US Merger & Acquisition SEC Filings — September 02, 2026

02-09-2026

G-III Apparel Group reported Q2 FY2027 results with GAAP net income of $0.46 per diluted share, beating guidance, compared to $0.25 in the prior year. However, net sales declined 10% to $554.1 million from $613.3 million, reflecting the loss of Calvin Klein and Tommy Hilfiger sales. The company completed the acquisition of Marc Jacobs, targeting $1 billion in long-term annual revenue, and raised its GAAP and non-GAAP net income guidance for FY2027, excluding Marc Jacobs, which is expected to be slightly dilutive in fiscal 2027.

• · Go-forward portfolio sales grew high-single digits during Q2 FY2027.
• · Gross margin expanded 440 basis points to 45.2% from 40.8% due to price increases and mix shift to owned brands.
• · Non-GAAP net income per diluted share was $0.26, up from $0.25 in the prior year.
• · The company completed the Marc Jacobs acquisition, targeting $1 billion in long-term annual revenue.
• · Marc Jacobs acquisition is expected to be slightly dilutive in fiscal 2027, with accretion expected after 12 months.
• · FY2027 net sales guidance of $2.71 billion incorporates the loss of approximately $460 million of sales from Calvin Klein and Tommy Hilfiger products.
• · FY2027 GAAP net income guidance raised to $181.0M-$185.0M ($4.10-$4.20 per diluted share) from $67.4M ($1.51) in FY2026.
• · FY2027 non-GAAP net income guidance of $97.0M-$101.0M ($2.20-$2.30 per diluted share) is down from $116.2M ($2.61) in FY2026.
• · FY2027 adjusted EBITDA guidance of $174.0M-$178.0M is down from $192.4M in FY2026.
• · Q3 FY2027 net sales guidance of $870.0M is down 12% from $988.6M in Q3 FY2026.
• · Q3 FY2027 GAAP net income guidance of $59.0M-$64.0M ($1.35-$1.45 per diluted share) is down from $80.6M ($1.84) in Q3 FY2026.
• · Cash and cash equivalents increased 75% to $529.2M from $301.8M.
• · Inventories decreased 13% to $555.0M from $639.8M.
• · Capital returned to shareholders: $7.9M in share repurchases and $4.3M in dividends.
• · IEEPA tariff refund of $122K in Q2 FY2027 and $102.8M in H1 FY2027 was excluded from non-GAAP gross profit.
• · Tax benefit from release of valuation allowance of $9.3M in Q2 FY2027.

02-09-2026

Quantumsphere Acquisition Corp terminated its Agreement and Plan of Merger with SACH Pte. Ltd., originally dated October 3, 2025, due to the target company's failure to cure defaults within the required 30-day period following a Notice of Default issued on July 14, 2026. The Purchaser Parties reserve all rights to seek damages and other legal relief. This termination likely ends the proposed business combination, potentially impacting the SPAC's ability to complete a de-SPAC transaction.

• · Merger Agreement dated October 3, 2025
• · Notice of Default issued July 14, 2026
• · 30-day cure period expired without remedy
• · Termination effective September 1, 2026
• · Purchaser Parties reserve rights to seek damages, costs, expenses, and other legal/equitable relief

02-09-2026

Lakeshore Acquisition III Corp. filed an 8-K disclosing that CPRO Electronics Co. Ltd. (CPRO Korea) wired a second extension payment of $67,500 to the trust account on August 26, 2026, to extend the deadline to complete the initial business combination from September 1, 2026 to October 1, 2026. The extension is pursuant to the merger agreement dated May 22, 2026, signaling continued progress toward closing the pending acquisition. No negative or flat metrics are present, as this is purely an operational update on deal timeline.

• · Extension payment was made on August 26, 2026.
• · Deadline extended by one month from September 1, 2026 to October 1, 2026.
• · Merger agreement dated May 22, 2026.

