US Merger & Acquisition SEC Filings — October 22, 2026

22-10-2026

K&F Growth Acquisition Corp. II, a Nasdaq-listed SPAC (KFIIU), entered into an amended letter of intent on October 21, 2026 with David's Bridal, Inc. regarding a proposed business combination with Pearl, the wedding planning, media and commerce division of David's Bridal, which would be legally separated and become public. The terms remain subject to negotiation and a definitive business combination agreement, and no assurance is given that a deal will be signed or closed. The filing also references a pending shareholder extension vote, indicating the SPAC is seeking more time to complete an initial business combination.

• · Pearl is to be legally separated from David's Bridal and become a public company through the combination
• · The Company filed a definitive proxy statement for an extraordinary meeting on or about October 16, 2026 to approve extending its deadline to consummate an initial business combination
• · Filing furnishes an investor presentation (Exhibit 99.2) and a CNBC article (Exhibit 99.3) in addition to the joint press release (Exhibit 99.1)
• · Filed under Regulation FD and furnished, not filed, for Exchange Act Section 18 purposes
• · Planned Pearl strategies include transitioning to a standalone entity and expanding into home and baby markets
• · Completion requires due diligence, a definitive agreement, board and equity holder approval, regulatory approvals and customary closing conditions

22-10-2026

Nightfood Holdings (OTCQB: NGTFD, d/b/a TechForce Robotics) announced it closed on October 19, 2026 the acquisition of AOI (automated optical inspection) technology, designs and know-how for CoWoS advanced semiconductor packaging from Jun Long Machine Industrial Co., Ltd. of Taichung, Taiwan, to be licensed exclusively to its subsidiary TechForce Advanced Manufacturing Inc. (TAMI). Management targets initial shipments in late November or early December 2026 and monthly sales of roughly $1.5–$2.25 million at about 10–15 units per month and an assumed ~$150,000 average selling price, but explicitly states these are operating targets, not confirmed orders or guaranteed revenue. Sentiment is mixed: the strategic pivot is notable, but the revenue targets are unconfirmed and the release contains no financial figures for the acquisition price or the company's current financial condition.

• · Acquisition closed October 19, 2026, but the release does not disclose the purchase price or consideration paid
• · Revenue targets are explicitly not confirmed orders and exclude the first partial month of shipments
• · Shipments depend on production readiness, customer requirements and regulatory compliance; no customers are named
• · Ticker shown as NGTFD in the release, which may signal a delinquency or deficiency designation on OTCQB that the filing does not explain
• · Business described as shifting from robotics/consumer-style operations toward semiconductor inspection equipment, a material change in focus

22-10-2026

Data I/O Corporation (NASDAQ: DAIO) announced it has completed its acquisition of V-TEK, Inc. and A&J Programming, Inc. (collectively, V-TEK), manufacturers of semiconductor handling automation for test and packaging based in Mankato, MN, for total consideration of approximately $23 million ($20 million in cash and $3 million in Data I/O common stock). Management states the deal is expected to be accretive, is anticipated to roughly double consolidated revenue, and diversifies the company away from automotive and cyclical capital equipment markets. The filing contains forward-looking projections of benefits but no reported period-over-period financial results.

• · Acquisition closed October 21, 2026 (press release dated October 21; 8-K filed October 22, 2026)
• · Securities issued as acquisition consideration were not registered under the Securities Act of 1933 and are subject to resale restrictions absent registration or exemption
• · V-TEK will operate as a wholly owned subsidiary of Data I/O following closing
• · Management cites expected benefits including sales synergies, operating leverage, and lower-cost domestic manufacturing that may improve margins over time
• · Filing includes Items 1.01, 2.01, 2.03, 3.02, 5.03, 7.01, 8.01, and 9.01, indicating material agreement, completion of acquisition, direct financial obligation creation, unregistered equity sales, and charter/bylaw-related changes

21-10-2026

Texas Ventures Acquisition III Corp, a Cayman Islands blank check company (SPAC), executed a $145,000 non-interest-bearing promissory note dated October 20, 2026 in favor of its sponsor, Yorkville Acquisition Sponsor II, LLC. The note is repayable only upon consummation of an initial business combination or the winding up of the company, and is to be repaid from trust account proceeds released at closing. The filing does not describe a completed acquisition; the Item 1.01/2.03 disclosure relates solely to this sponsor financing arrangement.

