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US Merger & Acquisition SEC Filings — August 25, 2026

USA M&A & Takeover Activity

By Gunpowder Editorial ·

16 high priority 16 total filings analysed

Executive Summary

The August 25, 2026, US M&A digest reveals a market bifurcated between high-conviction, well-capitalized transactions and struggling SPACs facing existential deadlines. The most significant development is the $2.3B de-SPAC of Ursa Major via Bleichroeder Acquisition Corp. III, a rare high-quality defense-tech target with substantial PIPE backing ($350M+), signaling strong institutional appetite for next-gen aerospace assets.

Conversely, a wave of SPAC distress is evident: Hudson Acquisition I Corp. is pursuing a $410M EV deal with Aiways Europe while already delisted from Nasdaq, and Quartzsea and BEST SPAC face Nasdaq non-compliance. The period is marked by capital recycling, as Steele Creek Capital liquidates 75.8% of its loan portfolio and Two Harbors Investment Corp. completes its $12/share take-private by CrossCountry Mortgage. A notable trend is the use of contingent consideration and stock in smaller M&A, as seen in reAlpha Tech Corp.'s $8.5M acquisition of InstaMortgage, which closed without key regulatory approvals, creating material operational risk. Overall, the data shows a market where capital is flowing to premium assets (defense, aircraft leasing) while structurally challenged SPACs and small-cap acquirers face mounting pressure.

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

Filing types in this digest: 8-K · DEFM14A

Tracking the trend? Catch up on the prior US Merger & Acquisition SEC Filings digest from August 24, 2026.

Investment Signals (10)

  • Ursa Major (via Bleichroeder III) (BULLISH)

    Defense-tech unicorn going public at ~$2.3B post-money valuation with $350M+ PIPE anchored by Inflection Point, 5,500+ ground tests completed, and over a dozen successful hypersonic missions. Strong institutional support and strategic positioning in hypersonics/critical munitions

  • Closed acquisition of 12 aircraft + 13 engines, expanding its lease portfolio. The company's integrated leasing, asset management, and aftermarket model provides a competitive moat. No financial terms disclosed, but the deal signals confidence in commercial aviation demand and disciplined growth

  • Acquired InstaMortgage for $8.5M (mostly deferred consideration), but closed without regulatory approvals in two states representing 21.31% of H1 2026 loan origination volume. This aggressive closing creates material operational risk and potential revenue disruption [MIXED/BEARISH]

  • Pursuing $410M business combination with Aiways Europe despite being delisted from Nasdaq since Jan 2025. Sponsor holds 98.66% of shares and has committed to vote in favor, ensuring approval. However, Pubco's Nasdaq listing is conditional and uncertain [MIXED/BEARISH]

  • Completed take-private by CrossCountry Mortgage at $12.00/share + $0.20326 stub dividend. The deal provides a clean exit for public shareholders at a premium, but marks the end of TWO's public market life. MSR-focused REIT transitioning to private ownership

  • Board approved deleveraging plan anticipating full liquidation. Sold 75.8% of loan portfolio for ~$73M, realizing gains of $462K above June 30 valuations. Target to complete liquidation by year-end 2026. This is a capital return event for shareholders, but signals the end of the company

  • Completed $360M IPO (including partial over-allotment) with sponsor maintaining 25% ownership. Fresh SPAC with significant firepower for a business combination. The fully funded trust account provides a clean vehicle for a target

  • Raised $206.5M in gross proceeds from IPO and concurrent private placement, with $200M in trust. Has 21 months (until ~May 2028) to find a target. A well-capitalized, newly minted SPAC with a long runway [NEUTRAL/BULLISH]

  • Shareholders approved extension to Sept 13, 2027, but 1.87M shares (32.5% of public float) were redeemed for ~$20.6M, reducing trust to ~$42.9M. The high redemption rate signals shareholder skepticism about the MicroTouch Technology deal

