US Merger & Acquisition SEC Filings — July 06, 2026

06-07-2026

Futurewave Acquisition Corporation completed its initial public offering (IPO) of 8,625,000 units at $10.00 per unit, generating $86.25 million in gross proceeds. Simultaneously, the sponsor purchased 255,500 private placement units for $2.555 million. The net proceeds of $86.25 million have been placed in a trust account for the benefit of public shareholders, marking a key step toward funding a future business combination.

• · The IPO included 1,125,000 units issued upon full exercise of the underwriters' over-allotment option.
• · Each unit consists of one ordinary share ($0.0001 par value), one right to receive one-fourth of one ordinary share upon a business combination, and one redeemable warrant (exercise price $11.50 per share).
• · The trust account is maintained by Continental Stock Transfer & Trust Company as trustee.
• · An audited balance sheet as of June 26, 2026 is included as Exhibit 99.1.

06-07-2026

Valuence Merger Corp. I filed an 8-K on July 6, 2026, disclosing that its board approved a one-month extension of the deadline to complete an initial business combination, moving the date from July 3, 2026 to August 3, 2026. This is the third of up to ten potential monthly extensions (through March 3, 2027), and the company deposited an additional $13,897.14 into its trust account to support the extension.

• · The extension is the third of up to ten potential one-month extensions available under the company's amended charter.
• · The company can extend monthly until up to March 3, 2027 by board resolution.
• · The additional deposit of $13,897.14 was made into the trust account.
• · No other material events were reported in this filing.

06-07-2026

Spring Valley Acquisition Corp. III (SVACW) held its extraordinary general meeting on July 6, 2026, where shareholders approved all proposals related to its business combination with General Fusion Inc., including the continuation to British Columbia, the business combination agreement, governance changes, director elections, and the incentive plan. The meeting saw strong shareholder support with over 16.7 million votes in favor of the core business combination proposal, though the incentive plan and authorized capital proposals faced notable opposition with over 1.9 million and 2.0 million votes against, respectively.

• · The Adjournment Proposal was not presented as all other proposals received sufficient votes.
• · The authorized capital proposal (3A) had the highest opposition with 2,000,344 votes against, representing about 11.5% of shares voted.
• · The incentive plan proposal (5) also faced notable opposition with 1,910,943 votes against.
• · Director Klaas de Boer received significantly fewer votes (15,760,342) compared to other directors (over 16.7 million), with 1,642,532 votes withheld.
• · The business combination involves a continuation from Cayman Islands to British Columbia, Canada.

06-07-2026

Eureka Acquisition Corp adopted a Fourth Amended and Restated Memorandum and Articles of Association via a special resolution passed on June 29, 2026. The updated governing documents outline the company's share capital structure of US$50,000 divided into 390,000,000 Class A Shares, 100,000,000 Class B Shares, and 10,000,000 Preference Shares, all with a par value of US$0.0001 each, and include provisions for business combinations, mergers, and tax filings. The filing reflects standard corporate governance updates for a blank check company, with no specific financial performance data or operational metrics disclosed.

• · The company is incorporated in the Cayman Islands with registered office at Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009.
• · The company is a blank check company (special purpose acquisition company) as indicated by the Business Combination provisions requiring a target business with fair market value of at least 80% of trust account assets.
• · The company may not effectuate a business combination solely with another blank check company or similar company with nominal operations.
• · The articles include provisions for Class B Share conversion, mergers and consolidations, and certain tax filings.
• · No financial results, revenue, or operational metrics were reported in this filing.

06-07-2026

Ashford Hospitality Trust completed the sale of the 351-room Hyatt Regency Savannah on June 30, 2026, for net cash proceeds of approximately $157.6 million. The company also paid approximately $159.0 million to repay the mortgage loan partially secured by the property. The pro forma financials show that the disposition reduces total hotel revenue by $40.4 million for FY2025 and $10.0 million for Q1 2026, while the company's net loss attributable to common stockholders improves from $(215.0) million to $(130.8) million for FY2025 due to a non-recurring gain of $91.0 million.

• · The mortgage loan repaid was secured by 16 hotels including Hyatt Savannah.
• · Pro forma total assets decreased from $2.61B to $2.53B.
• · Pro forma indebtedness, net decreased from $2.29B to $2.13B.
• · The pro forma net loss for Q1 2026 actually worsened slightly from $(71.1)M to $(72.5)M after removing the hotel's positive contribution.
• · The company recorded a non-recurring gain of $91.0M in FY2025 pro forma, but no such gain in Q1 2026 pro forma.

06-07-2026

Diversified Energy Company completed the acquisition of oil and gas assets in Oklahoma from affiliates of Camino Natural Resources, LLC for approximately $1.175 billion, funded through a combination of Carlyle equity (60% of Developed Assets), a new $895 million asset-backed securitization (ABS XIII Notes), and borrowings under its revolving credit facility. The ABS XIII Notes include three tranches with coupons ranging from 6.071% to 10.330% and a legal final maturity in 2046, secured by upstream producing assets in the Anadarko basin. The transaction increases Diversified's leverage and introduces ongoing covenant and amortization event risks tied to production and debt service metrics.

