US Merger & Acquisition SEC Filings — August 27, 2026

27-08-2026

Bleichroeder Acquisition Corp. II completed its business combination with Pasqal, a neutral-atom quantum computing company, on August 27, 2026. The combined entity, Pasqal Holding SA, will begin trading on Nasdaq under ticker "PSQL" on August 28, 2026, with approximately $360 million in cash available to accelerate deployment and commercialization. The filing highlights a strong capital foundation and technological leadership, but forward-looking statements caution about risks inherent in an emerging technology and potential integration challenges.

• · Bleichroeder's Class A ordinary shares, warrants, and units will cease trading upon the closing.
• · The business combination was approved by Bleichroeder shareholders on August 25, 2026.
• · Pasqal's QPUs are deployed in 7 locations with 3 more in production.
• · Pasqal supports over 25 commercial and research applications across industries including energy, financial services, and materials science.
• · Bleichroeder's IPO closed on January 8, 2026, with Cohen & Company Capital Markets as lead book-running manager.

27-08-2026

Charlton Aria Acquisition Corp, a SPAC, issued a $500,000 working capital promissory note to its sponsor, ST Sponsor II Limited, dated August 25, 2026. The note is unsecured, non-interest bearing (except default interest), and matures upon the earlier of a business combination or liquidation. The sponsor may convert up to $3,000,000 of the note into private units at $10.00 per unit, but the note is limited to $500,000 principal, and repayment is restricted to funds outside the trust account if no business combination occurs.

• · The note is unsecured and non-interest bearing, with default interest at the prevailing short-term U.S. Treasury Bill rate on overdue amounts.
• · The note matures upon the earlier of a business combination or liquidation of the company.
• · The sponsor may convert the note into private units, each consisting of one Class A ordinary share and one right to receive one-eighth of one Class A ordinary share.
• · The note is repayable only from funds other than the trust account if no business combination is consummated.
• · The company's prospectus is filed under File Number 333-282313.

27-08-2026

Forte Biosciences, Inc. filed an 8-K on August 27, 2026, reporting the completion of an acquisition or disposition. The filing includes an amended and restated certificate of incorporation that reduces authorized common stock from a prior amount to 1,000 shares at $0.001 par value, indicating a reverse stock split or restructuring. No financial results or operational metrics are disclosed in this filing.

• · The company's registered office is at 251 Little Falls Drive, Wilmington, Delaware, with Corporation Service Company as registered agent.
• · The certificate includes provisions eliminating director liability for monetary damages to the fullest extent under Delaware law.
• · The board of directors is authorized to adopt, amend, or repeal bylaws without stockholder approval.

27-08-2026

OceanLight Acquisition Corp. filed an 8-K reporting the full exercise of the underwriters' over-allotment option, adding 1,500,000 units at $10.00 each for $15,000,000 in gross proceeds, and a concurrent private placement of 7,500 units to sponsor OceanLight Capital Sponsor Ltd. for $75,000. These transactions bring total IPO-related gross proceeds to $115,075,000 (including the initial $100,000,000 IPO). The filing also includes an unaudited pro forma balance sheet as of August 24, 2026.

• · The over-allotment option was exercised in full on August 21, 2026, with closing on August 24, 2026.
• · The private placement of additional units to the sponsor was consummated simultaneously with the over-allotment closing.
• · An audited balance sheet as of August 10, 2026 was previously filed on August 14, 2026.
• · 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.

27-08-2026

Titan Acquisition Corp. filed an 8-K on August 27, 2026, furnishing an investor presentation (Exhibit 99.1) for its proposed business combination with OpenPayd Holdings Limited. The presentation is dated August 2026 and will be used in meetings with existing and potential shareholders. The filing includes extensive forward-looking statements and risk factors, but does not disclose any new financial metrics or material changes to the deal terms.

• · The investor presentation is furnished under Item 7.01 (Regulation FD Disclosure) and is not deemed filed for SEC liability purposes.
• · The business combination was previously disclosed in an 8-K filed on June 1, 2026, as amended on July 9, 2026.
• · PubCo has filed a registration statement on Form F-4 with the SEC, which includes a proxy statement/prospectus.
• · The filing does not contain any new financial data, deal valuation, or changes to the merger agreement.

27-08-2026

Ashford Hospitality Trust completed the sale of the 150-room Embassy Suites Dulles Airport in Herndon, Virginia for approximately $22.3 million in net cash consideration on August 24, 2026. The company used approximately $20.6 million of the proceeds to repay a portion of a mortgage loan secured by 13 hotels, including the sold property. The pro forma financial statements show the removal of the hotel's assets and operations, resulting in a preliminary non-recurring gain of $17.4 million for the year ended December 31, 2025, but the company's net loss attributable to common stockholders improved from a loss of $215.0 million to a pro forma loss of $198.0 million for that year.

• · The sale closed on August 24, 2026.
• · The hotel is located in Herndon, Virginia.
• · The mortgage loan repaid was secured by 13 hotels, including the sold property.
• · Pro forma net income attributable to common stockholders for H1 2026 decreased slightly from $49.6M historical to $49.5M pro forma, a decline of 0.2%.
• · Pro forma total assets decreased by approximately $4.3M from $2,334.5M to $2,330.2M.
• · Pro forma total liabilities decreased by approximately $21.4M from $2,644.0M to $2,622.6M.
• · Pro forma total equity (deficit) improved by approximately $17.1M from $(556.5)M to $(539.4)M.

