US Merger & Acquisition SEC Filings — September 03, 2026

03-09-2026

Crown PropTech Acquisitions (CPTKW) has entered into an amended and restated business combination agreement with Mkango Rare Earths Limited and its subsidiaries, dated September 2, 2026. The transaction involves a merger where Mkango (Cayman) Limited will merge into Crown PropTech, with Mkango BVI becoming the public company (PubCo). The deal includes a pre-closing reorganization, share adjustments, and various covenants related to mining licenses, debt-to-equity exchanges, and offtake arrangements. No financial figures or period-over-period comparisons are provided in this filing.

• · The agreement amends and restates a prior business combination agreement (Original Agreement).
• · Mkango BVI will become PubCo after closing.
• · The transaction includes a Shareholder Support Agreement and Sponsor Support Agreement.
• · Conditions include a Minimum Cash Condition and regulatory approvals.
• · The agreement includes provisions for a PubCo Incentive Plan and D&O indemnification.
• · OTC Markets quotation is referenced for SPAC securities.
• · The filing does not disclose the equity value or any financial terms of the transaction.

03-09-2026

Alchemy Investments Acquisition Corp 1 held an extraordinary general meeting on September 1, 2026, where shareholders approved a proposal to adjourn the meeting. The meeting will reconvene on September 4, 2026, and the company is continuing to accept requests from shareholders to reverse previously submitted redemption elections.

• · The meeting was adjourned to Friday, September 4, 2026 at 10:00 a.m. Eastern Time.
• · Shareholders can attend in person at Loeb & Loeb LLP, 345 Park Avenue, New York, NY 10154, or virtually at https://www.cstproxy.com/alchemyinvest/2026.
• · Shareholders seeking to reverse redemption elections should contact their broker or Continental Stock Transfer & Trust Company.

03-09-2026

PlusAI, a developer of AI-based virtual driver software for autonomous trucks, will go public via a merger with SPAC Texas Ventures Acquisition III Corp at an $800 million pre-money valuation. The deal brings up to ~$300 million in capital ($60M+ committed financing plus ~$236M trust) to fund commercialization. PlusAI has generated $25M in revenue to date and targets $40-50M in contracted revenue for 2026, but remains pre-commercial for its core SuperDrive product, with a targeted 2027 launch.

• · PlusAI is actively operating autonomous freight routes in Texas with Ryder and International.
• · The transaction has been unanimously approved by the boards of both companies and is expected to close in 2026.
• · Existing PlusAI stockholders, the Texas Ventures III sponsor and insiders will be subject to lock-up agreements post-closing.
• · The combined company will continue to operate as PlusAI after closing.
• · PlusAI was named one of Fast Company's World's Most Innovative Companies.
• · The SPAC is a Cayman Islands entity and may pursue an acquisition in any business or geography.

03-09-2026

Ribbon Acquisition Corp. entered into a series of financing agreements with Meteora Select Trading Opportunities Master, LP in connection with its pending business combination with DRC Medicine Ltd. The agreements include a Forward Purchase Agreement for up to 4,100,000 shares, a Standby Equity Purchase Agreement (SEPA) for up to $100,000,000, and a $1,212,121 convertible promissory note (issued at a 17.5% discount). While the financing provides substantial liquidity for the merger, the terms are highly dilutive to existing shareholders, with the Investor receiving a 1.75% commitment fee ($1,750,000), a 7% payment premium on the note, and conversion prices as low as 95% of the lowest VWAP over five days.

• · The Forward Purchase Agreement allows the Investor to purchase up to 4,100,000 shares of PubCo common stock at the per-share redemption price.
• · The per-share reference price resets weekly after the first 30 days to the lower of $10.00 and the prior week's VWAP.
• · The SEPA has no minimum usage requirement and no fee on unused commitment.
• · The Note bears no interest absent an event of default, at which point it accrues at 18% per annum.
• · Upon closing, certain PubCo shareholders will deposit 9.9% of outstanding Common Shares into escrow.
• · The Investor has a right of first refusal on up to 33% of future financings for six months after the valuation date.
• · The Note requires 33% of net proceeds from most financings to be applied to repayment of outstanding principal.

03-09-2026

Andretti Acquisition Corp. II entered into additional non-redemption agreements with new investors on September 1-2, 2026, to secure commitments not to redeem up to 2,200,000 public shares in exchange for up to 550,000 Pubco shares (if a business combination closes by June 9, 2027) or up to an additional 183,334 Pubco shares (if closed after that date). These agreements, combined with prior agreements covering up to 3,600,000 non-redeemed shares, aim to increase trust account funds ahead of the September 8, 2026 special meeting to extend the business combination deadline to September 9, 2027. However, the filing notes the agreements are not expected to increase the likelihood of shareholder approval for the extension, and the company faces ongoing risks including potential failure to consummate a business combination.

