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US Pre-Market SEC Filings Roundup — September 03, 2026

USA Before-Market Intelligence

By Gunpowder Editorial ·

27 high priority 23 medium priority 50 total filings analysed

Executive Summary

This overnight filing cycle is dominated by a surge in SPAC activity, with four major business combination announcements (PlusAI, Remix Therapeutics, Ursa Major, Elroy Air) signaling a potential resurgence in the de-SPAC market. A significant capital allocation theme emerges from large-scale share repurchase programs at Toyota (JPY 1 trillion) and ORIX (¥250 billion), indicating strong corporate confidence in undervaluation.

The biotech sector presents a stark contrast, with Passage BIO's cash-burning pre-revenue status and a major licensing deal between HUTCHMED and GSK, highlighting the sector's binary risk/reward profile. Insider selling is concentrated in the technology sector, with multiple executives at Rackspace Technology and RxSight reducing their holdings, which warrants caution. A notable related-party acquisition by Scienjoy Holding and a highly dilutive financing structure for Ribbon Acquisition Corp. present complex risk/reward scenarios for investors.

Materiality, sentiment, and priority are scored by Gunpowder’s analysis pipeline. How we score filings →

Filing types in this digest: Schedule 13D · Form 4 · Schedule 13G · 8-K · DEF 14A · 425 · DEFA14A · 13F

Tracking the trend? Catch up on the prior US Pre-Market SEC Filings Roundup digest from August 27, 2026.

Investment Signals (12)

  • Announced a massive JPY 1 trillion ($6.8B) share buyback, with 5.6% of the authorized amount already executed in the first month. This signals extreme confidence in long-term value and provides a strong floor for the stock.

  • ORIX Corp (BULLISH)

    Buyback is proceeding at a rapid pace, with 46% of the authorized ¥250 billion already utilized in the first three months. This aggressive execution suggests management believes the stock is significantly undervalued.

  • PlusAI / Texas Ventures Acquisition III Corp (BULLISH)

    Going public via SPAC at an $800M pre-money valuation with $25M in revenue and a $40-50M 2026 target. The $300M in capital provides a long runway to commercialize its autonomous trucking technology by 2027.

  • Elroy Air / Columbus Circle Capital Corp II (BULLISH)

    Successful first autonomous flights under a government program, a commercial pipeline of 1,400+ aircraft ($5B+ potential revenue), and a Q4 2026 SPAC merger timeline. This is a high-conviction bet on the eVTOL cargo market.

  • Ursa Major / Bleichroeder Acquisition Corp III (BULLISH)

    CEO confirmed a Q1 2027 SPAC merger with a $350M PIPE and $100M backing from Inflection Point. This provides a clear catalyst and timeline for a high-profile defense-tech company.

  • Entered into a licensing agreement with GSK for a KRAS-EGFR-antibody conjugate cancer therapy. While financial terms are undisclosed, a partnership with a global pharma giant is a major validation of its pipeline.

  • CFO, EVP, and CEO all sold shares under 10b5-1 plans at ~$2.95, totaling ~$492K. While pre-planned, the coordinated selling by top executives is a bearish signal for the struggling cloud company.

  • Chief Medical Officer, CFO, and COO all sold shares at $6.96, a pattern of insider selling across the C-suite that suggests limited near-term confidence in the stock price.

  • The company has no revenue, an accumulated deficit of ~$1.5B, and only $50M in cash. The merger with Remix is a lifeline, but the pre-revenue biotech model is extremely high-risk.

  • The financing terms for its merger with DRC Medicine are highly dilutive, including a $100M SEPA with conversion prices as low as 95% of the lowest VWAP. This creates significant downside risk for existing shareholders.

  • An MD sold $346K in stock after exercising options at $52.05, locking in a 109% gain. This is a routine profit-taking event but signals that an insider believes the current price (~$109) is a good exit point. [NEUTRAL/BEARISH]

  • The Chief Scientific Officer sold $214K in ADSs via a 10b5-1 plan after exercising options at $0.34. The massive gain on exercise is positive, but the sale itself is a neutral-to-bearish signal for the stock's trajectory. [NEUTRAL/BEARISH]

Risk Flags (9)

  • With $50M in cash and no revenue, the company is burning cash at an unsustainable rate. The merger with Remix is critical for survival, and failure would likely lead to a total loss of equity value.

  • The CEO, CFO, and EVP all sold shares on the same day. This level of coordinated insider selling is a major red flag for a company with a stock price of $2.95 and an uncertain turnaround story.

  • Four top executives (CMO, CFO, COO, and another officer) sold shares at $6.96. This broad-based selling suggests a lack of internal conviction about the company's near-term prospects or valuation.

  • The SEPA and convertible note terms are extremely shareholder-unfriendly. The potential for massive dilution at low prices could crush the stock price post-merger.

  • The acquisition of a 29.9% stake in Leader Education is a related-party transaction (independent director is also an executive at the target). This creates a conflict of interest and requires close scrutiny of the deal's fairness.

  • A proposed merger of its five generation subsidiaries is driven by the Korean Government's reform plan. This introduces significant regulatory and operational uncertainty, with details not to be disclosed for a month.

  • The CVM's decision to discontinue its Sponsored Level II BDR Program in Brazil could reduce its investor base and liquidity in its home market, potentially impacting the stock's valuation.

  • A 10% owner sold ~$6.4M worth of stock across multiple transactions. While not a director/officer, a large stakeholder reducing a position is a signal of potential concern or a need for liquidity.

  • The 1-for-25 reverse split and a $7.7M financing deal with 3i, LP, where a significant portion was used for 'overdue true-up payments,' signals severe financial distress and potential for further dilution.

Opportunities (8)

  • The JPY 1 trillion buyback is one of the largest in corporate history. Investors can capture value as the company aggressively reduces share count, with 5.6% already completed in the first month.

