US Merger & Acquisition SEC Filings — August 06, 2026

06-08-2026

ARC Group Securities Acquisition I filed an 8-K on August 6, 2026, disclosing entry into a material definitive agreement (Item 1.01) for a merger/acquisition, alongside unregistered sales of equity securities (Item 3.02), director/officer changes (Item 5.02), amendments to articles of incorporation (Item 5.03), and other events (Item 8.01). However, the filing does not specify the counterparty, deal size, valuation metrics, or strategic rationale, limiting actionable insights. The filing is purely procedural with no quantitative data on transaction value, share counts, or financial performance.

• · Filing includes Item 3.02 (unregistered sales of equity securities), suggesting PIPE financing or stock issuance to fund the deal.
• · Item 5.02 indicates director/officer changes, likely related to the merger agreement.
• · Item 5.03 (amendments to articles of incorporation) may reflect changes to facilitate the transaction.
• · No financial statements or pro forma data were provided in the summary; Item 9.01 may contain exhibits not analyzed here.

06-08-2026

Health Catalyst, Inc. filed an 8-K on August 6, 2026, reporting the termination of a material definitive agreement (Item 1.02) and the completion of an acquisition or disposition of assets (Item 2.01). The filing also includes results of operations and financial condition (Item 2.02) and Regulation FD disclosure (Item 7.01). However, the filing does not disclose the counterparty, deal value, or specific financial metrics, limiting the ability to assess the transaction's materiality or strategic impact.

• · Filing includes Item 1.02 (Termination of Material Definitive Agreement) and Item 2.01 (Completion of Acquisition or Disposition of Assets), but no specific counterparty, deal value, or asset details are disclosed.
• · Item 2.02 (Results of Operations and Financial Condition) is referenced but no financial metrics (revenue, EPS, etc.) are provided in the filing summary.
• · Item 7.01 (Regulation FD Disclosure) is included, suggesting a concurrent public disclosure, but content is not specified.
• · No scheduled events (e.g., earnings calls, shareholder meetings) are mentioned in the filing.

06-08-2026

Ensysce Biosciences acquired Cy Biopharma in a stock-for-stock merger, gaining a clinical-stage neuroplastogenic therapy (CY-200) for Complex Regional Pain Syndrome (CRPS) with FDA Orphan Drug Designation. Concurrently, the company secured up to $77 million in total financing: $21.5 million from an initial private placement (led by Ally Bridge Group, with Perceptive Advisors, Dellora Investments, Ikarian Capital, and Adage Capital Partners), $17.1 million in cash from Cy Biopharma's pre-acquisition convertible note, and up to $38.6 million upon a clinical milestone. Pro forma cash is expected to fund CY-200 through Phase 2 proof-of-concept data and into registrational development, while Ensysce continues its PF614-MPAR program. However, the transaction requires stockholder approval for the Series C Preferred Stock conversion, and the company faces risks including potential Nasdaq delisting and failure to achieve the milestone for the second tranche.

• · The acquisition is structured as a stock-for-stock merger with a fixed exchange ratio for 282,122 shares of Series C Preferred Stock (282,122,000 on as-converted basis).
• · Series C Preferred Stock conversion ratio is 1:1,000 to common stock, subject to stockholder approval and beneficial ownership limitations.
• · The private placement price is $321.79 per share ($0.32179 per share on as-converted basis) for the initial tranche and $402.24 per share ($0.40224 per share on as-converted basis) for the milestone tranche.
• · The company resolved existing contractual matters with a third party by converting outstanding Series B Preferred Stock and warrants into common and Series C Preferred Stock.
• · The initial close of the private placement is expected on August 7, 2026.
• · The milestone closing is contingent on achievement of a clinical trial milestone.
• · Risks include possible Nasdaq delisting, failure to obtain stockholder approval for conversion, and failure to achieve the clinical milestone for the second tranche.
• · The combined fully diluted equity value is approximately $101.4 million (excluding transaction fees).

06-08-2026

Bleichroeder Acquisition Corp. II (BBCQU) filed a definitive proxy statement (DEFM14A) for its proposed business combination with Pasqal, a French quantum computing company, which includes a reincorporation merger to form New Pasqal. The filing highlights significant risks for shareholders, including reduced regulatory oversight as a foreign private issuer, potential loss of that status, and adverse tax consequences if the merger fails to qualify as a tax-free reorganization. While the transaction offers a path to public listing for Pasqal, shareholders face uncertainties regarding governance protections, legal enforcement, and tax treatment.