• · The special meeting was originally convened on August 28, 2026, then adjourned to September 8, 2026 at 10:00 a.m. Eastern Time.
• · The non-redemption agreements terminate upon the earliest of: failure to approve extension, company determination not to proceed, fulfillment of obligations, liquidation/dissolution, mutual written agreement, or if the investor exercises redemption rights and shares are actually redeemed.
• · The company is a blank check (SPAC) company incorporated in the Cayman Islands, with securities traded on Nasdaq under symbols POLEU, POLE, and POLEW.
• · The company is an emerging growth company and has not elected to use the extended transition period for complying with new financial accounting standards.

03-09-2026

Hillman Solutions Corp. completed its acquisition of Kanebridge, LLC for approximately $315 million, funded through cash, a draw on its asset-based credit facility, and a new $200 million term loan B at SOFR plus 200 bps. The deal adds over 44,000 industrial fastener SKUs and expands Hillman's industrial addressable market to about $3 billion, marking its first U.S. master distribution platform in the industrial fastener market. While the acquisition is strategically positioned to benefit from secular tailwinds and diversify the customer base, it carries integration risks and the company faces ongoing headwinds from inflation, supply chain costs, and customer concentration.

• · Acquisition was first announced on August 3, 2026.
• · Kanebridge has been a master distributor for more than 50 years with warehouses in Illinois and California offering same-day shipment.
• · Hillman was founded in 1964 and has over 60 years of history.
• · The company filed an 8-K with Items 1.01, 2.01, 8.01, and 9.01.

03-09-2026

Wintergreen Acquisition Corp. (WTGUR) entered into an unsecured promissory note for $184,635 with MACRO DREAM Holdings Limited to fund a one-month extension of its business combination deadline from August 30, 2026, to September 30, 2026. The note bears no interest and is convertible into units at $10.00 per unit upon a business combination, but is fully forgiven if no deal closes and the company liquidates. This extension loan signals the company is still pursuing a merger but faces a tight deadline with no guarantee of completion.

• · The note is unsecured and bears no interest.
• · Proceeds must be deposited into the trust account to fund the extension.
• · Conversion is at Payee's option, limited to $1,500,000 aggregate for similar loans.
• · If no business combination occurs by September 30, 2026, the note is forgiven and Payee has no claim on trust account.
• · The same individual, Yongfang Yao, signed for both Maker and Payee, indicating a related-party transaction.

03-09-2026

Net Power Inc. closed the acquisition of EMPower's contractual rights under an EPC agreement for a 123 MW reciprocating-engine natural gas power generation facility, advancing its Project Permian in West Texas. The transaction, announced on August 24 and closed on August 31, 2026, brings Net Power's total potential capacity for the first phase to nearly 200 MW. Saulsbury remains the EPC contractor, and Wärtsilä will supply ten engine-generator sets.

• · The acquired EPC agreement includes rights and benefits under the related equipment-supply agreement for the ten engine-generator sets.
• · The facility is designed for fast-start operation and can ramp output up and down to follow variable load.
• · The ten-unit modular configuration allows individual engines to be serviced without taking the full facility offline.
• · Saulsbury will serve as turnkey EPC contractor for engineering, procurement, construction, commissioning, and start-up.
• · The transaction closed 18 days after the initial announcement.

03-09-2026

Inflection Point Acquisition Corp. V (IPEXU) shareholders approved the business combination with GOWell Technology Limited at an extraordinary general meeting on September 3, 2026, with 9,073,774 votes for and 976,157 against (90.3% approval). All related proposals, including the merger plan, advisory organizational documents, and the 2026 Equity Incentive Plan, were also approved. The transaction will result in the SPAC merging into PubCo (GOWell Energy Technology) and Merger Sub merging into GOWell, with PubCo as the surviving entity.

• · The Business Combination Agreement was originally signed on October 13, 2025, and amended on December 22, 2025 and July 13, 2026.
• · The proxy statement was filed with the SEC on August 12, 2026.
• · The registration statement was declared effective by the SEC on August 11, 2026.
• · The Adjournment Proposal was not needed and no vote was called on it.
• · The PubCo A&R Articles authorize 500,000,000 shares (450,000,000 ordinary shares and 50,000,000 preferred shares).
• · The GOWell Shareholder (Hegro Well PTE. Ltd.) can appoint 50% of PubCo's board if it holds at least 40% of shares.
• · Inflection Point Fund I LP and another investor have consent rights over certain actions if they hold at least 20% of PubCo Preferred Shares.

03-09-2026

JATT Ventures III L.P. and Dr. Someit Sidhu filed a Schedule 13D disclosing beneficial ownership of 1,959,000 ordinary shares (22.1%) of JATT III Acquisition Corp, a blank-check company. The shares were acquired through founder shares purchased for $25,000 (later forfeited in part) and a private placement of 234,000 shares for $2,340,000 at the IPO on August 27, 2026. The filing indicates no current plans for a merger, reorganization, or other extraordinary transaction, but the sponsor and Dr. Sidhu are actively pursuing a business combination target.

• · Founder shares were originally 2,156,250, but 431,250 were forfeited on July 6, 2026, leaving 1,725,000.
• · The private placement of 234,000 shares closed simultaneously with the IPO on August 27, 2026.
• · Placement shares are subject to a lock-up until 30 days after the completion of the initial business combination.
• · The reporting persons have sole voting and dispositive power over all 1,959,000 shares.
• · No transactions in the issuer's ordinary shares were effected by the reporting persons in the 60 days prior to the filing date.

