US Merger & Acquisition SEC Filings — September 04, 2026

04-09-2026

USA Rare Earth (Nasdaq: USAR) completed its combination with Serra Verde Group on September 3, 2026, creating a fully integrated rare earth and permanent magnet platform outside Asia. The deal combines Serra Verde's heavy-rare earth mining operation in Brazil with USA Rare Earth's processing, metallization, and magnet-making capabilities in the U.S., U.K., and France. While the merger positions the company as a Western-aligned supply chain leader, the combined entity faces significant execution risks including integration challenges, ramp-up delays at Serra Verde's Pela Ema facility, and substantial indebtedness under Serra Verde's Retained Finance Agreement.

• · Serra Verde's Pela Ema operation began production in January 2024 and is completing an advanced-stage optimization and commissioning program with ramp-up expected in Q3 2026.
• · Longer term, Serra Verde has potential to double run-of-mine production through a Phase 2 expansion.
• · Barbara Humpton will retire as CEO on October 1, 2026, and Thras Moraitis will succeed her.
• · Sir Mick Davis, former CEO of Xstrata plc, is joining the USA Rare Earth Board.
• · Advisors: Moelis & Company LLC (financial advisor to USAR), Latham & Watkins LLP (legal counsel to USAR), Goldman Sachs & Co. LLC (financial advisor to Serra Verde), White & Case LLP (legal counsel to Serra Verde), Allen Overy Shearman Sterling US LLP (legal counsel to Serra Verde shareholders).
• · Risks include: potential delays in optimization/commissioning and Phase II expansion at Pela Ema; political/economic/regulatory risks in Brazil and Switzerland; substantial indebtedness under Serra Verde's Retained Finance Agreement with restrictive covenants; risk that Offtake Agreement counterparty may be insufficiently capitalized; risk that proposed transaction with Carester SAS may not be consummated; limited operating history; volatility of stock price; and designation on Chinese export control list impacting raw material sourcing.

04-09-2026

Global Asset Management Group, Inc. (KENS) entered into a Stock Purchase Agreement (Exhibit 2.1) on September 4, 2026, to acquire a target entity. The filing covers material agreement entry, completion of acquisition, and related disclosure items. No financial terms or performance metrics were disclosed in the filing.

• · Filing includes items 1.01 (Material Agreement), 2.01 (Completion of Acquisition), 2.03 (Direct Financial Obligation), 3.02 (Unregistered Sales of Equity), 3.03 (Material Modification to Rights of Security Holders), 5.02 (Departure of Directors or Principal Officers), 8.01 (Other Events), and 9.01 (Financial Statements and Exhibits).
• · The specific target entity and purchase price are not disclosed in the provided excerpt.

04-09-2026

AMR Resources Acquisition Corp. (Nasdaq: AMACU) announced that, effective September 8, 2026, holders of its IPO units may elect to separate the units into their component Class A ordinary shares and redeemable warrants. The units will continue to trade under 'AMACU', while the separated shares and warrants will trade under 'AMAC' and 'AMACW', respectively, on Nasdaq. This is a routine post-IPO administrative step and does not involve any business combination or financial results.

• · No fractional warrants will be issued upon separation; only whole warrants will trade.
• · Holders must contact their broker to instruct Continental Stock Transfer & Trust Company to separate units.
• · The company is a blank check company focused on the mineral resources sector.
• · The offering prospectus is available from BTIG, LLC or the SEC's website.

04-09-2026

Valuence Merger Corp. I (VMCUF) announced on September 3, 2026, that its board approved a one-month extension of the deadline to complete an initial business combination, moving the date from September 3, 2026 to October 3, 2026. This is the fifth of up to ten potential monthly extensions available, with the final possible extension date being March 3, 2027. The company deposited an additional $13,897.14 into its trust account to fund this extension.

• · The extension was approved by the board of directors on September 3, 2026.
• · The company has the right to extend the deadline monthly up to March 3, 2027.
• · The deposit amount of $13,897.14 was made into the trust account to support the extension.

04-09-2026

CONX Corp. completed its merger with HC2 Broadcasting Holdings LLC on September 1, 2026, following the execution of a Merger Agreement dated May 29, 2026. The transaction involved the conversion of the surviving entity into a Delaware limited liability company and the adoption of a new LLC Agreement. The filing details the governance structure, including board composition, tag-along and drag-along rights, and capital call provisions.