• · New Pasqal will be incorporated under French law and will prepare financial statements in accordance with IFRS, not U.S. GAAP.
• · As a foreign private issuer, New Pasqal will file annual reports on Form 20-F and furnish reports on Form 6-K, which are less extensive and timely than U.S. domestic issuer filings.
• · New Pasqal may rely on foreign private issuer exemptions from certain Nasdaq corporate governance requirements, potentially resulting in a board without a majority of independent directors.
• · The Reincorporation Merger is intended to qualify as a tax-free reorganization under Section 368(a)(1)(F) of the Code, but no IRS ruling will be sought.
• · New Pasqal may be classified as a PFIC, which could lead to adverse U.S. federal income tax consequences for U.S. holders.
• · Shareholders may face difficulties enforcing U.S. judgments against New Pasqal or its directors and officers, as most assets are located outside the U.S.

06-08-2026

Vystar Corporation entered into a joint venture with Capital Realm, Inc. to acquire a 50% interest each in r3alm, Inc., a compliance-focused AI and Web3 financial ecosystem. Vystar issued 8,371 shares of Series B preferred stock (convertible into 8,371,000 common shares, representing 34% ownership) to Capital Realm, with the shares fully vesting upon proof of intellectual property concept. The transaction was exempt under Regulation D.

• · Joint venture formed on August 4, 2026, with agreements dated July 28, 2026.
• · Vystar issued 8,371 Series B preferred shares convertible into 8,371,000 common shares (34% ownership) to Capital Realm.
• · Shares fully vest upon proof of intellectual property concept.
• · Transaction exempt under Regulation D of the Securities Act of 1933.
• · R3alm platform includes 22 planned modules spanning digital capital formation, tokenized assets, governance, trading, treasury, identity, analytics, and AI-powered financial intelligence.
• · Platform aims to help small and micro-cap companies tokenize stocks for 24-hour domestic and international trading.

06-08-2026

Hydrofarm completed the sale of Aurora Peat Products to Raven Holdings LLC for $16 million, with $5 million in a promissory note, using proceeds to reduce Term Loan debt. The company also launched Project Agility to scale its logistics services platform, though this business currently represents only a small portion of operating results. While the divestiture simplifies operations and reduces debt, the logistics services segment remains nascent and the company faces ongoing risks including collectability of the note and market demand conditions.

• · The logistics services business currently represents only a small portion of Hydrofarm's operating results.
• · Aurora Peat will continue as a supplier to Hydrofarm's grow media business under a supply agreement.
• · Aurora Peat has secured one of the largest premium-quality Sphagnum peat moss reserves in North America.
• · The sale removes the capital spend of owning and operating peat harvesting assets.
• · The company faces risks including collectability of the $5M promissory note and maintaining Nasdaq listing compliance.

06-08-2026

Liberty Global Ltd. completed the acquisition of Vodafone's 50% stake in VodafoneZiggo for €1.0 billion in cash plus 10% of Ziggo Group's equity, giving Liberty Global full ownership of VodafoneZiggo. The deal closed on July 31, 2026, and Liberty Global plans to distribute its entire interest in Ziggo Group to shareholders and list Ziggo Group on Euronext Amsterdam. Vodafone retains a minority equity interest in Ziggo Group and has certain governance rights, including a director appointment if the spin-off is delayed beyond 18 months.

• · The acquisition was completed under a Sale and Purchase Agreement dated February 18, 2026.
• · Following the transaction, Ziggo Group owns 100% of VodafoneZiggo and all equity interests in Telenet.
• · Liberty Global indirectly holds a 50% minus one share economic interest in Wyre Holding BV through Telenet's 66.8% stake.
• · Vodafone has the right to appoint one director to Ziggo Group's supervisory board if the Spin Transaction is not completed within 18 months.
• · Financial statements and pro forma financial information for the acquired business will be filed within 71 days of the 8-K filing date.

06-08-2026

TCGX Acquisition Corp. filed an 8-K on August 6, 2026, announcing entry into a material definitive agreement (Item 1.01), unregistered sales of equity securities (Item 3.02), director/officer changes (Item 5.02), amendments to charter/bylaws (Item 5.03), and other events (Item 8.01). The filing indicates a merger or acquisition transaction, but specific deal terms, valuation, and financial metrics are not disclosed. The company is a SPAC, suggesting a business combination, but no target or financial details are provided.

• · The filing includes Item 9.01, indicating financial statements and exhibits are attached, but their content is not summarized in the provided data.
• · The company is a SPAC (Special Purpose Acquisition Company), and this 8-K likely signals a definitive agreement for a business combination, but no target or terms are disclosed.

06-08-2026

ACRES Commercial Realty Corp. filed an 8-K on August 6, 2026, reporting the completion of an acquisition or disposition of assets (Item 2.01), entry into and termination of material definitive agreements (Items 1.01 and 1.02), creation of a direct financial obligation (Item 2.03), unregistered sales of equity securities (Item 3.02), director/officer changes (Item 5.02), and Regulation FD disclosure (Item 7.01). However, the filing does not disclose the specific counterparty, deal value, or financial terms of the transaction, limiting quantitative analysis. The filing indicates a complex corporate event involving asset-level changes, financing, and governance adjustments, but without key details on valuation or strategic rationale.

