US Merger & Acquisition SEC Filings — October 26, 2026

26-10-2026

Bold Eagle Acquisition Corp. (BEAGR), a Cayman Islands special purpose acquisition company (SPAC), filed an 8-K with Exhibit 3.1 amending its Amended and Restated Memorandum and Articles of Association by special resolution. The amendment replaces Article 49.7 to set a Business Combination deadline of June 25, 2027, or a later date approved by Ordinary Resolution of members; if the deadline is missed, the company must redeem public shares within ten business days at a per-share cash price equal to the trust account balance (net of permitted withdrawals and dissolution reserves), subject to Cayman Islands creditor-claim obligations and applicable law.

• · Deadline Date for consummating a Business Combination is June 25, 2027, extendable only by Ordinary Resolution of members
• · Redemption price is the aggregate Trust Account balance including earned interest, net of working capital releases, taxes, and dissolution expense reserves, divided by outstanding Public Shares
• · Redemption upon deadline failure would fully extinguish public members' rights, including rights to further liquidation distributions
• · Redemption is subject to Cayman Islands law obligations to provide for creditor claims and other Applicable Law requirements

26-10-2026

Oaktree Acquisition Corp. III Life Sciences (OACCW) shareholders approved a Special Resolution at an Extraordinary General Meeting held October 23, 2026, amending the company's Articles to extend the deadline for completing a Business Combination from November 25, 2026 to as late as May 25, 2027, via up to six one-month extensions requested by the Sponsor. The amendment also revises the redemption mechanics, and any future change to the redemption rights triggers a new redemption opportunity for public shareholders. The filing contains no new quantitative financial results, so the trust balance and per-share redemption amounts are not disclosed here.

• · Original deadline for consummating a Business Combination was November 25, 2026; the amendment permits extension up to May 25, 2027.
• · Extensions require a written request from the Sponsor and a resolution of the Directors, not another shareholder vote.
• · Failure to complete a Business Combination by the Termination Date triggers cessation of operations and redemption of all Public Shares, extinguishing public shareholder rights.
• · Any future amendment affecting redemption rights or the timing of the redemption obligation must give public shareholders the opportunity to redeem at the trust per-share amount.
• · Shareholders approved the amendment at the Extraordinary General Meeting in lieu of Annual Meeting held October 23, 2026, virtually and at Kirkland & Ellis LLP's New York offices.
• · Filing includes Item 3.02 (Unregistered Equity Sales), Item 5.03 (Amendments to Articles), Item 5.07 (Shareholder Vote), and Item 9.01 (Financial Statements and Exhibits).

26-10-2026

On October 23, 2026, Charlton Aria Acquisition Corp (CHARU) notified Nasdaq that its audit committee had not satisfied Nasdaq Listing Rule 5605(c)(2)(A) from August 25, 2026, because director Kyoung Tak Kim, a partner at Leading Edge Advisory Inc. (which received a $30,000 invoice paid August 25, 2026), was deemed to have indirectly accepted a consulting fee under Exchange Act Rule 10A-3. The company identified the issue on October 20, 2026, reconstituted its committees on October 22, 2026, and believes it regained compliance as of that date, with its units, shares and rights still listed on Nasdaq and no Nasdaq notice received.

• · Company identified the audit committee independence deficiency on October 20, 2026 during review of financials for the quarter ended September 30, 2026
• · On October 22, 2026, Kim was removed from the audit committee and Wang Jo Cha appointed; Cha was removed from the compensation committee and Kim appointed to it
• · Company states it did not rely on any cure period or exemption from Rule 10A-3 or Nasdaq rules
• · Board determined Kim remains an Independent Director under Nasdaq Listing Rule 5605(a)(2) and continues as a director
• · Company will disclose any future Nasdaq deficiency notice as required

26-10-2026

Amanat Acquisition Corp (Nasdaq: AMAN), a healthcare-focused SPAC, has signed a definitive business combination agreement with Corxel US, a clinical-stage obesity-focused biopharma whose lead asset is CX11, a once-daily oral GLP-1 receptor agonist. The transaction is expected to deliver approximately $377 million in gross proceeds (before transaction costs and assuming no Amanat redemptions), comprising roughly $75 million from the trust account and a PIPE of approximately $300 million, and is expected to close in the first half of 2027. Clinical data show up to 11.5% mean body-weight reduction at Week 36 in a U.S. Phase 2 trial, but the company has no CEO yet, the asset remains investigational, and the transaction is subject to shareholder, regulatory and Nasdaq approvals.