• · Note is repayable only on the earlier of consummation of initial business combination or effectiveness of the company's winding up; prepayment permitted at Maker's election
• · Repayment is contractually subordinated to trust account holders: Payee waived all claims against the Trust Account and principal is repaid only from proceeds released upon business combination
• · No individual officer, director, employee or stockholder is personally liable for the Maker's obligations under the note
• · Note governed by Delaware law, despite the Maker being a Cayman Islands exempted company
• · Note is unsecured in substance, carries no interest, and is not registered under the Securities Act; transfer requires registration or counsel opinion
• · Troy Rillo signed on both sides of the note (as CEO/CFO of the Maker and as Partner of the sponsor's general partner), indicating a related-party arrangement

22-10-2026

DT Cloud Star Acquisition Corporation (Nasdaq: DTSQU) disclosed that its sponsor, DT Cloud Star Management Limited, deposited an extension payment of $28,558 into the Company's trust account on October 21, 2026. The deposit extends the deadline to complete an initial business combination by one month, to November 26, 2026. The filing is a routine trust extension notice and does not itself announce a definitive merger or acquisition agreement.

• · Extension deadline for completing an initial business combination moved to November 26, 2026
• · Company is an emerging growth company incorporated in the Cayman Islands, listed on Nasdaq; units consist of one ordinary share and one right entitling the holder to one-ninth of an ordinary share

22-10-2026

Globa Terra Acquisition Corporation (GTERU) received a Nasdaq Staff Determination on October 16, 2026, notifying it that it has not completed a business combination within the timeframe required under Nasdaq IM-5101-2(b), and that Nasdaq has initiated procedures to delist its securities. The Company intends to request a hearing before a Nasdaq Hearing Panel by 4:00 p.m. ET on October 23, 2026; if it does not, trading will be suspended at the open on October 27, 2026. The Company is also seeking a shareholder extension of its deadline to July 9, 2027.

• · Failure to complete a business combination in time triggered the delisting notice; the Company did not deposit the extension payment into trust to extend its deadline.
• · Trading in all securities (shares, units, warrants, rights) will be suspended October 27, 2026 if no hearing is requested; a Form 25-NSE would then be filed with the SEC.
• · Filing a timely appeal stays the delisting and keeps securities trading on Nasdaq Global Market pending the Panel's decision.
• · No assurance the appeal will succeed or that Nasdaq listing requirements will be satisfied; the Company remains obligated to file periodic SEC reports regardless of listing status.

22-10-2026

Tavia Acquisition Corp. (Nasdaq: TAVIR), a Cayman Islands blank-check SPAC, disclosed that director Kanat Mynzhanov resigned from its Board on October 16, 2026, with no disagreement cited. On October 17, 2026, the Board appointed Kenneth J. Anderson as a Class III director, also named to the Audit and Compensation Committees. The filing contains no monetary amounts or period-over-period financial results.

• · Anderson was appointed to the Audit Committee and Compensation Committee effective immediately on October 17, 2026.
• · Anderson is a CPA and licensed attorney in Illinois, with a Bachelor's degree in Accounting and Economics from Valparaiso University.
• · Anderson previously served as Client Service Director at Aspiriant (2002-2021) and as a Tax Partner at Arthur Andersen LLP for 20 years.
• · Anderson is expected to execute the Company's indemnity agreement and letter agreement.

22-10-2026

Charlton Aria Acquisition Corp (CHARU), a Cayman Islands special purpose acquisition company, amended its Second Amended and Restated Memorandum and Articles of Association by special resolution. The amendment allows the company to extend its deadline to complete a Business Combination by up to twelve one-month extensions, for a total of up to twelve months, moving the outside date to October 25, 2027 (up to 36 months after the IPO), and sets out the redemption and liquidation procedure if no Business Combination is consummated by that date.