  • PlusAI / Autonomous Trucking Play (OPPORTUNITY)

    The SPAC merger provides a pure-play investment in autonomous trucking with a clear path to commercialization. The $300M capital infusion and existing revenue ($25M) de-risk the story compared to earlier-stage peers.

  • Elroy Air / First-Mover in eVTOL Cargo (OPPORTUNITY)

    Successful government-backed test flights and a $5B+ commercial pipeline make this a compelling opportunity in the nascent eVTOL cargo market. The Q4 2026 SPAC merger is a key catalyst.

  • The licensing deal with GSK provides significant non-dilutive capital and validates its KRAS-EGFR platform. This could be a major catalyst for the stock as more details emerge.

  • The company is buying back shares at a rate far exceeding its initial plan. This aggressive capital return signals deep value and provides a strong catalyst for the stock price.

  • The acquisition of Birch Permian Holdings expands its footprint in a premier US basin. While financial terms are undisclosed, bolt-on acquisitions in the Permian are typically value-accretive for operators.

  • The acquisition of an additional 2% in ICICI Prudential Life for ~$177M increases its ownership to ~52.8%. This allows it to consolidate more of the subsidiary's profitable earnings.

  • The company is actively repurchasing shares under a $1B authorization. The daily ASX disclosures provide transparency, and the buyback is a positive signal for shareholder returns.

Sector Themes (6)

  • SPAC Resurgence

    Four new SPAC merger announcements (PlusAI, Remix Therapeutics, Ursa Major, Elroy Air) in a single filing cycle suggest a potential revival in the de-SPAC market. Investors should watch for quality targets with clear revenue paths and strong PIPE backstops.

  • Aggressive Buyback Activity

    Two major Japanese conglomerates (Toyota, ORIX) announced massive buyback programs totaling over $7.5B. This reflects a global trend of companies returning excess capital to shareholders, particularly in markets where valuations are perceived as low.

  • Biotech Binary Outcomes

    The filings highlight the extreme risk/reward in biotech. HUTCHMED's GSK deal is a major positive catalyst, while Passage BIO's cash-burning pre-revenue status and merger dependency underscore the sector's high failure rate.

  • Tech Insider Selling Pressure

    A clear pattern of insider selling emerges from tech companies like Rackspace Technology and RxSight. This suggests that even after significant stock price declines, management teams are not confident in a near-term recovery, a bearish signal for the sector.

  • SPAC Financing Complexity

    The Ribbon Acquisition Corp filing reveals the complex and often dilutive financing structures used to close SPAC deals. Investors must scrutinize SEPA, convertible notes, and forward purchase agreements to understand the true post-merger dilution.

  • Cross-Border M&A and Related-Party Deals

    The Scienjoy Holding acquisition of a Hong Kong-listed company and ICICI Bank's purchase of its own subsidiary highlight the prevalence of complex, cross-border, or related-party transactions that require extra due diligence.

Watch List (8)

  • The combined company's cash runway into 2028 is a key positive, but the stockholder vote and regulatory approvals are critical. Watch for any delays or opposition to the deal. [Date: TBD, expected close 2026]

  • The government's plan to merge five generation subsidiaries is a major event. The company will re-disclose details within one month, which could significantly alter its business structure and valuation. [Date: ~October 3, 2026]

  • The special meeting to extend the business combination deadline to September 2027 is on September 8. The outcome will determine if the SPAC has more time to find a deal or faces liquidation. [Date: September 8, 2026]

  • The shareholder meeting was adjourned to September 4. The ability to secure enough votes for its proposal is critical for the SPAC's future. [Date: September 4, 2026]

  • The proxy statement is filed for the September 29 meeting. Key items include an advisory vote on executive compensation and approval of an amended equity plan, which could signal future dilution. [Date: September 29, 2026]

  • Elroy Air / SPAC Merger Close
    👁

    The merger with Columbus Circle Capital Corp II is expected to close in Q4 2026. Watch for the shareholder vote and any updates on the commercial pipeline for its Chaparral drone. [Date: Q4 2026]

  • Ursa Major / SPAC Merger Timeline
    👁

    CEO confirmed a Q1 2027 target for going public. Watch for the filing of a definitive proxy statement and any updates on its government contracts. [Date: Q1 2027]

  • The acquisition is subject to several conditions, including due diligence and regulatory consents. Watch for any updates on the closing process, especially given the related-party nature of the deal. [Date: TBD]

Filing Analyses (50)
Tivic Health Systems, Inc. SC 13D/A neutral materiality 6/10

02-09-2026

3i, LP and affiliated entities filed Amendment No. 6 to Schedule 13D on September 2, 2026, disclosing a 9.9% beneficial ownership stake in Valion Bio, Inc. (formerly Tivic Health Systems, Inc.) based on 1,285,626 shares outstanding as of August 24, 2026. On August 31, 2026, the issuer issued to 3i, LP Series B and Series C Preferred Stock and warrants for an aggregate purchase price of $7,737,000, with $1,500,000 paid to the issuer in cash and the remainder retained by 3i, LP for overdue true-up payments and legal fees. The filing also reflects a 1-for-25 reverse stock split effective August 31, 2026, and a subsequent purchase of 3,248 shares at $2.9155 per share on September 2, 2026.

  • · The issuer effected a 1-for-25 reverse stock split at 12:01 a.m. Eastern Time on August 31, 2026.
  • · All share and per share amounts in the filing give effect to the reverse stock split.
  • · The beneficial ownership of 3i, LP includes shares subject to a 9.99% beneficial ownership limitation (Blocker) on warrants and convertible securities.
  • · The filing amends a prior Schedule 13D originally filed on August 3, 2026, with five prior amendments.
  • · The issuer's former name was Tivic Health Systems, Inc., changed on September 10, 2019.
Amalgamated Financial Corp. 4 negative materiality 4/10

02-09-2026

10% owner Western States Regional Joint Board, Workers United sold 73,535 Common Stock, par value $0.01 per share ("Common Stock") at $48.12 (~$3.54M). Western States Regional Joint Board, Workers United holds 6,988,726.93 shares after the transaction.