• · Phase 1b study of higher-dose CX11 expected to report data in the first half of 2027
• · CX12 IND filing targeted for the first half of 2027; currently in IND-enabling activities
• · PIPE investors may reduce subscription obligations one-for-one by acquiring and not redeeming Amanat shares, lowering PIPE proceeds below $300M
• · Combined company will get a new name and new Nasdaq ticker, to be announced before closing; a U.S.-based CEO search is underway
• · Proceeds expected to fund operations through 2029
• · Corxel HK, JX10 and the Corxel HK stroke program are excluded from the transaction
• · Nausea 33-34%, vomiting 12-16%, diarrhea 4-12%, constipation 2-12% across CX11 dosing cohorts; no severe GI events reported
• · Closing conditions include Amanat shareholder approval, Corxel US and Corxel Group approvals, Form S-4 effectiveness, Nasdaq listing requirements and regulatory approvals

26-10-2026

Boston Omaha Corporation (NYSE:BOC) completed the all-cash sale of its surety insurance business, operated by General Indemnity Group, LLC (GIG), to CopperPoint Insurance Company for a gross sales price of $84,308,757, on terms unchanged from the Securities Purchase Agreement announced May 18, 2026. The company also retained 2,673,831 shares of Sky Harbour Class A common stock (NYSE:SKYH) and a final cash dividend of $326,371 from GIG's January 2026 sale of its Breezeway Homes preferred stock. Proceeds will be held as cash to fund new opportunities, existing businesses, or the recently announced $30 million share repurchase plan.

• · Transaction structured as an all-cash acquisition of all outstanding equity interests of GIG by CopperPoint
• · Boston Omaha retains Sky Harbour shares previously contributed to UCS
• · Pro forma financial information required by Item 2.01 to be filed via 8-K amendment by October 29, 2026
• · Sale proceeds to be held as cash and cash equivalents at Boston Omaha pending deployment

26-10-2026

Senti Biosciences Holdings, Inc. (SNTI) entered a Merger Agreement dated July 14, 2026 with ST NewCo Limited (f/k/a Celadon Partners SPV 35 Limited), under which Merger Sub merged into Midco, leaving Midco as a wholly-owned subsidiary of Parent and resulting in the Company divesting its entire interest in Midco and Opco. No cash was paid at closing; consideration consists solely of contingent value rights (CVRs) worth up to $60.0 million tied to SENTI-202 milestones. Pro forma results show a substantial reduction in scale: total assets fall from $33.1 million historical to $3.2 million pro forma as adjusted, and the pro forma net loss for the six months ended June 30, 2026 narrows to $3.9 million from $17.0 million historical, while pro forma loss per share rises from $(0.55) to $(0.05) on a much larger share count after the share issuance.

• · Merger consideration is solely contingent value rights; no cash was paid at the Closing Effective Time to the Company or its common stockholders
• · CVRs are distributed via Midco to equityholders, equity award holders, and warrant holders upon exercise, with a seven-year Milestone Expiration Date
• · Master Consulting Agreement with Opco has a 12-month initial term, a 12-month extension option, and fees reduced if individual services are terminated early
• · Assignment Agreement transfers Rett Syndrome and TIL-related patents, Opco agreements with an external research organization, and know-how to the Company, with the Company assuming post-effective-date obligations
• · Pro forma as adjusted cash of $3.1M and total assets of $3.2M imply a very limited liquidity position post-transaction
• · Related party GeneFab balances, sublease income, and related party R&D costs are removed in the pro forma presentation as part of the divestiture
• · Pro forma statements are illustrative only and not indicative of actual future results, per the filing's own disclaimer

26-10-2026

Soren Acquisition Corp. (Nasdaq: SORN) disclosed that Joseph Tonnos became Chief Financial Officer effective October 20, 2026, alongside a board of directors that now includes new independent directors Lt. Gen. (Ret.) Roger L. Cloutier Jr. and Austin Criden. The announcement was made by sponsor Di Rezze Family Office, which says the two SPACs it sponsors (Soren and Praetorian) together hold more than $500 million in trust. The filing is a leadership and governance update for a blank check company that has not yet identified a business combination target.

