US Merger & Acquisition SEC Filings — July 17, 2026

17-07-2026

Four Leaf Acquisition Corp terminated its business combination agreement with Guangzhou Xiaoyu DiDa Technology Co., Ltd. (XYDD) on July 15, 2026, due to a halt in regulatory review under PRC law, in order to pursue a new business combination with Data443 Risk Mitigation, Inc. As compensation for the termination, Data443 issued a $2,000,000 promissory note to XYDD, payable in two installments after deal close, with potential conversion into PubCo shares at a discount. The company is not obligated to pay any termination fee.

• · The XYDD Business Combination Agreement was originally entered into on December 19, 2024.
• · The Compensation Agreement between Data443 and XYDD was entered into on June 25, 2026.
• · Data443 may repay the loan in full at any time before 12 months after deal close.
• · Any portion of the loan that cannot be converted due to the floor or cap remains payable in cash on demand.
• · Disputes under the Compensation Agreement are to be resolved by arbitration administered by the Singapore International Arbitration Centre.

17-07-2026

Jasper Therapeutics, Inc. (NASDAQ: JSPR) announced the acquisition of Kira Pharmaceuticals in an all-stock transaction, concurrently raising $132 million in a PIPE offering. On a fully diluted basis, pre-transaction Jasper equityholders will own approximately 6.68%, Kira equityholders will own approximately 49.86%, and PIPE investors will own approximately 43.46% of the combined company. The combined entity plans to advance a pipeline including KP-104 (a bifunctional complement inhibitor targeting C5 and Factor H) and briquilimab (anti-KIT), with key milestones expected through 2028. However, the transaction significantly dilutes existing Jasper shareholders, and the company faces substantial risks related to clinical development, regulatory approval, and the realization of CVR payments contingent on a priority review voucher.

• · The combined company expects to fund operations through 2H 2028 with the $132M PIPE proceeds.
• · CVR payments of up to $30M are contingent on Jasper obtaining a priority review voucher for briquilimab by end of 2028.
• · Out-license of KP-301 and KP-402 to Mirador Therapeutics includes $12M upfront and potential development/sales milestones.
• · KP-104 has a Phase 2 basket trial with interim data expected Q4 2026 (Stage 1) and Q2 2027 (Stage 2).
• · Briquilimab has Orphan Drug, Fast Track, and Rare Pediatric Disease Designations in SCID.
• · The global complement inhibitor market is estimated at $14B+ (2025A-2032E).

17-07-2026

Freedom Metals Acquisition Corp. completed its initial public offering (IPO) of 27,500,000 units at $10.00 per unit, raising $275,000,000 in gross proceeds, and simultaneously closed a private placement of 825,000 units to the sponsor and underwriters for $8,250,000. The net proceeds were placed in a trust account to fund a future business combination, with the company focusing on targets in the mining and critical minerals industry. As a blank-check company with no operations, it faces risks in identifying and completing a suitable acquisition within the required timeframe.

• · The company is a blank-check (SPAC) incorporated in the Cayman Islands on February 25, 2026, with no operations and no identified business combination target.
• · The underwriters forfeited their over-allotment option on July 9, 2026, resulting in the surrender of 1,375,000 Class B ordinary shares by the Sponsor for no consideration.
• · Transaction costs totaled $17,592,906, including $5,500,000 cash underwriting fees and $11,000,000 deferred underwriting fees.
• · The company has a shareholders' deficit of $8,981,439, reflecting accumulated deficit of $8,982,439.
• · The trust account holds $275,000,000, representing $10.00 per public share, which will be used to fund a business combination or returned to shareholders if no deal is completed.
• · The company intends to focus on targets in the mining and critical minerals industry but may pursue any business.

17-07-2026

Activate Energy Acquisition Corp. (AEAQU) announced the resignation of Director Paul Moore from its Board, effective July 13, 2026. The departure was not related to any disagreement with the company regarding its operations, policies, or practices. The Board thanked Mr. Moore for his service.

• · The resignation was effective immediately on July 13, 2026.
• · The company is a blank check (SPAC) incorporated in the Cayman Islands.
• · Its securities trade on the Nasdaq Global Market under symbols AEAQU (Units), AEAQ (Class A ordinary shares), and AEAQW (Warrants).