• · Filing includes Item 2.01 (completion of acquisition or disposition of assets) but no counterparty or asset details are disclosed.
• · Item 3.02 indicates unregistered sales of equity securities, suggesting a private placement or stock issuance related to the transaction.
• · Item 5.02 signals director or officer changes, which may be tied to the transaction or governance restructuring.
• · Item 2.03 indicates creation of a direct financial obligation, implying debt financing or assumption of liabilities.
• · No financial statements or pro forma data were provided in the filing summary, limiting assessment of deal impact.

06-08-2026

Brady Corp filed an 8-K on August 6, 2026, reporting the completion of an acquisition (Item 2.01) and entry into a material definitive agreement (Item 1.01), along with related obligations (Item 2.03) and Regulation FD disclosure (Item 7.01). However, the filing does not disclose the target company, deal value, or financial terms, limiting the ability to assess materiality or strategic impact.

• · The filing includes Item 7.01 (Regulation FD Disclosure), suggesting a concurrent press release or investor presentation was issued.
• · Item 9.01 indicates financial statements and exhibits are attached, but no details are provided in the summary.
• · No target company name, deal value, or financial impact is disclosed in the filing summary.

06-08-2026

The filing is an 8-K by Berto Acquisition Corp. II, a SPAC, reporting the departure of directors/officers and the appointment of new directors/officers, along with compensatory arrangements. No merger or acquisition transaction is announced or detailed in this filing. The filing does not disclose any deal structure, strategic rationale, valuation, or financial metrics related to a business combination.

• · The filing is an 8-K, not a merger agreement or definitive document.
• · No business combination target, valuation, or financial terms are disclosed.
• · The filing relates solely to internal governance changes (director/officer departures and appointments).

06-08-2026

Ashford Hospitality Trust completed the sale of the 358-room Hyatt Regency Long Island in Hauppauge, New York on July 31, 2026, for net cash proceeds of approximately $26.2 million. The company also paid approximately $25.7 million to repay the mortgage lender, which had the hotel as part of a 15-property collateral pool. Pro forma financials show the removal of the hotel's operations, which contributed $21.3 million in total revenue for FY2025 but generated a net loss of $1.7 million for the year, and $3.6 million in revenue with a $2.4 million net loss for Q1 2026.

• · The mortgage loan repaid was secured by 15 hotels, including Hyatt Long Island.
• · Pro forma adjustments include a preliminary non-recurring gain on disposition of $671,000 for FY2025.
• · Pro forma net loss attributable to common stockholders improves from $(215.0M) to $(212.6M) for FY2025, and from $(71.1M) to $(68.7M) for Q1 2026.
• · The hotel contributed $21.3M in total revenue and $1.3M in operating income for FY2025, but a net loss of $1.7M after interest and other expenses.
• · For Q1 2026, the hotel contributed $3.6M in total revenue and an operating loss of $1.8M, with a net loss of $2.4M.

06-08-2026

Columbus Acquisition Corp entered into a First Amendment to its Business Combination Agreement with WISeSat.Space Holdings Corp., extending the Outside Date to October 31, 2026. Additionally, the company secured a $10,000,000 PIPE Investment from SEALSQ Corp, an affiliate of the target, with the number of Subscription Shares (938,086) based on a Redemption Price of approximately $10.66 per share. The PIPE includes a price protection mechanism that could issue additional shares if the post-closing VWAP falls below the purchase price.

• · The First Amendment extends the Outside Date for the business combination to October 31, 2026.
• · The PIPE Investment is contingent upon the closing of the business combination.
• · Additional Subscription Shares may be issued if the 10-day VWAP 60 days post-closing is below the PIPE Purchase Price, with a floor of $5.00 per share.
• · The Subscription Agreement will be filed as an exhibit to Target's Amendment No. 2 to Form F-4.

06-08-2026

BlackRock TCP Capital Corp. (TCPC) filed an 8-K on August 6, 2026, disclosing a material definitive agreement and the completion of a transaction involving the sale of a portfolio of investments. Pro forma adjustments reflect a $511.9M reduction in investments at fair value and a $57.1M increase in distributable losses, resulting in a pro forma net asset value of $494.9M. The transaction also reduced cash and cash equivalents by $135.2M and total debt by $591.6M, significantly deleveraging the balance sheet.

• · The transaction included a 5% equity investment by TCPC in Blackrock DLF-C 2026, LLC.
• · Pro forma distributable earnings (loss) worsened from $(1,175,504,645) to $(1,232,649,605), an increase of $57.1M in losses.
• · Total liabilities decreased from $924.5M to $328.8M, a reduction of $595.7M.
• · Net investment income for the six months ended June 30, 2026 was $36.6M, but net decrease in net assets from operations was $(14.6M) pre-transaction and $(71.7M) pro forma, reflecting significant realized/unrealized losses.