• · Tonnos's appointment as Soren CFO is effective October 20, 2026, but was disclosed in an October 26, 2026 press release, six days later
• · Tonnos also serves as CFO of Praetorian Acquisition Corp. (Nasdaq: PTOR), so he holds the same role at both sponsor-affiliated SPACs
• · Soren's board per the release includes Marc Mazur, Austin Criden and Roger Cloutier, with Criden and Cloutier newly appointed as independent directors
• · Soren's stated target focus is the healthcare industry, while Praetorian targets traditional sectors transformed by automation and AI
• · Soren has not yet completed a business combination; the filing carries standard forward-looking risk that it may not identify or complete one
• · Arghavan Di Rezze co-founded Theoria Medical, a technology-enabled primary care and value-based care company

26-10-2026

Unitil Corporation's subsidiary Maine Natural Gas Corporation issued $40,000,000 of 5.95% Senior Unsecured Notes due October 21, 2031 under a Note Purchase Agreement dated October 21, 2026, with proceeds earmarked to refinance existing company debt and/or for general corporate purposes. On October 22, 2026, Unitil repaid all outstanding amounts under its June 30, 2026 Amended and Restated Credit Agreement with The Bank of Nova Scotia without premium or penalty; the facility, which had a $86.0 million tranche A limit and a $50.0 million tranche B limit, is no longer available for reborrowing. The filing contains no period-over-period financial performance data, so no growth or decline metrics are reported.

• · Certain purchasers of the Notes (or their affiliates) already hold other Company or subsidiary indebtedness.
• · The Credit Agreement's tranche A loan was originally due October 31, 2026 and tranche B was due June 30, 2027; the early repayment on October 22, 2026 accelerated both.
• · The Credit Agreement was originally scheduled to terminate June 30, 2027.
• · Notes were sold in a private placement under Section 4(a)(2) and are unregistered; the Notes may not be offered or sold in the U.S. absent registration or an exemption.
• · The Notes may become immediately due upon an event of default under the Note Purchase Agreement.
• · Unitil has other banking relationships with The Bank of Nova Scotia, including debt commitment letters tied to the AWC-MA, AWC-NH, Abenaki, Maine Natural Gas, and Bangor Natural Gas acquisitions.

26-10-2026

Di Rezze Family Office announced that Joseph Tonnos joined as Managing Director and, effective October 20, 2026, became Chief Financial Officer of two Nasdaq-listed SPACs, Praetorian Acquisition Corp. (PTOR) and Soren Acquisition Corp. (SORN), joining each board. Each SPAC also appointed new independent directors, including retired Army Lt. Gen. Roger L. Cloutier Jr. for both. The two SPACs together hold more than $500 million in trust, but the filing reports no completed business combination, and the release is a leadership and governance update rather than a transaction.

• · Tonnos' effective CFO appointment date for both SPACs was October 20, 2026
• · Praetorian's stated focus is a traditional-sector target transformable through automation and artificial intelligence
• · Soren's stated focus is a healthcare-industry target
• · Tonnos previously served as a Managing Director at Roth Capital Partners and a Principal and Associate Portfolio Manager at Meteora Capital
• · Cloutier Jr. previously commanded NATO Allied Land Command from 2020 to 2022 after 34 years of U.S. Army service

26-10-2026

Francisco Partners completed its all-cash acquisition of Weave Communications, Inc. (WEAV) in a transaction valued at approximately $650 Million, with stockholders receiving $7.40 per share, a premium of roughly 34% to the unaffected closing price on August 17, 2026. Weave's common stock has ceased trading and is no longer listed on the NYSE, and the company will continue as a privately held business headquartered in Lehi, Utah. The filing reports no revenue or earnings figures for either period, so no period-over-period comparison is available.

• · Weave's common stock has ceased trading and is no longer listed on the New York Stock Exchange
• · Weave will continue operating as a privately held company under the Weave name, headquartered in Lehi, Utah
• · Jefferies LLC acted as exclusive financial advisor to Weave; Orrick, Herrington & Sutcliffe LLP was Weave's legal counsel; Kirkland & Ellis LLP was legal counsel to Francisco Partners
• · Weave was named a 2026 Best Software Awards winner for healthcare software products by G2
• · The filing includes forward-looking-statement risks tied to disruption from the acquisition, including loss of key personnel, partners, suppliers, and customers

26-10-2026

YHN Acquisition I Limited (Nasdaq: YHNAU, YHNA, YHNAR) disclosed that it failed to regain compliance with Nasdaq's minimum market value of publicly held shares ($15 million) and minimum market value of listed securities ($50 million) requirements by the October 14, 2026 deadline. The board elected not to appeal the Staff Determination or transfer to the Nasdaq Capital Market, so trading is expected to be suspended on October 30, 2026, with delisting to follow and a planned move to OTC Markets that is not assured.