  • Received Nasdaq delisting notice for non-payment of $75,000 fee. Paid on Aug 25 but has not received confirmation. Trading suspension scheduled for Aug 28 if not resolved. A $75K administrative failure threatening the entire SPAC structure

Risk Flags (9)

  • Closed InstaMortgage acquisition without approvals in two states representing 21.31% of H1 2026 loan volume. InstaMortgage may cease operations in those states while approvals are pending. This is a material operational risk that could significantly impact revenue and integration

  • HUDA's securities were delisted from Nasdaq as of Jan 24, 2025. The proposed business combination with Aiways Europe is contingent on Pubco (EUROEV Holdings) obtaining Nasdaq listing approval, which is not guaranteed. If listing fails, the deal structure collapses

  • Delisting notice for non-payment of $75K fee. While paid, Nasdaq has not confirmed withdrawal. Trading suspension scheduled for Aug 28. This is a severe governance red flag for a SPAC that needs to execute a business combination

  • Received Nasdaq deficiency notice for failing to meet $35M MVLS requirement. Also fails alternative listing standards. Has 180 days (until Feb 15, 2027) to regain compliance. Failure could lead to delisting and trust liquidation

  • Has made at least 6 extension payments totaling $675K since Oct 2025, pushing deadline from Oct 26, 2025 to Oct 26, 2026. Repeated extensions without a deal signal significant challenges in finding a target. Risk of eventual liquidation

  • Deposited $150K for second one-month extension (to Sept 22, 2026). Ongoing challenges in consummating a business combination. Each extension increases pressure and dilutes trust value

  • Drew down $60K from sponsor promissory note (total $180K outstanding) to fund trust extension. Reliance on sponsor loans for working capital indicates limited financial flexibility

  • Board approved deleveraging plan anticipating full liquidation. Sold 75.8% of portfolio, realized net loss of $1.7M. While gains above June 30 valuations are positive, the company is winding down with no replacement strategy

  • 32.5% of public shares redeemed ($20.6M) following extension approval. High redemptions reduce trust capital available for the MicroTouch Technology deal and signal lack of shareholder confidence

Opportunities (8)

  • Ursa Major (via Bleichroeder III)/Defense-Tech IPO (OPPORTUNITY)

    Rare opportunity to invest in a hypersonics and critical munitions company at IPO. With $350M+ PIPE backing, 5,500+ tests, and a $2.3B valuation, this is a high-quality defense-tech asset. Expected to trade on Nasdaq under IPXX in Q1 2027

  • Acquisition of 12 aircraft + 13 engines expands portfolio at attractive valuations. WLFC's integrated model (leasing + asset management + aftermarket) provides multiple revenue streams. Commercial aviation recovery supports demand

  • $360M in trust with 25% sponsor ownership provides strong alignment. Newly formed SPAC with full 18-24 month search window. Potential target in technology sector given the name

  • $200M in trust with 21-month search period (until May 2028). Well-capitalized with no immediate pressure. Focus on business combination provides optionality for investors

  • Company sold 75.8% of portfolio at prices generating gains above June 30 valuations. Target to complete liquidation by year-end 2026. Investors may realize NAV as assets are monetized. Monitor for potential special dividends

  • Shareholders received $12.00/share + $0.20326 stub dividend. For those who held through close, this represents a clean exit. For arbitrageurs, the deal has closed, so no further opportunity

  • Acquired six gold mineral properties in Canada via subsidiary Maritimes Gold Corp. Issued 500K Series A Preferred shares to MegumaGold. While early-stage, the gold properties provide exploration upside. Monitor for drilling results

  • Merger target Electra Vehicles announced AI-powered battery risk prediction collaboration with MinTech Co. This positions Electra in the growing BESS (Battery Energy Storage Systems) market. Potential catalyst for de-SPAC valuation

Sector Themes (6)

  • SPAC Distress Wave

    6 of 16 filings involve SPACs facing existential challenges: delisting notices (Quartzsea, BEST SPAC, Hudson), repeated extensions (Black Hawk, DT Cloud Star, Range Capital), and high redemption rates (Future Vision II). The SPAC market is experiencing a shakeout, with only well-capitalized or high-quality targets surviving.