02-09-2026

02-09-2026

ARC Group Acquisition I Corp received a Nasdaq deficiency notice on August 27, 2026, because the aggregate market value of its outstanding warrants fell below the required $1 million threshold, violating Nasdaq Listing Rule 5452(b)(C). The company has 45 calendar days (until October 12, 2026) to submit a compliance plan, and if accepted, may receive up to 180 additional days (until February 23, 2027) to regain compliance. While the notice does not affect the listing of the company's other securities and is not an imminent delisting, failure to regain compliance could lead to warrant delisting.

• · The deficiency notice relates only to the Company's warrants and has no effect on the listing or trading of the Company's other securities (units, Class A ordinary shares, rights).
• · If Nasdaq rejects the compliance plan, the Company may appeal the decision to a hearings panel.
• · The Company's warrants trade under the symbol ARCLW on the Nasdaq Global Market.

02-09-2026

Blue Acquisition Corp. (BACCU) filed a Fifth Amendment to its Business Combination Agreement with Blockfusion Digital Infrastructure, Inc., extending the Outside Date to November 30, 2026. This marks the fifth extension since the original agreement was signed on November 19, 2025, indicating ongoing delays in closing the merger. The extension reflects the parties' commitment to the deal but also highlights the prolonged negotiation process.

• · The Business Combination Agreement was originally signed on November 19, 2025, and has now been amended five times.
• · The Outside Date was extended from a prior date (effective under the Fourth Amendment) to November 30, 2026.
• · No termination right is available to a party whose breach caused the failure to close by the Outside Date.

02-09-2026

EGH Acquisition Corp. (EGH) disclosed a settlement agreement on August 27, 2026, resolving a declaratory judgment claim brought by NEC Fund VI HE Lender entities in Delaware Chancery Court. The settlement, which involves a mutual release, removes a key legal hurdle for EGH's proposed business combination with Hecate Energy LLC. EGH continues to work toward completing the business combination and will file a registration statement with the SEC containing a proxy statement/prospectus for shareholder approval.

• · The litigation was filed on March 5, 2026, and EGH was added as a defendant in a declaratory judgment claim asserted by a lender of Parent.
• · The settlement agreement was entered into on August 27, 2026, and the parties intend to file a motion to dismiss the suit.
• · EGH's units, Class A ordinary shares, and rights are listed on Nasdaq under symbols EGHAU, EGHA, and EGHAR respectively.
• · EGH is an emerging growth company and has not elected to use the extended transition period for complying with new financial accounting standards.

02-09-2026

INNOVATE Corp. closed the sale of a controlling 75% interest in its Broadcasting segment (HC2) to CONX Corp., retaining a 25% stake. CONX committed up to $75M in equity funding for HC2, and a $105M loan was extinguished. INNOVATE retains an option to buy an additional 15% of HC2 over 18 months, while a CONX affiliate holds a two-year option to acquire up to 80.1% of HC2, which could generate cash proceeds for INNOVATE. The transaction strengthens INNOVATE's balance sheet but leaves it with a minority stake and no immediate cash inflow unless the CONX option is exercised.

• · INNOVATE retains an option to acquire up to an additional 15% ownership interest in HC2 from CONX for 18 months post-closing.
• · A CONX affiliate holds a two-year option (from May 29, 2026) to acquire up to 80.1% of HC2 on a fully-diluted basis; if exercised, INNOVATE may receive cash proceeds.
• · INNOVATE will not receive any cash proceeds from the transaction unless the CONX affiliate exercises its option.
• · HC2 operates more than 260 broadcast television stations and distributes over 50 broadcast networks across more than 40 states.
• · INNOVATE employs approximately 3,700 people across its subsidiaries.

02-09-2026

FiscalNote Holdings, Inc. completed the sale of its FrontierView market intelligence business to Oxford Economics, sharpening its focus on its core AI-driven policy and regulatory intelligence platform, PolicyNote. The company updated its full-year 2026 guidance to reflect the divestiture, now expecting revenue of $74 to $76 million and adjusted EBITDA of $8 to $10 million. The outlook for the core Policy business remains unchanged, and the transaction simplifies operations and strengthens the balance sheet.

