US Merger & Acquisition SEC Filings — July 23, 2026

23-07-2026

Bleichroeder Acquisition Corp. II has filed Amendment No. 3 to its business combination agreement with Pasqal Holding SAS, a French quantum computing company. The amendment revises the terms of the post-closing equity incentive plan (LTIP), capping the share reserve at 10% of the fully-diluted outstanding shares and requiring further negotiation of vesting criteria based on performance conditions. The transaction continues to progress toward closing, with no changes to the overall deal structure or valuation disclosed.

• · Amendment No. 3 is dated July 22, 2026, and was filed on July 23, 2026.
• · The original Business Combination Agreement was dated February 28, 2026, with prior amendments on May 26, 2026 (Amendment No. 1) and June 25, 2026 (Amendment No. 2).
• · The LTIP will include founder’s warrants (BSPCEs) or free shares (actions gratuites).
• · The LTIP share reserve is capped at 10% of the aggregate number of Surviving Corporation Shares issued and outstanding immediately after the Closing on a fully-diluted and as-converted basis (after giving effect to Parent Shareholder Redemptions).
• · Further edits to the LTIP, including vesting criteria based on performance conditions, will be negotiated in good faith based on recommendations from the Company’s compensation consultant, subject to board approval.

23-07-2026

B&R Technology Merger Corp. priced its initial public offering of 32,500,000 units at $10.00 per unit, raising $325 million. The units will trade on Nasdaq under the symbol BRTMU starting July 21, 2026. The company is a blank-check company formed for mergers or acquisitions, with Citigroup as sole bookrunner.

• · Each unit consists of one Class A ordinary share and one-third of one warrant.
• · Warrants have an exercise price of $11.50 per share.
• · Class A ordinary shares and warrants will trade under symbols BRTM and BRTMW after separate trading begins.
• · Underwriters have a 45-day option to purchase up to 4,875,000 additional units.
• · The registration statement has been declared effective by the SEC.

23-07-2026

Gentherm reported record quarterly revenue of $416.2 million for Q2 2026, up 11.0% YoY (9.5% ex-FX), driven by strong Automotive Climate and Comfort Solutions growth of 14.1%. However, gross margin contracted to 23.2% from 23.9%, and cash flow from operations dropped sharply to $2.3 million from $31.7 million, partly due to restructuring and M&A expenses. The company raised its full-year 2026 revenue guidance to $1.55B–$1.65B, completed the acquisition of Innovative Medical Equipment, LLC, and announced a new $400 million stock repurchase program.

• · Automotive New Business Awards totaled $690 million in Q2 2026.
• · Selected by two leading North American furniture brands for climate and comfort solutions; fourth consecutive quarter of new home and office customer wins.
• · Automotive Climate and Comfort Solutions outperformed S&P Global's light vehicle production report in relevant markets by 14 percentage points.
• · GAAP diluted EPS was $0.14 vs $0.02 in prior year; adjusted diluted EPS was $0.75 vs $0.54.
• · Full year 2026 guidance raised: Product Revenues $1.55B–$1.65B (from $1.5B–$1.6B), Adjusted EBITDA $185M–$200M (from $175M–$195M), Adjusted Free Cash Flow $85M–$100M (from $80M–$100M).
• · Planned combination with Modine Performance Technologies remains on track to close by early Q4 2026.
• · New stock repurchase program of up to $400 million replaces prior program effective July 27, 2026, with three-year term.
• · Medical revenue ex-FX declined 0.2% YoY, essentially flat.
• · Cash flow from operations decreased sharply to $2.3M from $31.7M due to restructuring and M&A expenses.

23-07-2026

Cayson Acquisition Corp filed an 8-K reporting that its insiders deposited the fifth monthly extension contribution of $125,000 into the trust account on July 22, 2026, extending the deadline to complete a business combination to as late as March 23, 2027. The company had previously held an extraordinary general meeting on March 18, 2026, to approve up to twelve monthly extensions. No business combination has been announced, and the filing contains no financial results or operational metrics.

• · The extension was approved at an extraordinary general meeting held on March 18, 2026.
• · The original deadline was extended on a monthly basis up to 12 months, until March 23, 2027.
• · The insiders (sponsors, officers, directors, affiliates or designees) are required to lend $125,000 per month to the trust account.
• · The deposited amount increases the per-share redemption price paid upon consummation of a business combination or liquidation.

23-07-2026

Canton Strategic Holdings, Inc. (the parent of Tharimmune, Inc.) sold its wholly owned subsidiary Gravitas Life Sciences, LLC to Gravitas Collective Corp. for a $3.5M unsecured promissory note bearing 15% interest, plus potential development milestone payments. The divestiture significantly reduces operating losses: pro forma net loss for FY2025 improves from $(35.9M) to $(25.8M), and for Q1 2026 from $(47.3M) to $(45.5M). However, the company retains a large deferred tax liability of $113.7M and continues to incur substantial unrealized losses from digital asset holdings ($15.0M in Q1 2026).