  • · 10% owner Western States Regional Joint Board, Workers United sold 73,535 Common Stock, par value $0.01 per share ("Common Stock") at $48.12 (~$3.54M)
  • · 10% owner Western States Regional Joint Board, Workers United sold 15,000 Common Stock at $47.28 (~$709K)
  • · 10% owner Western States Regional Joint Board, Workers United sold 44,244 Common Stock at $48.19 (~$2.13M)
Amalgamated Financial Corp. 4 negative materiality 4/10

02-09-2026

10% owner Workers United sold 73,535 Common Stock, par value $0.01 per share ("Common Stock") at $48.12 (~$3.54M). Workers United holds 6,988,726.93 shares after the transaction.

  • · 10% owner Workers United sold 73,535 Common Stock, par value $0.01 per share ("Common Stock") at $48.12 (~$3.54M)
  • · 10% owner Workers United sold 15,000 Common Stock at $47.28 (~$709K)
  • · 10% owner Workers United sold 44,244 Common Stock at $48.19 (~$2.13M)
KULICKE & SOFFA INDUSTRIES INC 4 neutral materiality 5/10

02-09-2026

CFO Wong Lester A was awarded 6,038 Common Stock. Wong Lester A holds 56,781 shares after the transaction.

  • · CFO Wong Lester A was awarded 6,038 Common Stock
SCHWAB CHARLES CORP 4 negative materiality 6/10

02-09-2026

MD, Head Wealth Adv, Bnk, Tst Hathi Neesha sold 3,177 Common Stock at $109.04 (~$346K). Hathi Neesha holds 5,770 shares after the transaction. Trades executed under a Rule 10b5-1 plan.

  • · MD, Head Wealth Adv, Bnk, Tst Hathi Neesha exercised/converted 3,177 Common Stock at $52.05 (~$165K)
  • · MD, Head Wealth Adv, Bnk, Tst Hathi Neesha sold 3,177 Common Stock at $109.04 (~$346K)
  • · MD, Head Wealth Adv, Bnk, Tst Hathi Neesha exercised/converted 3,177 Nonqualified Stock Option (right to buy)
Structure Therapeutics Inc. 4 negative materiality 6/10

02-09-2026

CHIEF SCIENTIFIC OFFICER Lin Xichen sold 4,539 American Depositary Shares at $47.20 (~$214K). 7 transactions reported in total. Lin Xichen holds 228,960 shares after the transaction. Trades executed under a Rule 10b5-1 plan.

  • · CHIEF SCIENTIFIC OFFICER Lin Xichen exercised/converted 17,817 Ordinary Shares at $0.34 (~$6.06K)
  • · CHIEF SCIENTIFIC OFFICER Lin Xichen exercised/converted 17,817 Ordinary Shares
  • · CHIEF SCIENTIFIC OFFICER Lin Xichen exercised/converted 17,817 Share Option (right to buy)
  • · CHIEF SCIENTIFIC OFFICER Lin Xichen exercised/converted 5,939 American Depositary Shares
  • · CHIEF SCIENTIFIC OFFICER Lin Xichen sold 1,300 American Depositary Shares at $45.86 (~$59.6K)
  • · CHIEF SCIENTIFIC OFFICER Lin Xichen sold 4,539 American Depositary Shares at $47.20 (~$214K)
  • · CHIEF SCIENTIFIC OFFICER Lin Xichen sold 100 American Depositary Shares at $47.83 (~$4.78K)
GCI Liberty, Inc. 4 neutral materiality 6/10

02-09-2026

Director MALONE JOHN C disposed of 13,400 Call option (obligation to sell). 6 transactions reported in total.

  • · Director MALONE JOHN C disposed of 13,400 Call option (obligation to sell)
  • · Director MALONE JOHN C exercised/converted 13,400 Put option (right to sell)
  • · Director MALONE JOHN C disposed of 13,400 Call option (obligation to sell)
  • · Director MALONE JOHN C exercised/converted 13,400 Put option (right to sell)
  • · Director MALONE JOHN C disposed of 13,400 Call option (obligation to sell)
  • · Director MALONE JOHN C exercised/converted 13,400 Put option (right to sell)
Klotho Neurosciences, Inc. SC 13G neutral materiality 5/10

02-09-2026

Davidson Kempner Capital Management LP and related entities filed a Schedule 13G disclosing beneficial ownership of 400,410 shares of Greenland Mines Ltd (formerly Klotho Neurosciences, Inc.), representing 8.32% of the company's outstanding common stock as of August 26, 2026. The filing is a routine disclosure of a passive stake (under Rule 13d-1(c)), with the filers certifying the securities were not acquired to influence control of the issuer.

  • · The filing is made under Rule 13d-1(c), indicating a passive investment intent (not for control or influence).
  • · The company changed its name from Klotho Neurosciences, Inc. to Greenland Mines Ltd on October 1, 2024.
  • · The outstanding share count of 4,809,796 is based on the company's prospectus filed August 27, 2026, after giving effect to an offering.
RxSight, Inc. 4 negative materiality 4/10

02-09-2026

Chief Medical Officer Kurtz Ronald M MD sold 5,100 Common Stock at $6.96 (~$35.5K). Kurtz Ronald M MD holds 71,775 shares after the transaction.