• · The divestiture of FrontierView to Oxford Economics was announced and completed on August 27, 2026.
• · The updated full-year 2026 guidance (revenue $74M-$76M, adjusted EBITDA $8M-$10M) reflects the removal of FrontierView from results as of the closing date.
• · The company's core Policy business outlook is unchanged by the transaction.
• · FiscalNote's stock trades on OTC under the ticker NOTE.

02-09-2026

Four Leaf Acquisition Corporation (FORL) and Data443 Risk Mitigation, Inc. (ATDS) announced a definitive Business Combination Agreement dated August 27, 2026, to create a combined company focused on AI-driven threat intelligence, collaboration, and data security platforms. The combined entity intends to list on Nasdaq, subject to stockholder approval, SEC effectiveness of Form S-4, and other conditions. However, the transaction is subject to significant risks and uncertainties, including potential failure to close, high redemptions, and Data443's history of losses and need for additional capital.

• · Data443 has over 10,000 customers in more than 100 countries.
• · Data443 operates validator nodes in a major distributed ledger network but does not participate in token rewards or economic incentives.
• · The Business Combination Agreement was signed on August 27, 2026.
• · Completion requires Four Leaf stockholder approval, effectiveness of Form S-4, and Nasdaq approval.
• · Data443 has a history of losses and needs additional capital.
• · The combined company intends to list on Nasdaq, but there is no assurance of completion.

02-09-2026

Inflection Point Acquisition Corp. VIII announced the pricing of its $250 million initial public offering of 25,000,000 units at $10.00 per unit, with the units trading on Nasdaq under the ticker “IPHXU” starting August 28, 2026. The SPAC intends to pursue a business combination with a North American or European business in disruptive growth sectors, led by Chairman Michael Blitzer, CEO Kevin Shannon, CFO Adam Saks, and other directors. The offering is expected to close on August 31, 2026, and the underwriters have a 45-day option to purchase up to an additional 3,750,000 units to cover over-allotments.

• · The registration statement on Form S-1 (File No. 333-298162) was declared effective by the SEC on August 27, 2026.
• · The Company may pursue an initial business combination in any industry, sector, or geographic region, though it intends to focus on North American or European businesses in disruptive growth sectors.
• · The underwriters have a 45-day option to purchase up to an additional 3,750,000 units to cover over-allotments.

02-09-2026

Southern Cross Acquisition II Corp. completed its IPO of 7,652,630 units at $10.00 per unit, generating gross proceeds of $76,526,300, and concurrently closed a private placement of 224,932 units to its sponsor and underwriter representative for $2,249,320. A total of $76,717,616 from the IPO and private sale proceeds (net of expenses and working capital) has been placed in a trust account for public shareholders and underwriters. The filing reports no prior-period comparisons as this is an initial public offering event.

• · Each unit consists of one ordinary share ($0.0001 par value), one redeemable warrant exercisable at $11.50 per share, and one right entitling holder to receive one-fourth of one ordinary share upon completion of initial business combination.
• · Private units are identical to IPO units subject to limited exceptions as described in the Registration Statement on Form S-1 (File No. 333-297331).
• · The trust account is held with Equiniti Trust Company, LLC as trustee.
• · The company is an emerging growth company and has not elected to use the extended transition period for complying with new or revised financial accounting standards.

02-09-2026

Chase General Corporation's subsidiary, Dye Candy Company, transferred substantially all of its business assets to its lender, G.W. Chase Candy Company LLC, via a deed in lieu of foreclosure on August 31, 2026. The transaction discharged approximately $500,000 in principal debt plus accrued interest, but the company will cease ongoing business operations and retain no residual interest in the transferred assets. This represents a complete disposition of the company's operating assets, effectively ending its business activities.