• · Nasdaq Staff Determination received October 21, 2026; appeal and Capital Market transfer deadline was 4:00 p.m. ET on October 28, 2026
• · Trading suspension expected at market open on October 30, 2026, followed by a Form 25-NSE filing with the SEC to delist and deregister the Securities under Section 12(b)
• · OTC Markets quotation requires a market maker to file Form 211 and FINRA to clear it; no assurance this will occur, and OTC trading may be less liquid and more volatile
• · Delisting does not affect trust account pro rata rights for public shareholders or the company's continued SEC reporting and business combination pursuit

26-10-2026

Ponce Financial Group reported Q3 2026 net income available to common stockholders of $18.0 million ($0.76 per diluted share), up from $8.2 million in Q2 2026 and $6.2 million in Q3 2025, driven by a $10.5 million tax valuation allowance release. Underlying performance was mixed: net interest income rose 13.07% QoQ to $34.0 million and net interest margin expanded to 3.86%, while non-interest income fell 44.34% QoQ to $0.9 million due to a $1.2 million loss on real property, and non-interest expense increased 6.07% QoQ to $19.2 million. The company also confirmed Treasury's determination that it met the deep impact threshold for a potential Preferred Stock repurchase, though completion remains subject to additional conditions.

• · Q3 2026 benefit from income taxes was $5.9M after the $10.5M valuation allowance release, implying the underlying tax expense before the release was a charge of about $4.6M.
• · Capital ratios declined sequentially and year over year across all Ponce Financial Group measures, including total capital to risk-weighted assets (18.66% vs. 24.08% in Q3 2025) and CET1 (10.93% vs. 13.39%), while Bank-only ratios also fell.
• · Bank-only CET1 to risk-weighted assets fell to 15.98% from 17.87% in Q2 2026 and 20.66% in Q3 2025.
• · Nine-month non-interest expense growth of 8.41% was driven by a $5.0M increase in compensation and benefits from new hires, partly offset by lower direct loan, occupancy, and other expenses.
• · Provision for credit losses rose to $3.2M in Q3 2026 from $2.1M in Q2 2026, while the allowance for credit losses on loans as a percentage of total loans declined to 0.94% from 0.95% (and 0.98% a year earlier).
• · Non-performing assets and accruing modifications fell to $21.8M from $26.8M in Q2 2026 and $32.4M in Q3 2025.
• · Securities declined 12.19% year to date, primarily from regular principal payments and a $3.0M maturity of an available-for-sale security.
• · Office count fell to 17 from 18 a year earlier, while full-time equivalent employees rose to 236 from 209.
• · Treasury has confirmed the company met the deep impact threshold, but repurchase of the Preferred Stock remains subject to additional conditions, including eligibility criteria, and there is no assurance of timing or completion.

26-10-2026

K&F Growth Acquisition Corp. II (Nasdaq: KFIIU/KFII) issued 9,583,332 Class A ordinary shares to its sponsor, K&F Growth Acquisition LLC II, upon conversion of an equal number of Class B shares on October 23, 2026, bringing Class A shares outstanding to 39,256,059 with one Class B share remaining. The filing is a non-cash capital-structure change and does not itself constitute an acquisition, though it accompanies an extension proxy and references a potential business combination with David's Bridal, Inc. and its Pearl division.

• · Conversion was exempt from registration under Section 3(a)(9) of the Securities Act
• · Converted Class A shares carry the same transfer restrictions, redemption waivers, and obligation to vote for an initial business combination as the prior Class B shares
• · Shares were issued under the IPO prospectus filed February 6, 2025 (File No. 333-282929)
• · Extension Proxy Statement was mailed on or about October 16, 2026 for an extraordinary general meeting to approve extending the business combination deadline
• · Company is a blank check company (SPAC) classified under SIC 6770 and an emerging growth company

26-10-2026

Nathan's Famous, Inc. (NATH) filed an 8-K reporting a material agreement termination and merger-related events (Items 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01). The excerpt provided contains only the company's Amended and Restated Certificate of Incorporation (Exhibit 3.1), which covers corporate purpose, authorized capital, director and officer liability limits, and indemnification provisions; it does not itself describe the termination, the transaction terms, or any financial results. Investor-relevant transaction terms cannot be verified from the supplied text.

