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US Merger & Acquisition SEC Filings — April 10, 2026

USA M&A & Takeover Activity

14 high priority14 total filings analysed

Executive Summary

The 14 filings reveal a surge in SPAC activity with 5 new IPOs/extensions/appointments signaling renewed M&A appetite in blank-check vehicles targeting tech, private credit, and advanced materials, amid 3 director resignations and 1 delisting highlighting sector churn. Actual M&A progressed with BiomX's acquisition of Zorronet (AI defense tech) from Nukkleus, FG Merger's Boxabl deal extension to July 31, 2026, and Compass Digital's merger with Key Mining, while Ashford Hospitality's $40.5M hotel sale improved pro forma operating income 18.5% YoY to $137.9M and narrowed net loss 10.7% to $(191.8M). Jet.AI's 1-for-200 reverse split reduced shares 99.5% to maintain Nasdaq compliance, freeing shares for potential future deals. No broad insider trading activity noted, but board additions in Iron Horse, T-REX convey management conviction; sentiments skew positive/neutral (10/14) with SPAC governance tweaks dominating. Portfolio-level trends show asset sales/debt reductions enhancing balance sheets (e.g., Ashford net debt -1.6% pro forma), positioning for M&A catalysts. Distressed signals in Quetta (MVLS failure post-180 days) contrast bullish IPO momentum ($350M+ raised), implying selective opportunities in dealflow-ready SPACs vs. fading ones.

Tracking the trend? Catch up on the prior US Merger & Acquisition SEC Filings digest from April 03, 2026.

Investment Signals(12)

  • $200M IPO priced at $10/unit (20M units), targeting $750M+ EV private credit firms, Nasdaq trading starts April 7, 45-day overallotment

  • $150M IPO (15M units at $10), focuses advanced tech/software/automation, Nasdaq debut April 7 with warrants/rights, ARC Group manager

  • Appointed Thayer Wade (ex-Morgan Stanley, $100B AUM growth) to board/Audit/Comp committees effective April 8, Rule 425 flags potential M&A

  • BiomX Inc(BULLISH)

    Completed Zorronet acquisition entering $81B defense AI market (IDF/Elbit clients), complements DFSL C-UAS option, 100% ownership

  • Monetized Zorronet via BiomX sale for 1.3M PHGE shares (16.57% stake) + $1.25M note, FY2026 earnout (125% rev/8x EBITDA by Mar 2027)

  • Added David McPhail (38yrs IIoT/automation) to board April 10, enhances crypto mining ops on OTCQB

  • $40.5M hotel sale repays $40M debt, pro forma op income +18.5% YoY to $137.9M, net loss -10.7% to $(191.8M), EPS improves to $(32.11)

  • Extended Boxabl merger key date to July 31, 2026, $20/share trigger for early lock-up release pre-May 6, 10.3M shares outstanding

  • Jan 6 merger with Key Mining (Chile/US minerals) to form Titan Holdings, investor presentation furnished

  • Auditor switch to HCL (no disagreements 2023-24), audit committee approved, WWC concurs

  • Jet.AI Inc(BULLISH)

    1:200 reverse split effective April 8 reduces shares 99.5% to 646K, maintains Nasdaq bid price compliance, frees shares for M&A

  • Director resignation April 7 with no disagreements, neutral churn in blank-check prep

Risk Flags(10)

Opportunities(10)

Sector Themes(6)

  • SPAC IPO Surge

    2 major IPOs ($350M total: ACP $200M, Apogee $150M) + extensions signal blank-check renaissance targeting tech/credit/minerals, 45-day overallotments add 22.5% upside [Bullish M&A pipeline]

  • Board Churn in SPACs

    5/11 SPACs with changes (3 resigns neutral, 2 appts positive: Iron Horse/T-REX), averages low materiality (4-6/10) but preps dealflow [Neutral governance refresh]

  • AI/Defense M&A Momentum

    BiomX/Nukkleus Zorronet deal ($81B TAM) highlights cross-border tech transfers, IDF/Elbit validation vs. BiomX biotech pivot [High-growth adjacency]

  • Distress Signals in Microcaps

    Quetta delisting + Jet.AI 99.5% share cut + resignations (AltEnergy/DT Cloud) show MVLS/holder failures, contrasts IPO strength [Selective short opportunities]

