US Merger & Acquisition SEC Filings — September 01, 2026

01-09-2026

Andretti Acquisition Corp. II entered into new non-redemption agreements with additional investors on August 31, 2026, to incentivize them not to redeem up to 2,600,000 Public Shares in exchange for up to 650,000 Pubco Shares (or 216,667 additional shares if the business combination closes after June 9, 2027). These agreements supplement prior non-redemption agreements covering 1,000,000 shares, and are intended to increase trust account funds, though they are not expected to increase the likelihood of shareholder approval of the extension. The company also adjourned its special meeting to September 8, 2026, to allow more time for redemptions and reversals.

• · Special meeting adjourned from August 28, 2026 to September 8, 2026 at 10:00 a.m. Eastern Time.
• · Non-redemption agreements terminate upon failure to approve extension, decision not to proceed, fulfillment of obligations, liquidation, mutual agreement, or actual redemption of shares.
• · The company may enter into additional similar non-redemption agreements.
• · The company is an emerging growth company and has elected not to use the extended transition period for complying with new accounting standards.

01-09-2026

Crinetics Pharmaceuticals filed an 8-K on September 1, 2026, disclosing a Fourth Amended and Restated Certificate of Incorporation. The filing includes items related to material agreement termination, merger/acquisition, and changes in control, directors, and bylaws, but the provided exhibit only contains the amended charter. The charter reduces authorized common stock to 1,000 shares at $0.001 par value and includes standard provisions for director liability, exclusive forum, and corporate governance.

• · The filing includes Items 1.02 (Termination of a Material Definitive Agreement), 2.01 (Completion of Acquisition or Disposition of Assets), 3.01 (Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing), 3.03 (Material Modification to Rights of Security Holders), 5.01 (Changes in Control of Registrant), 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers), 5.03 (Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year), and 9.01 (Financial Statements and Exhibits).
• · The provided exhibit (Ex-3.1) is the Fourth Amended and Restated Certificate of Incorporation, which reduces the authorized capital stock to 1,000 shares of common stock.
• · The charter includes a Delaware exclusive forum provision for derivative actions, fiduciary duty claims, and DGCL-related claims.
• · The charter includes a provision eliminating personal liability of directors and officers for monetary damages for breach of fiduciary duty, to the fullest extent permitted by DGCL.

01-09-2026

Jones Ventures INTL Acquisition1 Corp (JONE) announced that, commencing September 3, 2026, holders of its IPO units may elect to separately trade the Class A ordinary shares and rights. The units not separated will continue to trade on Nasdaq under the symbol 'JONEU', while the separated shares and rights will trade under 'JONE' and 'JONER', respectively. This is a routine administrative step for a SPAC and does not involve any financial results or a definitive business combination.

• · The company is a blank check company (SPAC) formed for the purpose of effecting a merger or similar business combination.
• · The separation of units is effective from September 3, 2026.
• · No fractional rights will be issued; only whole rights will trade.
• · The company's management team includes Harsha Agadi (Chairman), Alan F. Hill (CEO), and Bryan Turley (CFO).
• · The Board of Directors includes Shlomo Cohen, Nathan Hubbard, and David Horin.

01-09-2026

Red Robin Gourmet Burgers completed the sale of 108 company-owned restaurants for $89.4 million in gross proceeds across three separate refranchising transactions, with an additional 8 restaurants expected to close by fiscal year end for $6.6 million, bringing total proceeds to approximately $96 million from 116 restaurants. The buyers are Op Burgers (69 restaurants for $62.5 million), Kuber (17 restaurants for $10 million), and Evergreen Dining (30 restaurants for $23.5 million). Proceeds will be used to pay down debt and support refinancing under the company's First Choice Plan, but the company faces risks including potential failure to close remaining sales and reliance on franchisee performance.