17-07-2026

Braemar Hotels & Resorts Inc. completed the sale of three hotel properties (The Ritz-Carlton Sarasota, Hotel Yountville, and Bardessono Hotel and Spa) for approximately $432.7 million in cash, net of transfer taxes and selling expenses, and repaid approximately $232.8 million on the related mortgage loan. The pro forma financials show a significant non-recurring gain of $158.2 million for the year ended December 31, 2025, but also reflect the removal of these properties' revenues and operating income, leading to a decline in ongoing hotel revenue from $704.0 million to $575.5 million. While the sale strengthens the balance sheet with increased cash and reduced debt, it also reduces the company's asset base and future operating income from the disposed properties.

• · The sale closed on July 14, 2026.
• · The pro forma gain on disposition is preliminary and subject to change.
• · Pro forma net income attributable to common stockholders for the year ended Dec 31, 2025 improved from a loss of $72.7M to income of $96.7M, primarily due to the non-recurring gain.
• · Pro forma net income attributable to common stockholders for the three months ended Mar 31, 2026 declined from $4.9M to $1.2M, reflecting the removal of the properties' operating results.
• · Pro forma total assets decreased by $138.1M (7.5%) from $1.85B to $1.71B.
• · Pro forma indebtedness decreased by $232.2M (21.0%) from $1.11B to $873.9M.
• · Pro forma cash and cash equivalents increased by $188.2M (201.5%) from $93.4M to $281.6M.
• · The disposed properties had combined operating losses (before gain) of $7.6M for the year ended Dec 31, 2025 and $1.9M for the three months ended Mar 31, 2026.

17-07-2026

Constellation Acquisition Corp I (CSTA) filed an 8-K on July 17, 2026, disclosing that Ian Rodger, CEO of HiTech Minerals Inc. and incoming CEO of US Elemental Inc. (PubCo), participated in a Water Tower Research Fireside Chat on July 16, 2026, discussing the proposed business combination between CSTA, HiTech, and PubCo. The filing includes a transcript of the discussion and forward-looking statements regarding the merger, anticipated Nasdaq listing, and financial projections. No specific financial figures or period-over-period comparisons are provided in this disclosure.

• · The business combination involves CSTA, HiTech, and PubCo (US Elemental Inc.).
• · PubCo is expected to list on Nasdaq after the business combination.
• · The filing includes cautionary notes regarding forward-looking statements and risks.
• · A Registration Statement on Form S-4 is being prepared for the transaction.
• · Shareholders are urged to read the proxy statement/prospectus when available.

17-07-2026

Mercator Acquisition Corp., a blank check company, priced its $150 million initial public offering of 15,000,000 units at $10.00 per unit, with each unit consisting of one Class A ordinary share and one-half of one redeemable warrant. The units will trade on Nasdaq under the symbol 'MRCOU' starting July 9, 2026. The company intends to focus on technology and software infrastructure companies targeting financial services, real estate, and asset management, and is led by Shawn Matthews (Chairman & CEO), Steve Bischoff (CFO), and Shawn Matthews Jr. (President).

• · The company is a blank check company formed to effect a merger or similar business combination.
• · The offering was declared effective by the SEC on July 8, 2026.
• · The company has granted underwriters a 45-day option to purchase up to an additional 2,250,000 units to cover over-allotments.
• · Only whole warrants are exercisable and will trade separately.

17-07-2026

Tribeca Strategic Acquisition Corp. announced that, effective July 20, 2026, holders of its units may elect to separately trade the Class A ordinary shares and rights included in the units. The separated shares and rights will trade on Nasdaq under symbols 'BID' and 'BIDWR', respectively, while units not separated will continue to trade under 'BIDWU'. The company is a blank check SPAC focused on software, technology, AI, digital assets, and clean energy sectors.

• · Separate trading of Class A ordinary shares and rights begins July 20, 2026.
• · Transfer agent for unit separation is Efficiency, INC.
• · Company is an emerging growth company as defined under SEC rules.
• · SPAC intends to target high-growth sectors including software, technology, artificial intelligence, digital assets, and clean energy.