• · The ABS XIII Notes have an anticipated repayment date of July 2031, with a legal final maturity in July 2046; principal and interest are payable monthly.
• · The Notes are subject to accelerated amortization events including failure to maintain specified debt service coverage and loan-to-value ratios, failure to meet production metrics, and non-compliance with hedging requirements.
• · If not repaid or refinanced by the Anticipated Repayment Date, the coupon on the Notes will increase.
• · The Issuer is a bankruptcy-remote special purpose vehicle, 60% owned by Carlyle and 40% by Diversified Energy.
• · Diversified retained sole ownership of the Undeveloped Assets (not contributed to the Issuer).
• · Financial statements and pro forma financial information for the acquisition will be filed by amendment within 71 calendar days.

06-07-2026

Meridian3 Industrials Acquisition Corp, a SPAC focused on industrial technology, priced its $175 million IPO on July 1, 2026, offering 17.5 million units at $10.00 per unit on Nasdaq under ticker 'MIACU'. The offering is expected to close on July 6, 2026, with Cantor Fitzgerald as sole book-runner and a 45-day over-allotment option for up to 2.625 million additional units. As a newly formed SPAC with no existing operations, the company has not yet identified a target business, and there are no financial results or performance metrics to report.

• · Each unit consists of one Class A ordinary share and one-half of one redeemable warrant.
• · Each whole warrant entitles holder to purchase one Class A ordinary share at $11.50 per share, subject to adjustments.
• · Class A ordinary shares and warrants expected to trade separately under symbols 'MIAC' and 'MIACW' respectively.
• · Company is a Cayman Islands exempted SPAC targeting businesses in industrial technology, Industry 4.0, smart manufacturing, or next-generation mobility.
• · Registration statement declared effective by SEC on July 1, 2026.

06-07-2026

UY Scuti Acquisition Corp. (UYSCU) deposited $450,000 into its trust account on June 30, 2026, to extend the deadline to complete its business combination with Isdera Group Limited (parent of Xinghui Automotive Technology) by another three months, from July 1, 2026 to October 1, 2026. The extension loan was provided by an affiliate of Isdera Group (Isdera HK Limited). The company continues to work toward consummating the merger but has required this second extension, indicating ongoing delays in closing.

06-07-2026

Maison Solutions Inc. (MSS) sold its 91.67% equity interest in Super HK of El Monte, Inc. for a nominal $1.00 to DNL Management Inc., which was already the 8.33% minority holder. The sale closed on July 2, 2026, with economic effect retroactive to April 30, 2026, and the buyer assumes all debts and liabilities of the subsidiary going forward. The filing indicates the subsidiary had incurred operating losses and liabilities, and the transaction effectively exits Maison from a poorly performing asset.

06-07-2026

Cemtrex Inc.'s AIS subsidiary acquired Plant Engineering Services (PES) for approximately $3.5M in cash plus up to $1.5M in earnout consideration. The acquisition adds in-house engineering expertise and extends AIS's reach into automotive and defense end markets. While AIS's revenue grew from ~$21M (fiscal 2022) to ~$38M (fiscal 2025), PES is expected to contribute only $4–5M in revenue over the next twelve months, limiting near-term top-line impact.

• · PES will operate as a dedicated business unit within AIS, maintaining its brand and Fort Wayne operations.
• · The acquisition is expected to be profitable from day one.
• · Cemtrex also signed an LOI for an additional acquisition expected to close in the September quarter.
• · The company completed the acquisition using cash on hand.
• · Earnout consideration is tied to PES performance over the three years following closing.

06-07-2026

Ondas Holdings Inc. (ONDS) acquired DZYNE Technologies, a U.S. defense technology company, for a mix of cash and stock (over 50% of stock subject to a six-month lock-up). The deal creates a combined autonomous defense platform with a 2026 revenue forecast of $191M, growing to >$300M in 2027, and an 80%+ CAGR from 2025-2028. However, the company carries a $111M backlog against a $1.5B pipeline, and while EBITDA margin is expected positive in 2026, it only reaches mid-teens in 2027 and mid-20% by 2028, indicating a gradual margin ramp.

• · DZYNE's platforms include ULTRA, LEAP, Dronebuster, IonStrike, BLITZ, Grasshopper, and Crusader.
• · DZYNE will operate within the newly created Ondas Sentinel division alongside World View.
• · DZYNE has established relationships with U.S. Air Force, U.S. Army, U.S. Navy, USSOCOM, Homeland Security, NGA, NASA, AFRL, DARPA, Australian Defence Forces, Japan Self-Defense Forces, and Royal Thai Army.
• · EBITDA margin is expected positive in 2026, mid-teens in 2027, and mid-20% range by 2028.