  • Asset Sales Delever

    Ashford $40.5M sale +$21.8M gain lifts op income 18.5% pro forma, debt -1.6%, pattern for hospitality M&A prep [Balance sheet optimization]

  • Merger Extensions/Triggers

    FG Boxabl to July 31 + $20 lock-up unlock pre-May 6, Compass Jan merger ongoing, reduces near-term termination risk [Catalyst extension]

Watch List(8)

Filing Analyses(14)
Hudson Acquisition I Corp.8-Kneutralmateriality 6/10

10-04-2026

Hudson Acquisition I Corp., a blank check company, dismissed WWC, P.C. as its independent registered public accounting firm on April 8, 2026, effective immediately, and appointed HCL, PLLC as its new auditor for the fiscal year ending December 31, 2025. There were no disagreements with WWC on accounting principles, financial disclosures, or auditing scope during fiscal years 2023 and 2024, nor any reportable events, and WWC concurs with the company's statements in the filing. The change was approved by the audit committee.

  • ·WWC's audit reports for fiscal years ended December 31, 2024 and December 31, 2023 were not adverse, qualified, or modified.
  • ·No prior consultations with HCL regarding accounting principles, audit opinions, disagreements, or reportable events.
  • ·Company provided WWC with disclosure copy; WWC's concurring letter dated April 9, 2026 attached as Exhibit 16.1.
Iron Horse Acquisition II Corp.8-Kpositivemateriality 6/10

10-04-2026

Iron Horse Acquisition II Corp. (IRHO), a Cayman Islands-based blank check company (SPAC), appointed Thayer Wade as an independent director to its board effective April 8, 2026, with service on the Audit, Compensation, and Nominating and Corporate Governance Committees. Mr. Wade brings expertise as co-founder of Epiphany Family LLC (since December 2023), prior roles at Vestria Capital, Morgan Stanley (where he contributed to launching the RIA channel growing to over $100 billion AUM), and Maximus, Inc. The filing under Item 5.02 is a Rule 425 communication, suggesting context related to potential merger or acquisition activity.

  • ·Thayer Wade's prior roles: Senior Associate at Vestria Capital (March 2022 - January 2024); Assistant Vice President at Morgan Stanley in strategy and corporate development
  • ·Thayer Wade holds A.B. cum laude in engineering from Harvard with secondary in American government and political philosophy
  • ·Securities: IRHOU (Units), IRHO (Ordinary shares, $0.0001 par), IRHOR (Rights to 1/10 ordinary share), all on Nasdaq
FG Merger II Corp.8-Kneutralmateriality 8/10

10-04-2026

FG Merger II Corp. (Acquiror), FG Merger Sub II Inc., and Boxabl Inc. executed a Second Amendment to their Agreement and Plan of Merger (originally dated August 4, 2025, first amended November 3, 2025) as of April 6, 2026, extending a key date in Section 10.1(e) to July 31, 2026 and adding a termination right for non-response to requests after five business days. The amendment introduces provisions for potential early release of lock-up restrictions on Acquiror securities held by Sponsor Parties, Paolo Tiramani, Galiano Tiramani, and affiliates if Acquiror Common Stock trades at or above $20.00 prior to May 6, 2026 or Closing, while updating Acquiror share capital details to reflect 10,295,800 shares of Common Stock issued and outstanding. No financial metrics or performance declines are disclosed.

  • ·Amendment adds new Section 8.9 requiring joint agreements for lock-up releases subject to ThinkEquity LLC consent.
  • ·30-day post-Closing lock-up on Sponsor Parties' securities not affected by the $20.00 trading trigger.
  • ·New termination provision (Section 10.1(i)) allows either party to terminate if no response to written request after five Business Days.
Jet.AI Inc.8-Kneutralmateriality 8/10

10-04-2026

Jet.AI Inc. (Nasdaq: JTAI) announced a 1-for-200 reverse stock split effective before markets open on April 8, 2026, reducing outstanding common shares from 129,362,471 to approximately 646,812 as of April 6, 2026. The action is intended to maintain compliance with Nasdaq's minimum bid price listing requirement and make additional shares available for future issuance, with no change to authorized shares or par value. No fractional shares will be issued, with cash payments provided instead, and proportional adjustments applied to equity awards, warrants, and convertible preferred stock.