  • Defense-Tech Premium

    The Ursa Major de-SPAC at $2.3B valuation with $350M+ PIPE demonstrates strong institutional appetite for next-generation defense technology. This contrasts with struggling SPACs in other sectors, suggesting investors are discriminating based on target quality and strategic positioning.

  • Capital Recycling and Liquidation

    Two filings (Steele Creek Capital, Two Harbors) involve full or partial liquidation/exit events. Steele Creek is selling 75.8% of its loan portfolio, while Two Harbors completes its take-private. This suggests a theme of capital being returned to shareholders or redeployed by acquirers.

  • Regulatory Risk in Fintech M&A

    reAlpha Tech Corp's acquisition of InstaMortgage closed without required state approvals, creating material operational risk. This highlights the regulatory complexity in financial services M&A and the risks of aggressive closing strategies.

  • Aircraft Leasing Resilience

    Willis Lease Finance's acquisition of 12 aircraft + 13 engines signals confidence in commercial aviation demand. The sector benefits from travel recovery, supply constraints, and the need for fleet modernization, making it an attractive sub-sector for M&A.

  • SPAC IPO Resurgence

    B&R Technology Merger Corp ($360M) and Karman Line Acquisition Corp ($206.5M) both completed IPOs in July-August 2026. Despite the distress in older SPACs, new issuance continues, suggesting sponsor and investor appetite for fresh vehicles with longer runways.

Watch List (8)

  • Ursa Major/Bleichroeder III
    👁

    Monitor for S-4 filing with business combination details, shareholder vote date, and Q1 2027 closing timeline. Watch for any PIPE investor changes or regulatory hurdles [Q4 2026-Q1 2027]

  • Special meeting scheduled for Sept 14, 2026. Key event: stockholder vote on business combination. Also monitor Pubco's Nasdaq listing application status. Delisting risk remains [Sept 14, 2026]

  • Trading suspension scheduled for Aug 28, 2026 if Nasdaq does not confirm compliance. Watch for Nasdaq confirmation or hearing request. Critical near-term event [Aug 28, 2026]

  • Monitor for regulatory approvals in the two outstanding states (representing 21.31% of volume). Watch for any revenue disruption or operational changes. Integration risk is high [Ongoing]

  • Has 180 days (until Feb 15, 2027) to regain MVLS compliance. Monitor for any business combination announcement or alternative compliance strategy. Risk of delisting if unsuccessful [Feb 15, 2027 deadline]

  • With trust reduced to ~$42.9M after 32.5% redemptions, monitor for revised deal terms or additional financing needs. Extension runs to Sept 13, 2027, but deal timeline is uncertain [Ongoing]

  • Board to deliberate on final liquidation plan in coming weeks. Target to complete liquidation by year-end 2026. Watch for shareholder vote and potential special dividends [Q4 2026]

  • Next extension deadline is Sept 22, 2026. Monitor for business combination announcement or further extensions. Each extension increases pressure [Sept 22, 2026]

Filing Analyses (16)
Bleichroeder Acquisition Corp. III 8-K positive materiality 9/10

25-08-2026

Hypersonics and critical munitions company Ursa Major has entered a definitive business combination agreement with SPAC Bleichroeder Acquisition Corp. III (BCCQU) to go public at a pre-money valuation of ~$1.6B and a post-transaction equity valuation of ~$2.3B. The deal is backed by at least $350M in PIPE commitments anchored by Inflection Point Asset Management, with ~$110M funded at signing and up to $345M in additional proceeds depending on redemptions. Closing is expected in Q1 2027, subject to shareholder and regulatory approvals, and the combined company will trade on Nasdaq.