06-07-2026

CoreCivic completed the sale of two California detention facilities to the U.S. Department of Homeland Security for $1.5 billion gross ($732.6M for California City Facility, $739.2M for Otay Mesa Facility). After taxes (~$0.4B) and expenses, net proceeds are expected to be ~$1.1B, which will be used to repay debt ($270.0M revolver, $107.8M term loan, $100.0M incremental term loan, $238.5M 4.75% senior notes) and for general corporate purposes including potential share repurchases and acquisitions. The company will continue managing both facilities under existing ICE contracts, though terms may change and no assurance of future management is given.

• · The California City Facility management contract expires in August 2027; the Otay Mesa Facility contract expires in December 2029 with a five-year extension option.
• · ICE has the ability to terminate management contracts for non-appropriation of funds or for convenience.
• · CoreCivic is in discussions with ICE about potential acquisition of additional detention facilities, but no assurance of additional sales.
• · Share repurchases are limited by leverage ratio covenants: secured leverage ≤ 1.50x under Credit Agreement, total leverage ≤ 2.00x under 2029 Notes Indenture.
• · The company completed the acquisition of Clinical Solutions Pharmacy on April 1, 2026.

06-07-2026

Envirotech Vehicles, Inc. (EVTV) entered into an Amended and Restated Agreement and Plan of Merger with Azio AI Corporation, dated July 2, 2026, to acquire Azio AI through a two-step merger process. The transaction is structured as a tax-free reorganization under Section 368(a) of the Code, with Azio AI stockholders providing written consent to approve the deal. The filing does not disclose specific financial terms, exchange ratios, or consideration amounts, limiting the ability to assess valuation or financial impact.

• · The merger involves two steps: First Merger Sub merges into Azio AI, then Azio AI merges into Second Merger Sub, with Second Merger Sub as the surviving entity.
• · Azio AI stockholders have provided written consent to approve the merger, waiving appraisal rights.
• · Parent directors and officers will execute support agreements to vote shares in favor of the transaction.
• · The agreement amends and restates a prior merger agreement dated May 19, 2026.
• · The filing references an Amended and Restated Standby Equity Purchase Agreement with YA II PN, Ltd. dated October 31, 2024.
• · No merger consideration, exchange ratio, or financial terms are disclosed in this filing.

06-07-2026

Middleby Corporation completed the spin-off of its Food Processing business as Midera Food Processing, Inc. (ticker MFP), effective July 6, 2026, with shares trading on Nasdaq from July 7, 2026. The separation positions Middleby as a pure-play commercial foodservice leader, while Midera becomes an independent food processing company. No financial figures or period-over-period comparisons are provided in this filing.

• · Distribution ratio: one share of Midera common stock for every one share of Middleby common stock held as of record date June 26, 2026.
• · Midera will trade under ticker symbol MFP on Nasdaq starting July 7, 2026.
• · Goldman Sachs & Co. LLC acted as lead financial advisor and Baird as financial advisor; Skadden, Arps, Slate, Meagher & Flom LLP acted as legal counsel.

06-07-2026

Liminatus Pharma, Inc. (LIMNW) entered into an amended and restated merger agreement to acquire InnocsAI LLC, a CAR-T therapy technology company, through a merger with a newly formed subsidiary. The total consideration includes 1.6 billion shares of Liminatus common stock at $0.20 per share (valued at $320 million) plus contingent value rights for 20% of future net proceeds from asset sales. The deal is subject to shareholder approval for the conversion of preferred stock and Nasdaq listing rules compliance.

• · The merger agreement was originally signed on May 17, 2026, and amended and restated on June 29, 2026.
• · The merger will result in InnocsAI merging into Merger Sub, with Merger Sub becoming a wholly-owned subsidiary of Liminatus.
• · If the number of shares to be issued exceeds the Purchaser Common Stock Consideration Cap, the excess will be issued as Purchaser Convertible Preferred Stock, each share convertible into 10,000 shares of common stock, subject to shareholder approval.
• · The Certificate of Designation for the preferred stock will be filed prior to the Certificate of Merger.

06-07-2026

Patriot Acquisition Corp. announced that effective July 6, 2026, holders of its units may elect to separately trade the underlying Class A ordinary shares and warrants. The units, each consisting of one Class A ordinary share and one-half of one redeemable warrant, will continue to trade under the symbol PTACU, while separated shares and warrants will trade under PTAC and PTACW, respectively. The company is a blank check company focused on identifying a business combination in the financial industry group, with no financial results or material operational changes reported.

• · No fractional warrants will be issued upon separation; only whole warrants will trade.
• · The registration statement for the securities was declared effective on May 13, 2026.
• · The company intends to focus on businesses in the financial industry group (FIG Sector), including fee-based fintech, specialty finance, and digital banking companies.
• · 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.