03-09-2026

Soulpower Acquisition Corp. (SPAC) entered into a Second Amendment to its Business Combination Agreement with SWB Holdings (Pubco) and SWB LLC (Company), amending the merger consideration structure and extending the outside date to April 2, 2027. The amendment revises the merger consideration to 120% of Company Net Asset Amount plus 20% of the Uruguay Contribution Amount and $60 million for the Put Option Amount, while also requiring a minimum Company Net Asset Amount of $250 million at closing. The deal involves contributions of real estate, mineral rights, and other assets from investors, with a separate Uruguay Contribution Agreement providing for up to 111.5 million earnout shares and $5 million in cash.

• · The amendment deletes the concept of 'Additional Contribution Agreements' and replaces references with the Uruguay Contribution Agreement specifically.
• · The Uruguay Contribution Agreement involves entities Bisland SA and Los Naranjos SA in Uruguay.
• · The Merger Consideration includes a Put Option Amount of $60 million allocated solely to Carident.
• · The Outside Date for the business combination has been extended from nine months after signing (November 24, 2025) to April 2, 2027.
• · The Company Net Asset Amount definition now includes amounts paid for a BVI Banking License and under the Advisory Agreement, and excludes obligations for Uruguay Shares.

03-09-2026

Rainier Acquisition Corp completed its IPO of 7,500,000 units at $10.00 per unit on August 26, 2026, and subsequently closed the full over-allotment of 1,125,000 additional units on September 2, 2026, generating total gross proceeds of $86.25 million. Simultaneously with the over-allotment closing, the company issued 5,625 private placement units to its sponsor at $10.00 per unit, bringing total private placement units to 200,000. The proceeds are held in a trust account for the benefit of public shareholders as the company seeks an initial business combination.

• · The company is a Cayman Islands exempted company with its principal executive offices in New York, NY.
• · The company is an emerging growth company as defined under the Securities Act.
• · Private Placement Warrants are non-redeemable and may be exercised on a cashless basis only if held by the sponsor.
• · Private Placement Units and underlying shares are not transferable or salable until 30 days after completion of the initial business combination.
• · No underwriting discounts or commissions were paid on the private placement.
• · The private placement was exempt from registration under Section 4(a)(2) of the Securities Act.
• · The audited balance sheet as of August 28, 2026, is included as Exhibit 99.1.

03-09-2026

HF Foods Group Inc. completed its acquisition of Searay Foods Inc., a Canadian importer and distributor of ethnic frozen seafood, for a base purchase price of approximately CAD$47.9 million (US$35.0 million). The deal marks HF Foods' first international expansion into Canada and is expected to be immediately accretive to margins and EPS. The acquisition was funded with CAD$38.4 million in cash and 1.7 million shares of HF Foods common stock, with additional contingent consideration based on future performance.

• · Searay was founded in 2000 and is headquartered in Richmond, British Columbia.
• · Searay sources from over 80 suppliers worldwide and distributes through six proprietary brands.
• · The acquisition is expected to be immediately accretive to HF Foods' margins and EPS.
• · Searay's existing management team, led by Derick Ngan, will continue to run day-to-day operations as a subsidiary.

03-09-2026

Apogee Therapeutics, Inc. has entered into an Agreement Regarding Parachute Payments with certain executives in connection with its pending acquisition by AbbVie Inc. under a Merger Agreement dated June 18, 2026. The agreement provides for gross-up payments to cover any excise taxes under Section 280G/4999 of the Internal Revenue Code, capped at $12.5 million in aggregate for all covered executives. The agreement automatically terminates if the merger is not consummated.

• · The Merger Agreement was signed on June 18, 2026.
• · The gross-up payment cap of $12.5 million applies to the aggregate of all payments under similar agreements with individuals named in Section 5.2(b)(v) of the Company Disclosure Schedule.
• · The agreement requires the executive to execute a Restrictive Covenant Agreement (RCA) as a condition.
• · If the Merger Agreement is terminated prior to closing, this agreement automatically terminates and is void ab initio.
• · The agreement is governed by Delaware law.

03-09-2026

Plutonian Acquisition Corp. II, a SPAC, announced on September 3, 2026, that it has entered into a definitive merger agreement with NT1 Pty Ltd, an Australian mineral exploration company. The transaction is expected to result in a combined company listed on the New York Stock Exchange. No financial terms, valuation, or performance metrics were disclosed in this filing.

• · The merger agreement is between Plutonian Acquisition Corp. II (a SPAC) and NT1 Pty Ltd (an Australian mineral exploration company).
• · The combined company will be listed on the New York Stock Exchange.
• · The transaction requires shareholder approval from both Plutonian II and NT1.
• · A registration statement on Form F-4 will be filed with the SEC, including a proxy statement/prospectus.
• · Plutonian II's IPO prospectus was dated April 28, 2026.
• · No financial terms, valuation, or deal size were disclosed in this filing.