27-08-2026

Southern Cross Acquisition II Corp. (NASDAQ: SCATU) announced the pricing of its $75 million initial public offering (IPO) of 7,500,000 units at $10.00 per unit, with the units expected to trade on the Nasdaq Capital Market starting August 26, 2026. The offering is expected to close on August 27, 2026, and the company is a blank check company formed to effect a merger or business combination, though no specific target has been identified. The underwriters have a 45-day option to purchase up to 1,125,000 additional units to cover over-allotments.

• · 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.
• · Once separate trading begins, ordinary shares, warrants, and rights will trade under 'SCAT', 'SCATW', and 'SCATR', respectively.
• · The registration statement on Form S-1 (File No. 333-297331) was declared effective by the SEC on August 25, 2026.
• · SCAT's target search will not be limited to a particular industry or geographic region.

27-08-2026

Armada Acquisition Corp. II (SPAC) is proposing a business combination to form Pubco, a publicly traded XRP treasury company, with over $1 billion in private placement commitments at $10.00 per share. Pubco will launch with at least 473,276,430 XRP in holdings, backed by contributions from Ripple and other investors, and will be led by CEO Asheesh Birla with Stuart Alderoty joining the board. However, SPAC shareholders will hold a minority economic interest post-closing, and there is redemption risk, with the potential benefits of the transaction not guaranteed.

• · The SPAC Board received a fairness opinion from CCM, stating the Exchange Ratio is fair from a financial point of view.
• · Certain Ripple affiliates, the Sponsor, and certain SPAC Insiders will be subject to a six-month lockup on Pubco Class A and Class C Common Stock.
• · The transaction is structured as an Up-C, allowing certain investors to fund with cash and/or XRP in-kind.
• · Pubco aims to be the largest public XRP treasury company and a first-of-its-kind institutional vehicle.
• · The SPAC Board considered the potential for premium-to-NAV trading, which could make future equity issuances accretive.
• · SPAC shareholders will hold a minority economic interest in Pubco after closing, limiting their influence.
• · Redemption rights are available for public shareholders who do not wish to remain invested.

27-08-2026

K2 Capital Acquisition Corp (KII) filed an 8-K on August 27, 2026, reporting an amendment to its insider letter agreement that modifies lock-up provisions for founder shares and private placement units. The amendment shortens the lock-up for private placement units from 180 days to 30 days after a business combination, and introduces an earlier release for founder shares if the stock price reaches $12.00 per share for 20 trading days within a 30-day period starting 150 days post-combination. This is a procedural update for a blank-check company that has not yet completed a business combination; no financial results or performance metrics are disclosed.

• · Founder shares lock-up: earlier of (i) 6 months post-business combination or (ii) $12.00/share closing price for 20 trading days within any 30-trading day period starting at least 150 days after the business combination.
• · Private placement units lock-up reduced from 180 days to 30 days after a business combination.
• · The company is a blank-check (SPAC) entity with no operating business yet; no financial data or performance metrics are available in this filing.

27-08-2026

Black Spade Acquisition III Co (NYSE: BIII) announced a business combination with Astrum Space Inc, valuing Astrum at an equity value of approximately US$1 billion. The combined company will be renamed 'Astrum Space Company' and list on the NYSE, with existing Astrum shareholders expected to hold over 80% of the combined entity. The transaction is expected to close by the end of 2026, subject to regulatory and shareholder approvals.

• · Astrum holds 25 MHz of contiguous L-band spectrum at 1467–1492 MHz and spectrum and orbital resources at the 105°E GEO position.
• · Astrum currently operates its own in-orbit GEO satellite and is developing the SWISSto12-manufactured NEASTAR-1 satellite.
• · Launch and orbital-delivery services for NEASTAR-1 are contracted with Impulse Space for a planned late-2028 to first-quarter-2029 launch.
• · BIII is the third SPAC from Black Spade Capital; its first SPAC completed a $23B combination with VinFast in August 2023, and its second SPAC completed a $488M combination in June 2025.
• · Cohen & Company Capital Markets is financial advisor to BIII; Latham & Watkins is U.S. legal counsel to BIII; Loeb & Loeb is U.S. legal counsel to Astrum.

27-08-2026

ABVC BioPharma, Inc. has entered into a Separation and Distribution Agreement with its wholly owned subsidiary BioKey (Cayman), Inc. to spin off 15% of BioKey's ordinary shares to ABVC shareholders on a pro rata basis, while ABVC retains an 85% controlling interest. The transaction, effective June 22, 2026, with a record date of June 23, 2026, is designed to separate BioKey's business from ABVC's operations. No financial terms or valuations are disclosed in the filing.

• · Record date for the distribution is June 23, 2026.
• · Distribution date is to be determined by ABVC's Board of Directors.
• · The distribution is effective at 11:59 p.m. Eastern Daylight Time on the Distribution Date.
• · BioKey's unaudited balance sheet as of March 31, 2026 is attached as Schedule 1.1(a) to the agreement.
• · The transaction includes ancillary agreements such as a Transition Services Agreement, Tax Matters Agreement, Indemnification Agreements, and an Employee Matters Agreement.