17-07-2026

Calisa Acquisition Corp (ALISR) filed an 8-K on July 16, 2026, disclosing that its merger partner, GoodVision AI Inc., announced the establishment of its first next-generation AI Factory in Japan. The disclosure is furnished under Regulation FD and includes forward-looking statements regarding the proposed business combination. No financial figures or period-over-period comparisons were provided in this filing.

• · The press release was issued by GoodVision AI Inc., not by Calisa Acquisition Corp.
• · The AI Factory is described as 'next-generation' but no further details on capacity, investment, or timeline were provided.
• · The filing includes extensive cautionary language about forward-looking statements and risks related to the merger.
• · The BCA (Business Combination Agreement) was previously entered into between GoodVision and Calisa.
• · The Company's securities trade on Nasdaq under symbols ALISU (Units), ALIS (Ordinary Shares), and ALISR (Rights).

17-07-2026

Inflection Point Acquisition Corp. V (SPAC) and GOWell Technology Limited amended their business combination agreement on July 13, 2026, modifying the earnout share issuance thresholds for 2026 EBITDA performance and capping SPAC transaction expenses at $9 million. The amendment also adds a new schedule for advisory fees, with cash advisory fees to Cohen & Company Capital Markets capped at $2 million. The deal structure remains otherwise unchanged.

• · The amendment is the second amendment to the original Business Combination Agreement dated October 13, 2025 (first amendment on December 22, 2025).
• · The earnout share issuance is a one-time event per tier, not cumulative.
• · Deferred underwriting commissions and non-cash advisory fees of Cohen & Company Capital Markets are excluded from the $9M SPAC expense cap.
• · The amendment adds a new Schedule 11.3 to the agreement detailing advisory services.

17-07-2026

Jet.AI Inc. (JTAI) closed its merger with flyExclusive, Inc. on July 13, 2026, after stockholder approval and satisfaction of closing conditions. As part of the transaction, Jet.AI distributed all SpinCo shares to stockholders on a pro rata basis (1:1 ratio) immediately prior to the merger, which then converted into flyExclusive Class A common stock at an aggregate exchange ratio of approximately 3.6253:1. The merger positions Jet.AI as a pure-play AI infrastructure provider, but the final purchase price remains subject to a 90-day post-closing adjustment, with 20% of the merger consideration (1,957,402 shares) held in reserve, creating uncertainty for stockholders.

• · The merger was completed on July 13, 2026, following stockholder approval at a reconvened Special Meeting.
• · Record date for SpinCo distribution was July 6, 2026.
• · Exchange ratio for SpinCo shares to flyExclusive shares is approximately 3.6253:1 aggregate; 2.9002:1 for the 80% issued at closing, and 0.7251:1 for the 20% held in reserve.
• · The final post-closing purchase price will be determined 90 days from closing, with potential downward adjustments reducing the number of reserve shares issued.
• · Jet.AI retains its NASDAQ listing under ticker JTAI and is now focused on AI tools and GPU infrastructure.

17-07-2026

Sadot Group Inc. (SDOT) acquired the 'TradeIQ' predictive-intelligence software IP from Hong Kong-based Litial Ltd for a total purchase price of $6,000,000, paid in a mix of $50,000 cash, 200,000 shares of common stock (valued at $2,000,000), and 3,950 shares of newly created Series C Non-Voting Non-Convertible Preferred Stock (stated value $3,950,000). The IP is designed to enhance commodity trading and risk management platforms. The transaction closed on July 14, 2026, and the stock consideration is subject to a 180-day lock-up and volume-based leak-out restrictions, with no registration rights granted.

• · The IP was developed on a clean-room basis by Litial personnel free of third-party encumbrances (except as disclosed in Schedule B).
• · Series C Preferred is non-voting, non-convertible, perpetual, and cannot require cash redemption except upon an insolvency event of Buyer.
• · The structure of the Series C Preferred was designed to avoid triggering Nasdaq change-of-control or share-issuance approval thresholds, and to qualify as equity under U.S. GAAP.
• · The common stock and preferred stock are both restricted securities with no registration rights; no obligation for Buyer to register them for resale.
• · Seller and its assignees are subject to a 180-day lock-up on common stock sales and a subsequent leak-out restriction of 10% of average daily trading volume.
• · The parties confirmed the transaction is arm's-length with no related-party relationship under Regulation S-K Item 404.