.

  • · The agreement amends and restates a prior MIPA dated May 26, 2026.
  • · All existing Series D Preferred Stock was exchanged for Series E Preferred Stock on June 16, 2026.
  • · Earnout payments are contingent on achieving specific Adjusted EBITDA milestones, with ASIC miners treated as capital assets depreciated over 5 years.
  • · Buyer's Common Stock par value is $0.01 per share; Buyer Preferred Securities (Series E) par value is $1.00 per share.
  • · The filing includes provisions for Nasdaq structuring, conversion limitations, and a shelf registration statement.
  • · Indemnification caps and survival periods are outlined in Article IX.
  • · The acquisition is subject to stockholder approval (Section 8.01).
YHN Acquisition I Ltd 8-K neutral materiality 5/10

22-06-2026

YHN Acquisition I Ltd deposited $150,000 into its trust account to extend the deadline to complete a business combination from June 19, 2026 to September 19, 2026. This extension provides additional time to find an acquisition target, but the company remains under time pressure to consummate a deal.

  • · The extension is from June 19, 2026 to September 19, 2026, a three-month period.
  • · The deposit was made on June 17, 2026.
  • · The company is a blank check company (SPAC) focused on real estate & construction.
  • · The company's units, ordinary shares, and rights are listed on Nasdaq under symbols YHNAU, YHNA, and YHNAR respectively.

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