  • · Chief Medical Officer Kurtz Ronald M MD exercised/converted 13,425 Common Stock
  • · Chief Medical Officer Kurtz Ronald M MD sold 5,100 Common Stock at $6.96 (~$35.5K)
  • · Chief Medical Officer Kurtz Ronald M MD exercised/converted 13,425 Restricted Stock Unit
RxSight, Inc. 4 negative materiality 6/10

02-09-2026

Chief Financial Officer Wilterding Mark sold 7,765 Common Stock at $6.96 (~$54K). Wilterding Mark holds 25,049 shares after the transaction.

  • · Chief Financial Officer Wilterding Mark exercised/converted 20,441 Common Stock
  • · Chief Financial Officer Wilterding Mark sold 7,765 Common Stock at $6.96 (~$54K)
  • · Chief Financial Officer Wilterding Mark exercised/converted 20,441 Restricted Stock Unit
RxSight, Inc. 4 negative materiality 4/10

02-09-2026

Chief Operating Officer Goldshleger Ilya sold 2,041 Common Stock at $6.96 (~$14.2K). Goldshleger Ilya holds 81,509 shares after the transaction.

  • · Chief Operating Officer Goldshleger Ilya exercised/converted 5,370 Common Stock
  • · Chief Operating Officer Goldshleger Ilya sold 2,041 Common Stock at $6.96 (~$14.2K)
  • · Chief Operating Officer Goldshleger Ilya exercised/converted 5,370 Restricted Stock Unit
RxSight, Inc. 4 negative materiality 3/10

02-09-2026

See remarks Weinberg Eric sold 2,041 Common Stock at $6.96 (~$14.2K). Weinberg Eric holds 200,348 shares after the transaction.

  • · See remarks Weinberg Eric exercised/converted 5,370 Common Stock
  • · See remarks Weinberg Eric sold 2,041 Common Stock at $6.96 (~$14.2K)
  • · See remarks Weinberg Eric exercised/converted 5,370 Restricted Stock Unit
XWELL, Inc. 4 neutral materiality 4/10

02-09-2026

Director WEINSTEIN ROBERT was awarded 50,000 Common Stock. WEINSTEIN ROBERT holds 265,231 shares after the transaction.

  • · Director WEINSTEIN ROBERT was awarded 50,000 Common Stock
XWELL, Inc. 4 neutral materiality 4/10

02-09-2026

Director Bernstein Bruce was awarded 500,000 Common Stock. Bernstein Bruce holds 839,882 shares after the transaction.

  • · Director Bernstein Bruce was awarded 500,000 Common Stock
XWELL, Inc. 4 neutral materiality 4/10

02-09-2026

Director Lebowitz Michael was awarded 50,000 Common Stock. Lebowitz Michael holds 261,122 shares after the transaction.

  • · Director Lebowitz Michael was awarded 50,000 Common Stock
Rackspace Technology, Inc. 4 negative materiality 3/10

02-09-2026

Chief Financial Officer Marino Mark A. sold 51,373 Common Stock at $2.95 (~$152K). Marino Mark A. holds 2,865,853 shares after the transaction. Trades executed under a Rule 10b5-1 plan.

  • · Chief Financial Officer Marino Mark A. sold 51,373 Common Stock at $2.95 (~$152K)
Rackspace Technology, Inc. 4 negative materiality 3/10

02-09-2026

EVP, President, Public Cloud SINHA DHARMENDRA KUMAR sold 107,002 Common Stock at $2.95 (~$316K). SINHA DHARMENDRA KUMAR holds 3,263,429 shares after the transaction. Trades executed under a Rule 10b5-1 plan.

  • · EVP, President, Public Cloud SINHA DHARMENDRA KUMAR sold 107,002 Common Stock at $2.95 (~$316K)
Rackspace Technology, Inc. 4 negative materiality 3/10

02-09-2026

Chief Executive Officer Kandiah Gajakarnan Vibushanan sold 8,258 Common Stock at $2.95 (~$24.4K). Kandiah Gajakarnan Vibushanan holds 4,183,683 shares after the transaction. Trades executed under a Rule 10b5-1 plan.

  • · Chief Executive Officer Kandiah Gajakarnan Vibushanan sold 8,258 Common Stock at $2.95 (~$24.4K)
Diversified Energy Co 8-K neutral materiality 6/10

03-09-2026

Diversified Energy Company announced the acquisition of Birch Permian Holdings, Inc. and affiliated companies on September 2, 2026. The deal was disclosed via a press release and an investor presentation posted on the company's website. No financial terms or performance metrics were provided in the filing.

  • · The acquisition target is Birch Permian Holdings, Inc. and certain affiliated companies.
  • · An investor presentation was posted on the company's website at www.div.energy under the 'Presentations' tab.
  • · The press release is furnished as Exhibit 99.1 and incorporated by reference into Item 7.01.
BRP Inc. 6-K neutral materiality 3/10

03-09-2026

BRP Inc. filed its unaudited condensed consolidated interim financial statements and MD&A for the three- and six-months ended July 31, 2026, via a Form 6-K with the SEC. The filing includes certifications from the CEO and CFO under Regulation 52-109F2. No specific financial figures or performance trends are disclosed in the cover filing itself.

  • · Filing includes Exhibits 99.1 (Financial Statements) and 99.2 (MD&A) for the three- and six-months ended July 31, 2026.
  • · Certifications under Regulation 52-109F2 were provided by the CEO and CFO.
  • · The registrant files annual reports under Form 40-F.
ORIX CORP 6-K positive materiality 6/10

03-09-2026

ORIX CORP disclosed the status of its share repurchase program authorized on May 11, 2026, under which up to 100 million shares (approx. 9.1% of outstanding) for up to ¥250 billion may be bought back through March 31, 2027. As of August 31, 2026, the company had repurchased 18,052,000 shares for ¥114.1 billion, including 5,667,000 shares for ¥35.6 billion in August alone. The buyback is proceeding at a steady pace, with 18% of the authorized shares and 46% of the authorized amount utilized in the first three months.