• · The Merger Agreement was entered into on May 29, 2026.
• · The Closing occurred on September 1, 2026.
• · CONX contributed all its interests in Merger Sub to CONX Broadcast Group, LLC on June 25, 2026.
• · The LLC Conversion was effected by filing a Certificate of Conversion and Certificate of Formation with the Delaware Secretary of State.
• · The LLC Agreement includes provisions for tag-along rights (Article 12), drag-along rights (Article 13), preemptive rights (Article 14), and capital calls (Section 3.5).
• · The Board of Directors includes a CONX Director designated by the CONX Investor (Section 5.2(a)(i)).
• · Certain confidential information has been redacted as indicated by '[****]'.

04-09-2026

LivePerson Inc. has filed an 8-K with the SEC indicating the completion of a merger or acquisition, as evidenced by the adoption of a Fifth Amended and Restated Certificate of Incorporation that reduces authorized shares to just 1,000 common shares. This drastic reduction in authorized capital is a hallmark of a going-private transaction or a reverse merger, where the company is being acquired and its stock will no longer trade publicly. The filing also includes standard provisions for director exculpation and indemnification, typical for a post-merger entity.

• · The company's authorized capital was reduced from a much larger number to just 1,000 shares of common stock, par value $0.01 per share.
• · The filing includes items 2.01 (Completion of Acquisition or Disposition of Assets), 3.01 (Notice of Delisting or Failure to Satisfy a Continued Listing Rule), 3.03 (Material Modification to Rights of Security Holders), 5.01 (Changes in Control of Registrant), 5.02 (Departure of Directors or Certain Officers), 5.03 (Amendments to Articles of Incorporation or Bylaws), and 8.01 (Other Events).
• · The new certificate of incorporation eliminates personal liability of directors for monetary damages for breach of fiduciary duty, subject to standard exceptions.
• · The corporation is required to indemnify and advance expenses to directors and officers to the maximum extent permitted by Delaware law.

04-09-2026

American Exceptionalism Acquisition Corp. A appointed Michael Teng to its board of directors and audit committee, effective September 1, 2026. The sponsor transferred 150,000 Class B shares to Mr. Teng in connection with his appointment. No other compensatory arrangements or transactions requiring disclosure under Item 404(a) were noted.

• · Mr. Teng was determined to be an independent director under SEC and NYSE rules.
• · He entered into joinder agreements for the Letter Agreement and Registration Rights Agreement, and a standard director indemnification agreement.
• · The company will reimburse Mr. Teng for reasonable out-of-pocket expenses incurred as a director.

04-09-2026

Pantages Capital Acquisition Corp received a Nasdaq deficiency notice on September 2, 2026, for failing to meet the Minimum Total Holders Requirement (at least 400 total holders) under Listing Rule 5450(a)(2). The company must submit a compliance plan by October 19, 2026, and may receive an extension of up to 180 days if the plan is accepted. The notice does not immediately affect trading, but failure to regain compliance could lead to delisting.

• · The company has until October 19, 2026, to submit a plan to regain compliance.
• · If the plan is accepted, Nasdaq may grant an extension of up to 180 calendar days from the notice date.
• · If the plan is not accepted, the company may appeal to a Hearings Panel.
• · The company is an emerging growth company and has elected not to use the extended transition period for new financial accounting standards.
• · The company has undergone multiple name changes: from Shepherd Ave Capital Acquisition Corp (July 2024), to AIFEEX NEXUS ACQUISITION CORP. (March 2025), to Pantages Capital Acquisition Corp (August 2025).

04-09-2026

Alchemy Investments Acquisition Corp 1 held an extraordinary general meeting on September 4, 2026, where shareholders approved a further adjournment. The meeting will reconvene on September 8, 2026, and the company continues to accept requests from shareholders to reverse previously submitted redemption elections. No financial results or material operational changes were disclosed.

• · Meeting was adjourned to Tuesday, September 8, 2026 at 12:00 p.m. Eastern Time.
• · Shareholders can reverse redemption elections by contacting their broker or Continental Stock Transfer & Trust Company.
• · The company's securities trade on the OTC market under symbols ALCUF (Units), ALCYF (Class A Ordinary Shares), and ALCWF (Warrants).
• · 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.

04-09-2026

SoundHound AI completed its acquisition of LivePerson, creating a combined omnichannel conversational AI company with a customer base including 25 of the Fortune 100 and an IP portfolio of over 750 patents. The company also appointed John Collins as CFO, who previously served as CFO and interim CEO at LivePerson. The combined balance sheet is debt-free, and the company targets over $500M in future revenue from the existing customer base alone, while Gartner forecasts enterprise spend on agentic AI to reach $985 billion by 2030.

• · LivePerson common stock will cease trading on Nasdaq following the close.
• · Functional integration is underway, with combined product offerings rolling out in coming quarters.
• · John Collins holds both a JD and an MBA.
• · The combined company is debt-free, with LivePerson's outstanding debt retired at close.