• · The sale of 108 restaurants closed on September 1, 2026, with 61 of 69 Op Burgers restaurants closed and 8 pending liquor license transfers.
• · Red Robin operates nearly 500 locations in the US and Canada, including franchise locations.
• · Evergreen Dining employs more than 1,200 people across its operating entities and has a support center providing accounting, HR, IT, marketing, payroll, purchasing, and real estate services.
• · The company intends to use net proceeds to pay down outstanding debt and execute refinancing priorities under the First Choice Plan.
• · Forward-looking statements caution that remaining restaurant closings may not be completed on time or at all, and the company may not fully realize projected benefits.

01-09-2026

Korn Ferry completed its acquisition of UK-based AMS from OMERS Private Equity, creating a global leader in talent and organizational consulting with nearly 17,000 employees across 130+ offices. The total consideration included approximately £473 million and $326 million in cash plus 3,118,628 shares of Korn Ferry common stock. The combination brings together complementary strengths and expanded industry coverage, though integration risks and cost synergies remain to be realized.

• · The transaction was structured as a lock-box acquisition, meaning the purchase price was fixed at signing and AMS's cash flows between signing and closing accrued to the sellers.
• · Korn Ferry is the Official Talent & Organizational Consulting Partner of LA28, powering the nearly 5,000 people who power the Olympic Games.
• · The acquisition was completed on September 1, 2026, and the filing was made the same day.

01-09-2026

Helix Energy Solutions Group Inc. filed an 8-K including audited financial statements of Hornbeck Offshore Services, Inc., indicating a potential acquisition. Hornbeck's revenue grew 12.3% YoY to $719.8M in 2025, and net income surged 86.8% to $173.4M. However, cash and cash equivalents declined 33.0% to $54.2M, and long-term debt remained high at $410.4M.

• · Hornbeck's vessel revenues grew 13.0% YoY to $669.0M in 2025 from $592.2M in 2024.
• · Non-vessel revenues increased 4.6% YoY to $50.8M in 2025 from $48.6M in 2024.
• · Operating income rose 44.1% YoY to $189.2M in 2025 from $131.3M in 2024.
• · Net interest expense increased 26.3% YoY to $26.0M in 2025 from $20.6M in 2024.
• · Depreciation expense increased 9.9% YoY to $41.6M in 2025 from $37.8M in 2024.
• · Amortization expense increased 63.9% YoY to $43.8M in 2025 from $26.7M in 2024.
• · General and administrative expense increased 4.7% YoY to $74.5M in 2025 from $71.1M in 2024.
• · Stock-based compensation expense decreased 17.7% YoY to $7.7M in 2025 from $9.4M in 2024.
• · Gain on sale of assets was $13.2M in 2025 vs $0.04M in 2024.
• · Basic EPS increased to $10.86 in 2025 from $5.43 in 2024.
• · Diluted EPS increased to $9.60 in 2025 from $4.83 in 2024.
• · Total comprehensive income was $178.7M in 2025 vs $83.2M in 2024.
• · Accounts receivable increased 13.2% to $164.7M as of Dec 31, 2025 from $145.5M as of Dec 31, 2024.
• · Property, plant and equipment, net increased 11.8% to $754.1M as of Dec 31, 2025 from $674.7M as of Dec 31, 2024.
• · Current maturities of long-term debt were $30.3M as of Dec 31, 2025 vs $0 as of Dec 31, 2024.
• · Total current liabilities increased 20.6% to $142.3M as of Dec 31, 2025 from $118.0M as of Dec 31, 2024.
• · Deferred tax assets, net were $16.0M as of Dec 31, 2025 vs $0 as of Dec 31, 2024.
• · Deferred tax liabilities, net were $0 as of Dec 31, 2025 vs $6.0M as of Dec 31, 2024.
• · The company repurchased $46.4M of common stock, Jones Act Warrants, and Creditor Warrants in 2025.
• · The company repurchased $78.4M of common stock, Jones Act Warrants, and Creditor Warrants in 2024.