• · The amendment replaces Article 49.7 and Article 49.8(a) of the Articles of Association, which govern the extension mechanism and mandatory redemption of 100% of Public Shares if the deadline is missed.
• · If no Business Combination is consummated by October 25, 2027 (absent valid extensions or member approval), the company must cease operations except winding up, redeem Public Shares at a per-share price equal to the Trust Account balance less taxes and up to $100,000 of dissolution expenses, and then liquidate and dissolve subject to Cayman Islands law.
• · Redemption of public Members' shares completely extinguishes their rights, including any further liquidation distributions.
• · Filing includes Items 1.01, 3.03, 5.03, 5.07, and 8.01, indicating a material agreement, modification to rights of security holders, amendments to articles, submission of matters to a shareholder vote, and other events; the preliminary 'Merger/Acquisition' classification appears to reflect a Material Agreement subcategory rather than a completed acquisition.

22-10-2026

ARC Group Acquisition I Corp (ARCL), a British Virgin Islands SPAC, received a Nasdaq extension on October 20, 2026, granting it until February 23, 2027 to regain compliance with Nasdaq Listing Rule 5452(b)(C) after its warrants' aggregate market value fell below the $1 million minimum. The company expects to complete its previously announced business combination before that deadline. Failure to regain compliance would trigger delisting notice, with a right to appeal to a Listing Qualifications Panel.

• · Nasdaq initial notice dated August 27, 2026 cited warrants failing the $1 million aggregate market value requirement
• · Company submitted its compliance plan on October 12, 2026, within the 45-day window
• · Compliance extension deadline is February 23, 2027; the company is an emerging growth company and a British Virgin Islands entity headquartered in Tempe, Arizona

22-10-2026

Range Capital Acquisition Corp. (RANGU), a Cayman Islands SPAC, disclosed that on October 21, 2026 it drew down $60,000 under an unsecured, non-interest-bearing promissory note issued to its sponsor, Range Capital Acquisition Sponsor, LLC, and deposited the funds into the IPO trust account as a monthly extension contribution. Aggregate outstanding under the note is now $300,000 against a total facility of up to $540,000. The filing is a routine update under previously announced sponsor contribution arrangements and does not announce a business combination.

• · Note is repayable on the earlier of consummation of an initial business combination or effectiveness of the winding up of the Company
• · If no business combination is consummated, the note is repaid only from funds outside the trust account, if any
• · Note is subject to customary events of default, some of which accelerate repayment automatically
• · Note issued under Section 4(a)(2) private placement exemption from Securities Act registration

22-10-2026

XCF Global (Nasdaq: SAFX) completed its previously announced all-stock business combination with Southern Energy Renewables Inc. and DevvStream Corp., which are now wholly owned subsidiaries. Former Southern and DevvStream equity holders hold approximately 20.0% and 10.43% of XCF's outstanding common stock, respectively. XCF updated its 2027 outlook to gross product sales of $650-700 Million, net revenue of $120-130 Million and EBITDA of $70-75 Million, and targets combined 2030 gross product sales above $1.4 Billion. Sentiment is positive on strategic expansion, but the filing flags ongoing disputes with the New Rise subsidiary's landlord and primary lender and Nasdaq continued-listing compliance risk.

• · Carter McCain stepped down from the XCF board in connection with the closing
• · Disputes are ongoing between the New Rise subsidiary and its landlord over the Reno facility ground lease
• · Disputes are ongoing between the New Rise subsidiary and its primary lender over loans used to develop the Reno facility
• · XCF must regain compliance with Nasdaq continued listing standards, a risk flagged as unresolved
• · The 2027 outlook and 2030 targets are forward-looking, non-GAAP-based estimates and not projections
• · Gross product sales is a management estimate that is not a U.S. GAAP measure and no GAAP reconciliation is provided

22-10-2026

Janel Corp (JANL) disclosed a Stock Purchase Agreement dated October 20, 2026, under which Antibodies Incorporated (Buyer) will acquire 100% of the capital stock of Encor Biotechnology Inc., an antibody manufacturing, distribution and sales business, from its shareholders (Gerry Shaw, University of Florida Research Foundation, and Employee Shareholders). The Base Purchase Price is $17,000,000.00, plus or minus a Working Capital Adjustment, with a Closing Date Payment at closing and deferred payments to Shaw at years one and two. The filing does not disclose Janel's own financial results or performance metrics, so the transaction's financial impact on JANL cannot be assessed from this exhibit alone.