• · The transferred assets constituted substantially all of Chase General Corporation's business assets.
• · Dye Candy Company was in default under its loan documents prior to the transaction.
• · The lender released Dye Candy Company from all outstanding payment obligations under the loan documents.
• · Following the closing, the company will cease to have any ongoing business operations, other than winding-up activities.
• · The filing date of the 8-K is September 2, 2026, with the event occurring on August 31, 2026.

02-09-2026

JATT III Acquisition Corp, a blank-check company, completed its initial public offering (IPO) of 6,900,000 ordinary shares at $10.00 per share on August 27, 2026, generating gross proceeds of $69,000,000. Simultaneously, it completed a private placement of 234,000 shares to its sponsor, JATT Ventures III L.P., for $2,340,000. The company has 24 months to complete a business combination and has not yet identified any target.

• · The company has 24 months from the closing of the offering (August 27, 2026) to complete a business combination.
• · Transaction costs totaled $2,988,379, including $517,500 cash underwriting fee (net of $172,500 reimbursement), $2,070,000 deferred underwriting fee, and $400,879 other offering costs.
• · As of August 27, 2026, the company had an accumulated deficit of $706,794 and total shareholders' deficit of $706,598.
• · The company has not commenced any operations and has not selected any business combination target.
• · The trust account holds $69,000,000 ($10.00 per public share) and will be held in cash or U.S. government treasury obligations.

02-09-2026

D. Boral ARC Merger Corp (BCAR) completed its business combination with Exascale Labs Inc. on August 27, 2026, renaming the combined entity Exascale Labs Holdings Inc. The deal valued Exascale at $500 million, paid in 50 million shares of common stock. However, 26,865,211 BCAR Class A shares were redeemed for cash, leaving only 1,134,789 public shares outstanding, indicating significant shareholder redemptions. The combined company has no revenue from Exascale's core GaaS business yet, and pro forma financials are illustrative only.

• · BCAR's IPO included 3,000,000 units from partial exercise of underwriters' over-allotment option.
• · 1,000,000 Class A shares issued to underwriter representative as non-cash expense.
• · Exascale's GaaS business has not yet generated revenue as of the filing date.
• · Exascale's modular data center, liquid cooling, HVDC power, and energy storage solutions are ready for commercial engagement but have not generated revenue.
• · PubCo Class B Super Common Stock carries 20 votes per share, while Class A carries one vote per share.
• · No fractional shares were issued in the business combination.
• · Pro forma financials are illustrative only and may not reflect actual future results.

02-09-2026

ROC completed its previously announced acquisition of Zuccaro Technical Consulting LLC (ZTC), which now operates as a wholly owned subsidiary, expanding ROC Evidence into an end-to-end investigative intelligence offering. The deal adds specialized digital forensics engineering expertise, established federal customer relationships, incremental revenue, and cross-selling opportunities across ROC's Vision AI platform. While the acquisition is expected to accelerate growth and expand ROC's addressable market, the company faces integration risks, dependence on federal contracts, and potential loss of cleared personnel or key customer relationships.

• · ZTC is now a wholly owned subsidiary of ROC.
• · Tony Zuccaro, founder of ZTC, becomes ROC's Chief Innovation Officer.
• · The acquisition adds a team of cleared engineers to serve federal government customers.
• · Historical financial statements and pro forma financial information will be made available pursuant to SEC rules.
• · ROC is headquartered in Denver, Colo., with hubs in Grand Rapids, Mich., and Morgantown, W.Va.

02-09-2026

Eureka Acquisition Corp (EURKU) filed an 8-K on September 2, 2026, disclosing that it received a notice of delisting or failure to satisfy a continued listing rule or standard from the exchange. The event date is August 27, 2026. This regulatory action threatens the company's listing status and may impact its ability to raise capital or complete its business combination.

• · The filing is under Item 3.01 of Form 8-K, which specifically covers notices of delisting or failure to satisfy a continued listing rule.
• · The company is incorporated in the Cayman Islands (E9) and headquartered in Singapore.
• · The company's securities include units, ordinary shares, and rights, all of which are likely affected by the delisting notice.
• · No financial figures or business combination details were provided in this filing.