01-09-2026

Ryman Hospitality Properties closed the $1.38B acquisition of Grande Lakes Orlando, a 1,592-room resort with 320,000 sq ft of meeting space, on September 1, 2026. The company updated its 2026 guidance to include the new property, raising consolidated Adjusted EBITDAre midpoint by $32.5M to $926.5M and consolidated operating income midpoint by $12.5M to $562.9M. However, net income available to common stockholders per diluted share midpoint declined by $0.18 to $3.93, and adjusted FFO per share/unit midpoint fell by $0.05 to $9.08, due to higher share count from the acquisition financing.

• · Same-store Hospitality RevPAR growth guidance midpoint unchanged at 4.0%.
• · Grande Lakes Orlando is expected to contribute $12.5M midpoint to operating income and $32.5M midpoint to Adjusted EBITDAre in FY 2026.
• · Net income midpoint decreased $3.3M to $279.8M despite the acquisition, due to higher depreciation and interest costs.
• · Weighted average diluted shares outstanding increased by 2.3 million (3.4%) to 70.7 million, reflecting shares issued for the acquisition.
• · The company's hotel portfolio now totals 13,956 rooms and over 3 million square feet of meeting space.
• · The acquisition was funded with approximately $1.38 billion in total consideration.

01-09-2026

Iron Horse Acquisition II Corp. (IRHO) announced that Mooving, an Indian smart battery-swapping network, has selected Electra Vehicles' EVE-Ai Battery Fleet Analytics platform to monitor and optimize its battery fleet. This customer win is a positive development for Electra, the target in IRHO's pending business combination, but the filing provides no financial terms or quantitative impact. The transaction remains subject to shareholder approval and regulatory filings, with no definitive timeline provided.

• · Mooving is a prominent smart battery-swapping network in India.
• · EVE-Ai Battery Fleet Analytics provides continuous State of Health (SoH), Remaining Useful Life (RUL) analytics, fault detection, and operational guidance.
• · Deployment is underway.
• · The business combination will be submitted to IRHO shareholders for approval; a registration statement on Form S-4 will be filed with the SEC.
• · IRHO is an emerging growth company and has elected not to use the extended transition period for complying with new or revised financial accounting standards.

01-09-2026

Figure Technology Solutions, Inc. completed its acquisition of Kiavi, Inc. on September 1, 2026, for approximately $590 million in cash consideration (net of cash acquired). The acquisition was funded primarily with proceeds from $600 million in 8.500% Senior Notes due 2031, and Kiavi will operate as a wholly owned subsidiary. The company also repaid Kiavi's existing credit facility and terminated a repurchase agreement with Deutsche Bank as part of the closing.

• · The acquisition was previously announced on June 10, 2026, via an 8-K filing.
• · All closing conditions were satisfied or waived at or prior to closing.
• · Figure repaid Kiavi's Third Amended and Restated Credit Agreement dated December 19, 2024, in full.
• · Kiavi Funding, Inc. and Kiavi Funding Trust 2 terminated a Master Repurchase Agreement with Deutsche Bank AG, New York Branch, dated September 19, 2025.
• · The company is an emerging growth company as defined under SEC rules.

01-09-2026

NCS Multistage Holdings, Inc. filed an 8-K on September 1, 2026, primarily to adopt a Third Amended and Restated Certificate of Incorporation. The amendment reduces the authorized capital stock to 1,000 shares (from an unspecified prior amount) and includes standard provisions limiting director liability and providing indemnification to the fullest extent permitted by Delaware law. No financial results, merger details, or material agreement terminations were disclosed in the filing.

• · The filing is an 8-K with items 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, and 9.01, but the only substantive exhibit is the Third Amended and Restated Certificate of Incorporation.
• · The amendment limits director liability for monetary damages for breach of fiduciary duty to the fullest extent permitted by the DGCL.
• · The corporation is authorized to issue only 1,000 shares, indicating a significant reduction in authorized capital, likely in connection with a going-private transaction or reverse stock split.
• · No financial data, merger agreement, or material contract termination details were provided in the filing.