• · Buyer may designate one or more subsidiaries or affiliates to acquire the Company Stock at closing
• · Buyer's financing lender is Santander Bank, N.A.
• · Shaw is to enter an Employment Agreement with the Company post-closing
• · Restricted Period of five years post-closing applies to seller non-compete/restrictive covenants
• · Closing Date is defined as October 20, 2026, or earlier if closing conditions are satisfied and parties agree
• · Purchase is structured with Indebtedness paid off at closing from the purchase price, with seller net amounts reduced accordingly

22-10-2026

Frazier Life Sciences Acquisition Corp. II, a Cayman Islands special purpose acquisition company, reported the consummation of its initial public offering on October 15, 2026, selling 7,500,000 Class A ordinary shares at $10.00 per share for gross proceeds of $75 Million (M). A concurrent private placement of 300,000 shares to the sponsor added $3 Million (M), and the full $75 Million (M) of IPO proceeds was placed in a U.S.-based trust account held by Continental Stock Transfer & Trust Company for public shareholders. An audited balance sheet as of October 15, 2026 reflecting receipt of proceeds is filed as Exhibit 99.1.

• · Private Placement Shares Purchase Agreement dated October 13, 2026 between the Company and the Sponsor governed the private placement
• · Registrant is an emerging growth company and listed on The Nasdaq Stock Market LLC under ticker FLSC
• · Filing is a follow-up disclosure of previously reported events, with the audited balance sheet furnished as Exhibit 99.1

22-10-2026

DevvStream Corp. (DEVS) filed an 8-K disclosing Exhibit 3.1, a Certificate of Corporate Domestication under Section 388 of the Delaware General Corporation Law, which moves the company's legal domicile from Alberta, Canada back to Delaware, with an effective time of 5:00 p.m. on October 14, 2026. The filing was made on October 22, 2026 and is signed by Operating Officer Christopher Merkel. The exhibit is part of a broader 8-K that also reports Items 1.01, 2.01, 3.03, 5.01, 5.02, 5.03 and 9.01, which point to a material agreement and a transaction-related restructuring, though those items are not included in the provided content.

• · Company was originally incorporated in Delaware on February 23, 2021 as Focus Impact Acquisition Corp., a SPAC-style name.
• · A Certificate of Continuance was filed June 11, 2024 in Alberta, Canada, changing the name to DevvStream Corp.
• · The Delaware certificate of incorporation will carry the name DevvStream Legacy Corp. upon domestication.
• · Effective time of the domestication is 5:00 p.m. on October 14, 2026, while the 8-K was filed October 22, 2026, eight days later.
• · Domestication was approved under the governing documents of the company or applicable non-Delaware law, per paragraph 6 of the certificate.

22-10-2026

FORT Robotics announced approximately $20 million in new commitments from existing investors, led by Tiger Global (approximately $10 million, with participation from Mark Cuban Companies, expected to close this week) plus an additional $10 million to the previously announced common equity PIPE tied to its proposed business combination with blank check company Newbury Street II Acquisition Corp (Nasdaq: NTWO). Total committed capital tied to the transaction now exceeds $50 million. Upon closing, the combined company will be named FORT Robotics Holdings, Inc. and is expected to list on Nasdaq under the ticker "FROB," subject to regulatory approvals; the transaction remains pending and subject to an S-4 registration statement that has not yet been publicly filed.

• · Tiger Global has been a FORT investor since 2022, when it led the company's Series B round
• · Trust Layer is deployed across more than 19,500 units and over 600 customers, including Agility Robotics, DoorDash, Cobot, Zoox, Textron, and Google DeepMind
• · FORT has secured 25 patents and was founded in 2018
• · Parties have confidentially submitted a draft Form S-4 to the SEC; public filing is still pending
• · Risk factors include regulatory approval delays, possible redemptions by Newbury Street II shareholders leaving insufficient cash, emerging-technology commercialization risk, and historical net losses with limited operating history