  • · Combined company to be renamed Inflection Point Mach X Bleichroeder Corp. and trade on Nasdaq under ticker IPXX.
  • · Ursa Major has conducted more than 5,500 ground tests and 140,000 seconds of testing; its engines have powered over a dozen successful hypersonic missions.
  • · The PIPE is anchored by Inflection Point and includes new institutional investors and existing Ursa Major investors, including XN.
  • · Near-term capital will support expansion of the Galeton, Colorado site from a solid rocket motor test site into a large-scale production campus.
  • · Inflection Point has raised more than $10B of capital across eight transactions.
  • · Cantor Fitzgerald is acting as lead placement agent and lead financial advisor to Bleichroeder; Moelis is joint placement agent and exclusive capital markets advisor to Ursa Major.
  • · SPAC sponsor Inflection Point previously took Intuitive Machines and USA Rare Earth public.
Black Hawk Acquisition Corp 8-K neutral materiality 3/10

25-08-2026

Black Hawk Acquisition Corporation (BKHAR) deposited $150,000 into its trust account to extend the deadline for completing its initial business combination by one month, from August 22, 2026 to September 22, 2026. This is the company's second extension payment, indicating ongoing challenges in consummating a merger within the original timeframe. The extension provides additional time but does not guarantee a deal will be reached.

  • · The extension moves the deadline from August 22, 2026 to September 22, 2026.
  • · The filing is an 8-K under Item 8.01 (Other Events).
  • · The company is an emerging growth company and has elected not to use the extended transition period for complying with new accounting standards.
WILLIS LEASE FINANCE CORP 8-K positive materiality 7/10

25-08-2026

Willis Lease Finance Corporation (WLFC) closed the acquisition of 12 commercial aircraft and 13 aircraft engines, expanding its lease portfolio and leveraging its integrated leasing, asset management, and aftermarket capabilities. The company views the deal as an attractive opportunity for disciplined growth and long-term value creation, with Milbank LLP and PricewaterhouseCoopers LLP advising WLFC and Vedder and KPMG Ireland advising the seller. No financial terms were disclosed, and the acquisition is expected to enhance asset utilization and lifecycle value.

  • · The acquisition adds 12 commercial aircraft and 13 aircraft engines to WLFC's lease portfolio.
  • · WLFC's global platform includes leasing, asset management, technical, and aftermarket services.
  • · The seller was advised by Vedder (legal) and KPMG Ireland (tax/accounting).
  • · The press release includes forward-looking statements with risks such as war, terrorism, COVID-19, oil price changes, inflation, and market disruptions.
BEST SPAC I Acquisition Corp. 8-K negative materiality 8/10

25-08-2026

BEST SPAC I Acquisition Corp. received a Nasdaq deficiency notice on August 19, 2026, for failing to meet the minimum Market Value of Listed Securities (MVLS) of $35,000,000 required for continued listing under Listing Rule 5550(b)(2). The company also does not meet alternative requirements under Rules 5550(b)(1) and 5550(b)(3). It has 180 calendar days, until February 15, 2027, to regain compliance, but there is no assurance it will succeed.

  • · The company's securities (units, Class A ordinary shares, rights) continue trading under symbols BSAAU, BSAA, BSAAR with no immediate delisting effect.
  • · The company also fails to meet alternative listing requirements under Nasdaq Listing Rules 5550(b)(1) and 5550(b)(3).
  • · If compliance is not regained by February 15, 2027, the company may receive a delisting notice and can appeal to a Hearings Panel.
B&R Technology Merger Corp. 8-K positive materiality 8/10

25-08-2026

B&R Technology Merger Corp. completed its IPO of 32,500,000 units at $10.00 per unit on July 22, 2026, generating $325,000,000 in gross proceeds, and simultaneously sold 687,500 private placement units to its sponsor for $6,875,000. On August 24, 2026, the underwriters partially exercised the over-allotment option, purchasing an additional 3,500,000 units for $35,000,000, and the sponsor bought 52,500 additional private placement units for $525,000. A total of $360,000,000 of proceeds was placed in a trust account, and 458,333 Class B ordinary shares were surrendered by the sponsor to maintain 25.0% ownership of outstanding shares.