  • · Repurchase period runs from May 22, 2026 to March 31, 2027.
  • · Method: market purchases via discretionary dealing contract.
  • · August 2026 repurchase: 5,667,000 shares for ¥35.6 billion.
KOREA ELECTRIC POWER CORP 6-K neutral materiality 6/10

03-09-2026

Korea Electric Power Corp (KEP) issued a 6-K filing on September 3, 2026, to clarify a media report about a proposed merger of its five power generation subsidiaries into a single entity, as part of the Korean Government's 'Plan for Functional Reform of Public Institutions.' The company states that specific details are not yet determined and will be re-disclosed within one month. No financial figures or performance metrics are provided in this filing.

  • · The merger proposal involves five power generation subsidiaries of KEP.
  • · The announcement was made by the Korean Government on September 3, 2026.
  • · KEP will re-disclose specific details within one month from the filing date.
Hafnia Ltd 6-K neutral materiality 3/10

03-09-2026

Hafnia Limited filed a Form 6-K with the SEC on September 3, 2026, disclosing the accelerated vesting of share options and restricted share units under its long-term incentive plan. The announcement was made via a press release attached as Exhibit 99.1. No financial figures were provided in the filing, and the event appears to be a routine corporate governance update with no immediate financial impact disclosed.

  • · The filing is incorporated by reference into Hafnia's Form F-3 registration statement (File No. 333-287637), effective May 29, 2025.
  • · The press release is dated September 3, 2026, and the filing was signed by CFO Petrus Wouter Van Echtelt.
ICICI BANK LTD 6-K positive materiality 6/10

03-09-2026

ICICI Bank Ltd completed the acquisition of an additional 2% stake in its subsidiary ICICI Prudential Life Insurance Company Ltd for approximately ₹14.70 billion (about $177 million) through open market purchases between July 22 and September 2, 2026. This increases ICICI Bank's shareholding in ICICI Life from around 50.8% to approximately 52.8%. The transaction was executed via stock exchange mechanisms in multiple tranches.

  • · The acquisition was executed through the stock exchange mechanism in multiple tranches between July 22, 2026 and September 2, 2026.
  • · The shares have a face value of ₹10 each.
  • · The stake percentage is based on ICICI Life's equity share capital as of June 30, 2026.
  • · This filing follows prior disclosures on February 28, 2026 and June 24, 2026 regarding the planned acquisition.
Baozun Inc. 6-K neutral materiality 1/10

03-09-2026

Baozun Inc. filed a Form 6-K with the SEC to disclose its submission of a monthly return to the Hong Kong Stock Exchange regarding movements in its authorized share capital and issued shares during August 2026. The filing is a routine administrative disclosure with no financial results or material business developments. The report includes a standard safe harbor statement regarding forward-looking statements.

  • · The monthly return was dated September 3, 2026 and covers share movements for August 2026.
  • · The filing is made under Commission File Number 001-37385.
  • · Baozun files annual reports on Form 20-F.
HUTCHMED (China) Ltd 6-K neutral materiality 6/10

03-09-2026

HUTCHMED (China) Limited announced a licensing agreement with GSK for a KRAS-EGFR-antibody conjugate cancer therapy. The agreement was disclosed via a Form 6-K filing with the SEC on September 3, 2026. No financial terms or other quantitative details were provided in the filing.

  • · The filing is a Form 6-K for the month of September 2026.
  • · The registrant's address is 48th Floor, Cheung Kong Center, 2 Queen’s Road Central, Hong Kong.
  • · The registrant files annual reports under Form 20-F.
Artificial Intelligence Technology Solutions Inc. 8-K neutral materiality 3/10

03-09-2026

AITX issued a press release summarizing CEO Steven Reinharz's remarks from a September 2, 2026 investor 'Ask Me Anything' session. Topics included the ROAMEO platform, demand and manufacturing constraints, dilution, previously announced cost reductions, and operational objectives. The filing is a Regulation FD disclosure and does not contain financial results or period-over-period comparisons.

  • · Press release is a summary of oral remarks, not a transcript.
  • · Cost reductions were previously announced on August 3, 2026.
  • · Session replay and website contents are not incorporated by reference into the filing.
Alchemy Investments Acquisition Corp 1 8-K neutral materiality 3/10

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.
ALTERITY THERAPEUTICS LTD 6-K neutral materiality 1/10

03-09-2026

Alterity Therapeutics Ltd, a development-stage enterprise, filed a Form 6-K with the SEC on September 3, 2026, announcing it will present at the Cantor Global Healthcare Conference. The filing is a routine foreign issuer report and does not contain any financial results or material operational updates.

TOYOTA MOTOR CORP/ 6-K positive materiality 6/10

03-09-2026

Toyota Motor Corporation announced a share repurchase program authorizing the buyback of up to 500 million shares for a maximum total purchase price of JPY 1,000 billion (approx. USD 6.8B) over a one-year period starting August 5, 2026. As of August 31, 2026, the company had repurchased 28,211,700 shares at a cost of JPY 86,494,175,900 (approx. USD 588M), representing about 5.6% of the authorized amount by value. The buyback is being executed through open market purchases.

  • · The repurchase program runs from August 5, 2026 to August 4, 2027.
  • · The repurchases are conducted through open market purchases.
  • · The initial repurchase period (Aug 5–31, 2026) consumed about 5.6% of the total authorized amount by value.
Inventiva S.A. 6-K neutral materiality 1/10

03-09-2026

Inventiva S.A. filed a Form 6-K with the SEC on September 2, 2026, attaching a press release issued the same day. The filing provides no financial or operational details beyond the existence of the press release.