• · Registered office is 1209 Orange Street, Wilmington, Delaware 19801; registered agent is The Corporation Trust Company
• · Board is expressly authorized to amend bylaws without stockholder action
• · Directors and officers are shielded from personal monetary liability for fiduciary duty breaches to the fullest extent Delaware law permits
• · Indemnification covers directors, officers, employees, and agents, including advancement of expenses subject to an undertaking to repay
• · Corporation may maintain insurance to protect directors, officers, employees, and agents

26-10-2026

GameSquare Holdings (Nasdaq: GAME) closed its acquisition of sports, music and entertainment IP assets from FanEngine Holdings Ltd. following stockholder approval at an October 22, 2026 special meeting. The company reiterated 2027 guidance of more than $150 million in revenue, gross margin above 50% and adjusted EBITDA above $30 million, and expects FanEngine to contribute to its 2026 proforma outlook of $85+ million in revenue and $5+ million in adjusted EBITDA. The release is promotional in tone and the filing itself provides no standalone FanEngine financials, so the contribution estimates are unverified management projections.

• · Peaky Blinders is expected to launch in Q4 2026
• · FanEngine revenue streams include rewards, merchandise and commerce, ticketing, live experiences, licensing and brand partnerships
• · Portfolio includes rights and relationships tied to 15 global athletes
• · GameSquare expects to internalize production, events, commerce and gamification spend previously outsourced by FanEngine to third parties
• · FanEngine is expected to require limited incremental overhead and operating expenses
• · Adjusted EBITDA guidance excludes transaction costs, impairments and one-time expenses, and no GAAP reconciliation is provided
• · Forward-looking risks flagged include going-concern ability, failure to hit financial milestones, dilution from equity issued in the transaction, and integration risk

26-10-2026

Faraday Future (FFAI) announced the completion on October 23, 2026 of the transfer of its robotics business to FF EAI Robotics Ecosystem Inc. (FFR, Nasdaq: FFR), a separately listed Embodied AI robotics company. FFR expects October 2026 robot sales and shipments to exceed 300 units, a new monthly record, bringing cumulative shipments above 1,100 units, and is providing its first full-year 2026 guidance of approximately 2,000 robots. FF is repositioning itself as a Robotaxi and EAI Cabin shared-mobility operator and a Physical AI investment holding company.

• · Acquisition was finalized October 23, 2026; the public announcement followed on October 26, 2026.
• · FFR will continue trading on Nasdaq under ticker FFR; Faraday Future retains ticker FFAI.
• · FFR expects robots to continue being delivered at a positive unit gross margin, per both the October update and 2026 guidance.
• · The release does not disclose the purchase price, consideration, or FF's retained ownership stake in FFR, though it references the 'value of its interest in FFR'.
• · Going-concern qualifications, liquidity constraints, and Nasdaq listing compliance risks are flagged in the forward-looking statements as ongoing concerns for FF.
• · FF's own automotive business is being transitioned from an EV manufacturer to a Robotaxi and Intelligent cabin shared-mobility operator, and a Physical AI investment holding company.

26-10-2026

FF EAI Robotics Ecosystem Inc. (FFR, NASDAQ) completed its acquisition of Faraday Future's robotics business on October 23, 2026, and will now operate that business as a standalone Nasdaq-listed Embodied AI robotics company, with YT Jia as CEO and Jerry Wang as Executive Chairman. The company issued its first full-year 2026 guidance of approximately 2,000 robots in sales and shipments and expects October 2026 shipments to exceed 300 units, a monthly record. Faraday Future (FFAI) continues to trade separately, and its own forward-looking statements flag going-concern and liquidity risks, so the outcome is mixed: strong operational momentum at FFR alongside unresolved financing and listing-compliance uncertainty.

• · Acquisition of Faraday Future's robotics business closed October 23, 2026; announced October 26, 2026
• · FFR retains Nasdaq ticker FFR; Faraday Future retains FFAI
• · FFR's 2026 guidance is explicitly standalone for the acquired robotics business
• · Faraday Future's forward-looking statements cite risk of inability to continue as a going concern and need to improve liquidity and obtain financing
• · Both companies cite ongoing risk of Nasdaq listing-requirement non-compliance
• · The October 300-unit figure is marked [pending sales], indicating it is preliminary and unverified