  • · The underwriter's over-allotment option was partially exercised for 3,500,000 units; the remaining portion was not exercised.
  • · The sponsor surrendered 458,333 Class B ordinary shares to maintain 25.0% ownership of outstanding shares (excluding private placement shares).
  • · No underwriting discounts or commissions were paid on the private placement units.
  • · The private placement units were issued under Section 4(a)(2) of the Securities Act exemption.
Range Capital Acquisition Corp. 8-K neutral materiality 3/10

25-08-2026

Range Capital Acquisition Corp. (RANGU) disclosed that on August 21, 2026, it drew down $60,000 from an unsecured promissory note with its sponsor, bringing the total outstanding under the note to $180,000. The funds were deposited into the trust account to support the company's ongoing efforts to consummate an initial business combination. The note is non-interest-bearing and repayable upon completion of a business combination or winding up of the company.

  • · The note was originally issued on June 18, 2026, as reported in an 8-K filed June 25, 2026.
  • · The note does not bear interest.
  • · Repayment is due on the earlier of consummation of an initial business combination or winding up of the company.
  • · If no business combination occurs, repayment is limited to amounts remaining outside the trust account.
  • · The note is subject to customary events of default, with certain defaults triggering immediate repayment of principal and other sums.
reAlpha Tech Corp. 8-K mixed materiality 8/10

25-08-2026

reAlpha Tech Corp. completed its acquisition of InstaMortgage Inc. on August 19, 2026, for an aggregate consideration of $8.5 million, consisting of $500,000 cash at closing, $1.5 million in common stock (119,903 shares based on a VWAP of $12.51), and $6.5 million payable in bi-annual installments over three years. However, the acquisition closed without receiving required regulatory approvals in two states, which together accounted for approximately 21.31% of InstaMortgage's loan origination volume in the first half of 2026, creating material regulatory and operational risk.

  • · The acquisition closed without two required state regulatory approvals, covering states that represented 0.82% and 20.49% of InstaMortgage's loan origination volume in H1 2026.
  • · InstaMortgage may cease operations in one or both of those states while approvals are pending.
  • · The company waived the regulatory approval condition to closing for those two states.
  • · Bi-annual payments of $6.5M are payable in six equal installments over three years, with at least $1.5M in cash.
  • · Shares issued are subject to a 6-month restrictive period from issuance date.
  • · Financial statements and pro forma financial information will be filed by amendment within 71 calendar days.
Future Vision II Acquisition Corp. 8-K mixed materiality 8/10

25-08-2026

Future Vision II Acquisition Corp. held an extraordinary general meeting on August 21, 2026, where shareholders approved amendments to extend the deadline for an initial business combination to September 13, 2026, with monthly extension options through September 13, 2027. In connection with the extension, 1,866,403 public shares were redeemed for approximately $20.6M ($11.3 per share), leaving about $42.9M in trust and 3,883,597 public shares outstanding. The company continues to pursue its previously announced business combination with MicroTouch Technology Inc.

  • · Shareholders approved both Proposal 1 (Amended and Restated MAOA) and Proposal 2 (Trust Amendment) with identical votes: 5,288,386 for, 630,276 against, 0 abstentions.
  • · Proposal 3 (adjournment) was rendered moot and not presented due to sufficient votes on Proposals 1 and 2.
  • · The company filed the Amended and Restated MAOA with the Cayman Islands Registrar on August 21, 2026.
  • · The business combination with MicroTouch Technology Inc. was announced on January 16, 2026, and is still in progress.
DT Cloud Star Acquisition Corp 8-K negative materiality 3/10

25-08-2026

DT Cloud Star Acquisition Corporation deposited $75,000 into its trust account on August 20, 2026, to extend the deadline for completing an initial business combination by one month to August 26, 2026. The company has been relying on a series of monthly extension payments since October 2025, funded partly by a promissory note from its sponsor, to push the deadline from October 26, 2025, to October 26, 2026. The repeated extensions indicate ongoing challenges in consummating a business combination within the original 15-month timeframe.