  • · Filing is a Form 6-K (foreign private issuer report) for the month of September 2026.
  • · The press release is dated September 2, 2026, and is attached as Exhibit 99.1.
  • · The registrant's principal executive offices are located at 50 rue de Dijon, 21121 Daix, France.
TECHPRECISION CORP DEF 14A neutral materiality 5/10

03-09-2026

TechPrecision Corporation filed a DEF 14A proxy statement for its 2026 Annual Meeting of Stockholders to be held virtually on September 29, 2026. The agenda includes the election of five directors, ratification of CBIZ CPAs P.C. as independent auditor for FY2027, an advisory vote on named executive officer compensation, and approval of an amended and restated 2016 Equity Incentive Plan. As of the record date (August 27, 2026), there were 10,133,261 shares of common stock outstanding and entitled to vote.

  • · Annual Meeting will be held virtually on September 29, 2026 at 10:00 a.m. Eastern Time.
  • · Record date for voting is August 27, 2026.
  • · Directors are elected by a majority of votes cast (uncontested election); a director receiving more 'AGAINST' than 'FOR' votes must tender resignation to the Board.
  • · Proposals 1 (election of directors), 3 (advisory vote on executive compensation), and 4 (equity plan amendment) are non-routine; brokers lack discretionary authority on these.
  • · Proposal 2 (ratification of auditor) is routine; brokers may vote uninstructed shares.
  • · The proxy statement and annual report are available at http://www.techprecision.com/reports_and_proxy.html.
Ming Shing Group Holdings Ltd 6-K neutral materiality 9/10

03-09-2026

Ming Shing Group Holdings Ltd closed the acquisition of Meals Through Seasons Limited for an aggregate consideration of $510,000,000, payable entirely in securities (150 million Class A ordinary shares valued at $150 million and $360 million in unsecured convertible promissory notes). The notes are divided into three annual performance tranches of $120 million each, convertible only if the company achieves at least 50% of forecast net profit after tax for the corresponding year. No cash was paid, and the notes carry no interest, no fixed maturity, and no mandatory redemption, but conversion is capped at 24% of total voting rights on a fully diluted basis.

  • · The notes have no fixed maturity date and no mandatory redemption; they remain outstanding unless converted, redeemed, repurchased, or cancelled.
  • · Conversion price is $1.00 per share, subject to anti-dilution adjustments for stock dividends, splits, and reclassifications.
  • · If a performance tranche fails to meet the 50% NPAT threshold, it remains outstanding but never becomes convertible, even if later years meet the threshold.
  • · The company has no obligation to repay principal on any fixed date and may not redeem or repurchase notes without holder consent.
  • · The notes rank pari passu with all other unsecured unsubordinated obligations of the company.
Texas Ventures Acquisition III Corp 425 positive materiality 9/10

03-09-2026

Texas Ventures Acquisition III Corp (TVACW) entered into a Merger Agreement on September 2, 2026 to acquire Plus Automation, Inc. in a business combination valuing the target at an $800 million pre-money equity value. The transaction involves a domestication from Cayman Islands to Delaware, a name change to 'PlusAI Holdings, Inc.', and the issuance of up to 70 million earnout shares based on stock price targets. The deal is subject to shareholder approvals and other customary closing conditions.

  • · The Merger Agreement was entered into on September 2, 2026, with the report filed on August 27, 2026.
  • · The transaction involves a two-step merger: Merger Sub I merges into the Company, then the surviving corporation merges into Merger Sub II.
  • · TVA will domesticate from a Cayman Islands exempted company to a Delaware corporation and change its name to 'PlusAI Holdings, Inc.'.
  • · Each SPAC Class B Ordinary Share will convert into a SPAC Class A Ordinary Share immediately prior to domestication.
  • · Company Class B Common Stock holders will receive SPAC Class B Common Stock with 20 votes per share.
  • · Certain preferred stock and option conversions will result in SPAC Class C Common Stock with one-quarter vote per share.
  • · Earnout Shares are issuable in three tranches (23,330,000; 23,330,000; 23,340,000) based on VWAP targets over any 20 trading days within 180 consecutive trading days during the 5-year earnout period.
  • · Company Options and RSUs will be assumed and converted into Exchanged Options and Exchanged RSUs of Domesticated SPAC.
  • · The Exchange Ratio is calculated as (Equity Value + aggregate exercise price of vested Company Options) divided by (total fully diluted shares) divided by $10.00.
  • · The filing is a Form 8-K under Rule 425, classified as M&A communications.
Texas Ventures Acquisition III Corp 8-K mixed materiality 9/10

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.
Passage BIO, Inc. S-4/A negative materiality 8/10

03-09-2026

Passage BIO, Inc. filed an S-4/A registration statement on September 3, 2026, containing its annual and interim financial statements. For the year ended December 31, 2025, the company reported no revenue and continued to incur significant operating losses, with accumulated deficit reaching approximately $1.5 billion. The company's cash and investments position was approximately $0.05 billion as of June 30, 2026, highlighting ongoing cash burn and reliance on capital markets for funding.

  • · The company had no revenue for the years ended December 31, 2025 and 2024.
  • · Net loss for the six months ended June 30, 2026 was not explicitly stated but the company continues to report operating losses.
  • · The company's cash and investments remained flat at $50M from December 31, 2025 to June 30, 2026.
  • · The company has an accumulated deficit of approximately $1.5 billion as of December 31, 2025.
  • · The company entered into an arrangement with Gemma Biotherapeutics Inc. in July 2024.
  • · The company has sublease agreements for office space and laboratory space.
  • · The company has a history of net losses and expects to continue incurring losses.
  • · The company's independent registered public accounting firm has expressed substantial doubt about its ability to continue as a going concern.
Passage BIO, Inc. 425 positive materiality 9/10

03-09-2026

Passage Bio, Inc. entered into an Amended and Restated Merger Agreement with Remix Therapeutics on September 2, 2026, restructuring the transaction into a two-step merger to qualify as a tax-free reorganization. The deal includes a concurrent private placement financing of approximately $70.0 million through the sale of Remix common stock and/or pre-funded warrants at $1.3861 per share. The economic terms of the original agreement remain unchanged, with the outside date set for December 24, 2026, and the combined company's cash expected to fund operations into 2028.