• · The company retained certain bispecific antibodies assets via Tharimmune SPV1 under a Bill of Sale.
• · Pro forma basic and diluted net loss per share for FY2025 improves from $(1.12) to $(0.81); for Q1 2026 from $(0.23) to $(0.22).
• · Weighted average shares outstanding for FY2025 were 32,049,310; for Q1 2026 were 207,705,905 (reflecting significant dilution).
• · Unrealized loss from digital assets holdings was $15.0M in Q1 2026 and $22.0M in FY2025, unchanged by the divestiture.
• · The promissory note matures on July 17, 2029, with interest payable in kind and compounding semi-annually.

23-07-2026

Southern Cross Acquisition I Corp. (NASDAQ: NCOOU) announced the pricing of its $100 million initial public offering of 10,000,000 units at $10.00 per unit, with the units expected to trade on Nasdaq starting July 21, 2026. The SPAC will search for a merger or business combination target without industry or geographic restrictions. The offering is expected to close on July 22, 2026, subject to customary conditions.

• · Each unit consists of one ordinary share, one redeemable warrant, and one right to receive one-fourth of one ordinary share upon consummation of an initial business combination.
• · Each whole redeemable warrant entitles the holder to purchase one ordinary share at an exercise price of $11.50 per share.
• · Once separate trading begins, ordinary shares, warrants, and rights will trade under 'NCO', 'NCOOW', and 'NCOOR', respectively.
• · The underwriters have a 45-day option to purchase up to 1,500,000 additional units to cover over-allotments.
• · The registration statement on Form S-1 (File No. 333-296723) was declared effective by the SEC on July 20, 2026.
• · NCO is a blank check company with no specific industry or geographic target restrictions.

23-07-2026

ZeroStack Corp. closed a private cryptocurrency financing on July 20, 2026, acquiring 142,232,948 native tokens of the Zero Gravity (0G) blockchain. Investors contributed the tokens to a newly formed subsidiary, Texas Blocker Corp., in exchange for 9,104,614 common shares of ZeroStack. The transaction involved a related party, as Executive Chairman Michael Heinrich is also CEO of Zero Gravity Labs Inc., which received 4,608,864 common shares (50.6% of the blocker shares).

• · The financing was previously announced on March 31, 2026.
• · Shareholder approval was obtained via 'Proposal 6 - Approval of the Continuance Proposal' at the 2026 Annual and Special Meeting.
• · Texas Blocker Corp. became a wholly-owned subsidiary of ZeroStack after the exchange.
• · The transaction is a related-party deal due to Michael Heinrich's dual roles.

23-07-2026

Four Leaf Acquisition Corporation amended its charter to extend the deadline to complete an initial business combination from June 22, 2026 to June 22, 2027, with up to twelve additional one-month extensions available. Each monthly extension requires a $75,000 deposit into the trust account. The amendment was approved by the board and stockholders.

• · Original deadline for business combination was June 22, 2026; now extended to June 22, 2027.
• · Extension requires a $75,000 deposit into the trust account per month, with five business days advance notice.
• · Up to $100,000 of trust interest may be used for dissolution expenses.
• · Amendment was adopted under Section 242 of the Delaware General Corporation Law.

23-07-2026

XMax Inc. (XWIN) disclosed that its wholly owned subsidiary, Xmax Beta Holdings Ltd., increased its interest in Preamble X Capital I to over 99.9% via an additional subscription of $8.32 million. Subsequently, Preamble X Capital I subscribed for approximately 48% interests in a private investment fund for $8.0 million, which intends to invest substantially all of its assets in shares of Figure AI Inc. The transactions were completed on July 17 and July 22, 2026, respectively.

• · The applicable management fee percentage for the Company in Preamble X Capital I is 0%.
• · The Fund Manager intends to invest substantially all of its investable assets in shares of common or preferred stock of Figure AI Inc.

23-07-2026

FG Merger II Corp. (FGMC), a blank-check company, filed its audited financial statements for the year ended December 31, 2025, along with an 8-K reporting the entry into material agreements related to its IPO. The company completed its IPO on January 30, 2025, raising $80.0M in gross proceeds and placing $80.8M into a trust account, generating investment income of $3.0M. However, the company reported a net loss from operations of $(972,161) and general and administrative expenses of $972,161, reflecting the costs of operating as a pre-business-combination SPAC with no operating revenues.

• · The company's common stock has par value $0.0001; 100,000,000 shares authorized; 2,295,800 issued and outstanding (excluding 8,000,000 shares subject to possible redemption) as of December 31, 2025.
• · The company has not yet commenced any operations and will not generate operating revenues until after a Business Combination.
• · The trust account funds are invested in a money market fund meeting Rule 2a-7 under the Investment Company Act.
• · The company must complete a Business Combination with target(s) having fair market value at least 80% of net assets in the trust account, and must acquire 50% or more of voting securities or a controlling interest.
• · The $15 Private Warrants are exercisable for a period of 10 years from the Business Combination date and are non-redeemable.
• · The company issued 40,000 underwriter units and 7,500 advisor units.
• · 300,000 founder shares were forfeited due to no over-allotment exercise by the underwriter.
• · Total stockholders' equity turned positive from $(2,632) at December 31, 2024 to $389,529 at December 31, 2025.
• · Accounts payable increased from $25,728 to $57,171 year over year.
• · Tax liability of $137,747 was recorded in 2025; none in 2024.