  • · The company has made at least six extension payments since October 2025, totaling $675,000.
  • · The original deadline was October 26, 2025; the current extension runs to October 26, 2026.
  • · One extension payment ($75,000 on October 23, 2025) was funded by an unsecured promissory note from the sponsor.
  • · The company is an emerging growth company and has not elected to use the extended transition period for complying with new financial accounting standards.
Karman Line Acquisition Corp. 8-K neutral materiality 8/10

25-08-2026

Karman Line Acquisition Corp. completed its IPO of 20,000,000 units at $10.00 per unit and a concurrent private placement of 650,000 units at $10.00 per unit on August 19, 2026, raising aggregate gross proceeds of $206.5 million, with $200 million deposited into a trust account. The SPAC has 21 months from the IPO to complete an initial business combination or it must redeem 100% of the public Class A shares.

  • · The company is a special purpose acquisition company (SPAC) focused on a future business combination.
  • · If no business combination is completed within 21 months of the IPO closing (i.e., by approximately May 2028), the company will redeem 100% of the outstanding public Class A shares from the trust.
  • · Interest earned on trust funds may be withdrawn only to pay taxes or upon certain amendments to the company's charter.
  • · An audited balance sheet as of August 19, 2026 is included as Exhibit 99.1.
Quartzsea Acquisition Corp 8-K negative materiality 7/10

25-08-2026

Quartzsea Acquisition Corporation received a delisting notice from Nasdaq on August 19, 2026, due to non-payment of $75,000 in fees under Nasdaq Listing Rule 5250(f). The company paid the outstanding balance on August 25, 2026 and has requested confirmation that the delisting determination has been withdrawn, but has not yet received written confirmation. Trading suspension is scheduled for August 28, 2026 if compliance is not confirmed.

  • · Deadline to request a hearing before Nasdaq Hearings Panel is August 26, 2026 (4:00 p.m. ET).
  • · Company does not currently intend to request a hearing, relying on payment to cure the deficiency.
  • · Even after payment, there is no assurance Nasdaq will withdraw the delisting determination before the suspension date.
Iron Horse Acquisition II Corp. 8-K neutral materiality 5/10

25-08-2026

Iron Horse Acquisition II Corp. (IRHO) announced a technical collaboration between its merger target Electra Vehicles, Inc. and MinTech Co., Ltd., a Korea-based battery diagnostics specialist, to advance AI-powered risk prediction for battery energy storage systems (BESS). The partnership combines MinTech's diagnostic equipment with Electra's AI analytics platform to move BESS operators from reactive failure detection to predictive maintenance. The announcement is part of IRHO's ongoing business combination process with Electra.

  • · The collaboration aims to turn raw operational data into foresight for grid-scale storage operators.
  • · MinTech is a KOSDAQ-listed specialist in battery diagnostic equipment and testing technology.
  • · Electra's AI models provide real-time state diagnosis, deep analytics, and risk prediction on a SaaS basis.
  • · The business combination between IRHO and Electra is subject to shareholder approval and SEC filings.
Nu-Med Plus, Inc. 8-K neutral materiality 7/10

25-08-2026

Nu-Med Plus, Inc. completed the acquisition of six gold mineral properties in Canada through its subsidiary Maritimes Gold Corp., issuing 500,000 shares of Series A Preferred Stock to MegumaGold Corp. and granting 5.0% net smelter returns royalties on each property. The transaction closed on August 20, 2026, following shareholder approval from MegumaGold (84.5% in favor) and the prior acquisition of Avid Gold Ltd. The filing does not disclose any financial performance metrics, so no positive or negative trends can be reported.