  • · The Amended and Restated Merger Agreement restructures the original deal into a two-step merger to qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code.
  • · The concurrent private placement financing is for approximately $70.0 million, with a per-share price of $1.3861 and a per-pre-funded-warrant price of $1.3860.
  • · The combined company expects its cash to fund operations into 2028.
  • · The outside date for closing the transaction is December 24, 2026.
  • · The board of directors of both Passage Bio and Remix have approved and recommended the transaction to their respective stockholders.
  • · A Registration Rights Agreement will be entered into, requiring the combined company to file a resale registration statement within 30 days after the Second Merger and use commercially reasonable efforts to have it effective within 90 days (or 120 days in case of a full SEC review).
Passage BIO, Inc. 8-K neutral materiality 9/10

03-09-2026

Passage Bio, Inc. (PASG) has entered into an amended and restated merger agreement to acquire Remix Therapeutics, Inc. through a two-step merger process, with Remix ultimately becoming a wholly owned subsidiary of Passage. The transaction is supported by stockholder support agreements and lock-up agreements from key stakeholders in both companies, and includes a concurrent financing via a subscription agreement. The deal is subject to stockholder approvals and regulatory conditions.

  • · The merger agreement was originally dated June 24, 2026 and amended and restated on September 2, 2026.
  • · The transaction involves a first merger of Peregrine Merger Sub, Inc. with and into Remix, followed by a second merger of Remix into Peregrine Merger Sub II, LLC.
  • · Stockholder support agreements and lock-up agreements were executed concurrently with the amended agreement.
  • · A concurrent financing is being conducted through an Amended and Restated Subscription Agreement for the purchase of Remix Common Stock and/or pre-funded warrants.
Andretti Acquisition Corp. II DEFA14A neutral materiality 5/10

03-09-2026

Andretti Acquisition Corp. II entered into additional non-redemption agreements with new investors on September 1–2, 2026, under which Pubco would issue up to 550,000 Pubco Shares (if a business combination closes by June 9, 2027) plus up to 183,334 additional shares (if closed after that date) in exchange for investors agreeing not to redeem up to 2,200,000 public shares. These agreements supplement prior non-redemption agreements covering up to 900,000 Pubco Shares and 300,000 additional shares linked to 3,600,000 non-redeemed shares. The aim is to increase funds remaining in the trust account following the special meeting to extend the combination deadline to September 9, 2027.

  • · The special meeting is scheduled for September 8, 2026 at 10:00 a.m. Eastern Time.
  • · Non-redemption agreements will terminate if the Extension is not approved, the Company decides not to proceed, or the Investor exercises redemption rights for the non-redeemed shares.
  • · The Company may enter into additional similar non-redemption agreements before the special meeting.
Ribbon Acquisition Corp. 8-K mixed materiality 9/10

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.
Andretti Acquisition Corp. II 8-K mixed materiality 7/10

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.
Bleichroeder Acquisition Corp. III 425 positive materiality 8/10

03-09-2026

Bleichroeder Acquisition Corp. III filed a 425 communication containing social media posts from Ursa Major Technologies, including a CNBC interview transcript. In the interview, CEO Chris Spagnoletti announced that Ursa Major intends to go public in Q1 2027 via a SPAC merger with Inflection Point, having raised $350 million in a PIPE, with Inflection Point backing $100 million. The filing also includes standard forward-looking statements and risk factors regarding the proposed business combination.

  • · Ursa Major intends to go public in Q1 2027 via a SPAC merger with Inflection Point.
  • · The SPAC entity will be renamed 'Inflection Point Mach X Bleichroeder Corp.' and will redomesticate from the Cayman Islands to Delaware.
  • · The filing includes a transcript of a CNBC 'The Exchange' broadcast from August 25, 2026.
  • · CEO stated demand for hypersonic systems and solid rocket motors is at an all-time high.
  • · The U.S. currently has only two suppliers for solid rocket motors (Northrop and Aerojet), and the government is seeking additional sources like Ursa Major.
  • · There are currently no fielded hypersonic munition systems in the U.S.
  • · The filing includes standard risk factors including potential failure to consummate the business combination, shareholder approval risks, and regulatory changes.
Scienjoy Holding Corp 6-K neutral materiality 7/10

03-09-2026

Scienjoy Holding Corp (NASDAQ: SJ) announced it has entered a sale and purchase agreement to acquire a 29.9% stake in Leader Education Limited (HKSE: 1449.HK) for HK$102.69 million (approx. US$13.1 million) through its wholly-owned subsidiary Scienjoy Innovation Labs Inc. The transaction is a related-party deal as Scienjoy's independent director Jun Lu is also an executive director of Leader Education. The acquisition is subject to several conditions including satisfactory due diligence, regulatory consents, and continued listing of Leader Education shares on the Hong Kong Stock Exchange.