04-09-2026

Inflection Point Acquisition Corp. VIII filed an 8-K reporting the consummation of its IPO and a private placement on August 31, 2026. The IPO of 28,750,000 units at $10.00 per unit generated gross proceeds of $287.5 million, and the private placement of 8,000,000 warrants at $1.00 each added $8.0 million. The company placed $287.5 million in a trust account and reported total assets of $289.7 million, but also recorded a shareholders' deficit of $(11.7) million due to offering costs and accumulated deficit.

• · The company has not yet commenced any operations; all activity relates to formation and the IPO.
• · Transaction costs totaled $19,545,458, comprising $5.0M cash underwriting fee, $13,687,500 deferred underwriting fee, and $857,958 other offering costs.
• · The company has a shareholders' deficit of $(11,658,824) as of August 31, 2026.
• · An affiliate (Inflection Point Fund I, LP) intends to commit up to $25.0M in a PIPE transaction for the initial business combination, but the commitment is subject to investment committee approval and the company may reduce or decline it.
• · The company may withdraw up to $1.0M per year from interest earned on the trust account for working capital.
• · The business combination must target a company with fair market value at least 80% of the trust account net assets, and the post-combination company must own or acquire 50% or more of the target's voting securities.

04-09-2026

Klotho Neurosciences, Inc. (formerly Greenland Mines Ltd.) filed a Certificate of Designation for 359,324 shares of Series R Preferred Stock, which are convertible into common stock on a 1:1 basis only after stockholder approval is obtained. The shares carry no voting rights until such approval, and dividends are paid on an as-converted basis pari passu with common stock. The filing is a routine capital structure adjustment and does not involve a merger or acquisition.

• · Series R Preferred Stock has a liquidation preference equal to the as-converted common stock value plus any unpaid dividends.
• · Conversion is prohibited until stockholder approval is obtained, which also covers voting rights on an as-converted basis.
• · The Certificate of Designation was adopted by the Board on September 1, 2026.

04-09-2026

Hawthorn Bancshares, Inc. completed its merger with FSC Bancshares, Inc. on September 3, 2026, adding Farmers State Bank's operations. The combined company now has total assets of approximately $2.2 billion and operates 27 banking locations across Missouri and one in Kansas. Customer conversion is expected in Q1 2027, and the press release contains only forward-looking statements with no current-period financial results to compare.

• · Merger effective date: September 3, 2026
• · Customer conversion anticipated during Q1 2027
• · Farmers State Bank customers will continue to use existing banking centers, website, and mobile app until conversion
• · Raymond James & Associates served as financial advisor to Hawthorn; Hunton Andrews Kurth served as legal counsel
• · Northland Capital Markets served as financial advisor to FSC; Stinson LLP served as legal counsel
• · Olsen Palmer LLC rendered a fairness opinion to FSC

04-09-2026

Irenic Acquisition Corp. dismissed CBIZ CPAs P.C. as its independent auditor on September 2, 2026, and engaged WithumSmith+Brown, PC on September 3, 2026. The change was not due to any disagreement, but the company disclosed a material weakness in internal control over financial reporting related to its financial statement review process as of June 30, 2026. Additionally, CBIZ CPAs' prior audit report included a going concern qualification, indicating substantial doubt about the company's ability to continue as a going concern.

• · CBIZ CPAs' audit report for the period from March 4, 2026 (inception) through March 6, 2026 included a going concern explanatory paragraph.
• · The material weakness relates to the company's financial statement review process not operating effectively to identify financial reporting errors.
• · WithumSmith+Brown, PC was engaged to audit the fiscal year ending December 31, 2026 and review the quarterly financial statements for the quarter ended September 30, 2026.
• · No consultations occurred between the company and Withum regarding accounting principles or disagreements prior to engagement.

04-09-2026

Three Lions Acquisition Corp. closed its $100 million initial public offering of 10,000,000 units at $10.00 per unit on September 2, 2026. The SPAC will focus on target businesses in the sports, hospitality and leisure, and real estate sectors. A total of $100.5 million was placed in trust from the IPO and a simultaneous private placement.

• · Each whole warrant entitles holder to purchase one ordinary share at $11.50 per share.
• · EarlyBirdCapital has a 45-day option to purchase up to 1,500,000 additional units to cover over-allotments.
• · Registration statement was declared effective by the SEC on August 31, 2026.
• · The SPAC may pursue targets in any business, industry, or geography but expects to concentrate on sports, hospitality and leisure, and real estate.