  • · The acquisition was structured as an asset purchase, not a business acquisition, so no historical financial statements or pro forma financial information were required.
  • · A prior mineral property option agreement dated December 20, 2025 among MegumaGold, the Vendor Subsidiaries, MGC and the MGC Subsidiary was terminated in connection with the Closing.
  • · The contingent value protection mechanism caps additional share issuance at 10% of outstanding common stock as of the Measurement Date (first business day after third anniversary of Closing).
  • · The Series A Preferred Stock was issued under Regulation S exemption, as MegumaGold is a non-U.S. person and the transaction was offshore with no directed selling efforts in the U.S.
Hudson Acquisition I Corp. DEFM14A mixed materiality 9/10

25-08-2026

Hudson Acquisition I Corp. (HUDA) is seeking stockholder approval for a business combination with Aiways Automobile Europe GmbH, whereby Pubco (EUROEV Holdings Limited) will acquire Aiways Europe and merge with HUDA, making Pubco a publicly traded company. The deal values Aiways Europe at $410 million, with Pubco issuing up to 44,677,866 ordinary shares. The special meeting is scheduled for September 14, 2026, and the sponsor, holding 98.66% of HUDA common shares, has committed to vote in favor, ensuring approval. However, HUDA's securities were delisted from Nasdaq as of January 24, 2025, and Pubco's listing on Nasdaq is conditional on approval of its application.

  • · HUDA's units, common stock, and rights were delisted from Nasdaq as of January 24, 2025.
  • · Pubco has applied to list its ordinary shares on Nasdaq Capital Market under the symbol 'EUEV'.
  • · The special meeting will be held virtually on September 14, 2026, at 10:00 AM Eastern Time.
  • · The sponsor holds 2,082,825 HUDA common shares, representing 98.66% of the total outstanding, and has committed to vote in favor of the business combination.
  • · The exchange consideration includes $410 million plus any transaction financing made into Aiways Europe prior to closing.
  • · Proposals include approval of the business combination, Pubco's amended memorandum and articles, advisory governance provisions, director election, equity incentive plan, and insider letter amendment.
TWO HARBORS INVESTMENT CORP. 8-K neutral materiality 9/10

25-08-2026

Two Harbors Investment Corp. (TWO) has completed its acquisition by CrossCountry Mortgage, LLC (CCM) for $12.00 per share in cash, plus a stub period dividend of $0.20326 per share. As a result, TWO's common stock will be delisted from the NYSE and the company will become a privately held subsidiary of CCM. The transaction marks the end of TWO's public company status and its transition to private ownership.

  • · TWO stockholders of record at the close of business on August 24, 2026 are entitled to the stub period dividend.
  • · The stub period dividend will be paid with the merger consideration and does not reduce the merger consideration.
  • · TWO is an MSR-focused REIT headquartered in St. Louis Park, Minnesota.
  • · CCM is the nation's number one distributed retail mortgage lender with over 1,000 branches and 9,000 employees.
  • · CCM has been recognized ten times on the Inc. 5000 list of America's fastest-growing private businesses.
  • · CCM is a direct lender and approved seller/servicer by Freddie Mac, Fannie Mae, and Ginnie Mae.
Steele Creek Capital Corp 8-K negative materiality 8/10

25-08-2026

Steele Creek Capital Corporation Board approved a deleveraging plan in anticipation of likely full liquidation and dissolution. On August 18, 2026, the Company sold 164 broadly-syndicated loan investments (75.8% of portfolio at fair value) for gross proceeds of approximately $73 million, realizing a net loss of $1.7 million, though prices generated gains of $462,000 above June 30, 2026 valuations. The Company will use ~$65 million to pay off its Bank of America credit facility in full. The Board will deliberate on a final liquidation plan in coming weeks, subject to shareholder approval, with a target to complete the liquidation by year-end.

  • · The Company has indefinitely suspended the sale of shares until further notice.
  • · The Board considered sub-scale size, difficulty of raising equity, expected continued asset decrease, and desire to lock in gains from broadly-syndicated loans market.
  • · The Board may also decide to suspend the quarterly repurchase program in connection with any approved liquidation plan.

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