  • · The transaction is a related-party transaction because Scienjoy's independent director Jun Lu is also an executive director of Leader Education.
  • · Conditions to closing include: satisfactory due diligence, no material breach of warranties by Shuren, all necessary waivers/consents/notifications, continued listing of Leader Education shares on HKEX Main Board, and no trading suspension of Leader Education shares for more than ten consecutive business days.
  • · Closing is expected five business days after the last condition is satisfied or waived.
  • · Scienjoy has been developing intelligent solutions for education, including capabilities for unified development and management of course content, administrative systems, and teaching/research outcomes.
  • · Leader Education operates Heilongjiang College of Business and Technology, a private undergraduate institution, and has invested in two vocational schools in the Yangtze River Delta and Beijing-Tianjin-Hebei regions.
KT CORP 6-K neutral materiality 1/10

03-09-2026

KT Corporation filed a Form 6-K with the SEC on September 3, 2026, signed by Sun Wook Kim (IRO) and Sanghyun Cho (IR Team Leader). The filing contains no financial data, operational updates, or material events beyond the routine foreign issuer report.

Columbus Circle Capital Corp II 425 positive materiality 8/10

03-09-2026

Elroy Air, the target of a proposed business combination with Inflection Point Acquisition Corp. VII (IPAC), announced the completion of the first autonomous, uncrewed flights under the U.S. DOT/FAA eVTOL Integration Pilot Program (eIPP). The Chaparral drone, capable of carrying 500+ lbs over 450 miles, conducted a week of successful test flights in Louisiana, carrying various cargo including medical supplies and spare parts. The company reports a commercial demand pipeline of over 1,400 aircraft representing more than $5 billion in potential revenue, with the first production aircraft planned for late 2026 and initial customer deliveries in 2027. The SPAC merger is expected to close in Q4 2026, with Elroy Air listing on Nasdaq.

  • · The flights were conducted at Houma-Terrebonne Airport in Louisiana, one of the busiest rotorcraft airports in the U.S., under Air Traffic Control oversight.
  • · Payloads during test flights weighed at least 150 pounds and included packages, medical supplies, toolboxes, food, and water.
  • · The eIPP is a three-year program that will test various aircraft systems, with Elroy Air focusing on beyond-visual-line-of-sight operations.
  • · Kratos Defense & Security Solutions is the exclusive U.S. manufacturer of Chaparral, producing the aircraft at its Sacramento, California facility.
  • · The first production aircraft is planned for late 2026, with initial customer deliveries expected in 2027.
  • · Elroy Air's key customers include Bristow Group (100 pre-ordered aircraft), The Barq Group ($200M JV), SLI Aerospace (up to 40 aircraft), the U.S. Defense Department, and FedEx.
Cygnus Capital Advisors, LLC 13F-HR neutral materiality 5/10

03-09-2026

Cygnus Capital Advisors, LLC filed its 13F-HR for the quarter ended June 30, 2026, reporting 92 holdings with a total market value of approximately $147.2 million. The fund's largest positions include Newell Brands, Office Properties Income Trust, and TripAdvisor, while it also holds significant stakes in smaller, speculative names. The filing reflects a diversified portfolio across sectors, but no period-over-period comparison is available as this is a single-quarter snapshot.

  • · Top holdings by value: Newell Brands ($7,348K), Office Properties Income Trust ($6,607K), Accenture ($5,236K), TripAdvisor ($5,014K), CBIZ ($5,236K).
  • · Largest share counts: Alight Inc (5,949,788 shares), SunPower Inc (1,562,251 shares), Newell Brands (1,196,752 shares), Seritage Growth Properties (1,119,201 shares).
  • · Portfolio includes speculative positions in micro-caps such as Actelis Networks, Arrive AI, and Nuburu.
  • · Holds leveraged ETF: Leverage Shares 2x Long Adobe Daily ETF.
  • · Includes international exposure via ADRs and foreign listings (e.g., Alibaba, JD.com, Novo Nordisk, VEON).
NICOLA MINING INC. 6-K neutral materiality 2/10

03-09-2026

Nicola Mining Inc. filed a Form 6-K with the SEC on September 3, 2026, for the month of August 2026, submitting a material change report dated August 28, 2026. The filing is a routine foreign issuer report and does not contain any financial results or operational metrics.

  • · The material change report is dated August 28, 2026.
  • · The report is incorporated by reference into the company's F-10 registration statement (File No. 333-293048).
  • · The company files annual reports under Form 40-F.
NEWS CORP 8-K neutral materiality 2/10

03-09-2026

News Corp filed an 8-K on September 3, 2026, disclosing its daily repurchase program disclosures to the Australian Securities Exchange (ASX). The company is authorized to repurchase up to $1 billion in aggregate of its Class A and Class B common stock. The filing is a routine procedural update with no new financial results or material events.

  • · The repurchase program is conducted under ASX rules requiring daily disclosure of transactions.
  • · The filing includes forward-looking statements regarding the company's intent to repurchase shares from time to time.
  • · Exhibits 99.1 and 99.2 contain the ASX disclosures for the respective dates.
Inter & Co, Inc. 6-K neutral materiality 5/10

03-09-2026

Inter & Co, Inc. filed a Form 6-K with the SEC on September 2, 2026, disclosing that the CVM Board of Commissioners has decided to discontinue the company's Sponsored Level II BDR Program. This regulatory decision will terminate the Brazilian Depositary Receipt program, which may affect the company's capital market strategy and investor base in Brazil.

  • · The discontinuation was decided by the CVM Board of Commissioners.
  • · The filing is for the month of August 2026.
  • · The company's registered office is in the Cayman Islands, with principal executive offices in Belo Horizonte, Brazil.
NATIONAL STEEL CO 6-K neutral materiality 5/10

03-09-2026

Companhia Siderúrgica Nacional (CSN) announced a leadership transition, with Benjamin Steinbruch moving to Chairman of the Board and Fabio Schvartsman appointed as CEO, effective September 3, 2026. The filing contains no financial data or performance metrics.

  • · The leadership changes were approved by the Board of Directors on September 2, 2026.
  • · The filing is a Material Fact disclosure under Brazilian corporate law and CVM Resolution No. 44/2021.

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