  • ·New CUSIP number post-split: 47714H407
  • ·Trading symbol remains 'JTAI' on split-adjusted basis starting April 8, 2026
  • ·Reverse split affects all stockholders uniformly with cash in lieu of fractional shares
ACP Holdings Acquisition Corp.8-Kpositivemateriality 10/10

10-04-2026

ACP Holdings Acquisition Corp., a blank check company sponsored by an affiliate of Atlas Credit Partners, announced the pricing of its $200 million initial public offering of 20,000,000 units at $10.00 per unit, with trading to commence on Nasdaq under ACGCU on April 7, 2026, and closing expected on April 8, 2026. Each unit includes one Class A ordinary share and one-half redeemable warrant exercisable at $11.50 per share. The SPAC targets companies with enterprise value of approximately $750 million or greater in private credit investments, with Roth Capital Partners as sole book-running manager and a 45-day over-allotment option for 3,000,000 additional units.

  • ·Registration statement declared effective by SEC on April 6, 2026.
  • ·Units expected to separate for individual trading as ACGC (shares) and ACGCW (warrants).
  • ·Company contact: (832) 810-6648.
Apogee Acquisition Corp8-Kpositivemateriality 9/10

10-04-2026

Apogee Acquisition Corp, a blank-check SPAC, announced the pricing of its $150 million initial public offering of 15,000,000 units at $10.00 per unit, with trading expected to begin on Nasdaq under 'AACPU' on April 7, 2026, and closing on April 8, 2026. Each unit includes one Class A ordinary share, one redeemable warrant (exercisable at $11.50 per share), and one right to 1/5 of a Class A share upon business combination. ARC Group Securities LLC serves as sole book-running manager, with a 45-day over-allotment option for 2,250,000 additional units; the SPAC targets advanced technology firms for a future merger or acquisition.

  • ·Registration statement declared effective April 6, 2026.
  • ·SPAC focus: companies in software, hardware, compute infrastructure, engineered materials, intelligent systems, automation, specialized components, energy and power technologies.
  • ·Units to separate trade as AACP (shares), AACPW (warrants), AACPR (rights).
  • ·Contact: info@apogeeacquisitioncorp.com, (202) 854-0515.
ASHFORD HOSPITALITY TRUST INC8-Kmixedmateriality 7/10

10-04-2026

Ashford Hospitality Trust, Inc. completed the sale of its 160-room Embassy Suites Palm Beach hotel on April 7, 2026, for approximately $40.5 million in cash net of selling expenses, using proceeds to repay $40.0 million of mortgage debt secured by eleven hotels including the sold property. Pro forma balance sheet as of December 31, 2025 shows total assets decreasing to $2,814,439 thousand from $2,833,632 thousand due to removal of the property's net assets of $18,676 thousand, while indebtedness net falls to $2,486,606 thousand from $2,526,608 thousand. Pro forma statement of operations for the year ended December 31, 2025 reflects lower total revenue of $1,094,395 thousand (down from $1,104,388 thousand) from eliminating the hotel's $9,993 thousand revenue, but operating income rises to $137,942 thousand from $116,415 thousand and net loss attributable to common stockholders improves to $(191,840) thousand from $(215,004) thousand due to a $21,760 thousand pro forma gain.

  • ·Mortgage loan prior to sale secured by eleven hotels including Embassy Suites Palm Beach.
  • ·Pro forma adjustments include $2 thousand write-off of loan costs (in thousands).
  • ·Net income (loss) per share basic improves pro forma to $(32.11) from $(35.99).
DT Cloud Star Acquisition Corp8-Kneutralmateriality 4/10

10-04-2026

Dr. Xunyong Zhou resigned as a Director of DT Cloud Star Acquisition Corporation on April 7, 2026, with the 8-K filed on April 10, 2026. The resignation was explicitly stated to not result from any disagreement with the Company, the Board of Directors, or any committee thereof. The filing was signed by Sam Zheng Sun, Chief Executive Officer.

Quetta Acquisition Corp8-Knegativemateriality 10/10

10-04-2026

Quetta Acquisition Corporation received a Nasdaq notice on April 6, 2026, determining delisting of its securities (Units QETAU, Common Stock QETA, Rights QETAR) due to failure to regain compliance with the $50,000,000 minimum Market Value of Listed Securities (MVLS) requirement after the 180-day period expired on March 2, 2026, and separate non-compliance with the 400 total holders requirement. The company also failed to qualify for transfer to Nasdaq Capital Market due to insufficient 300 public holders. The company plans to request a hearing by April 13, 2026, to appeal, though success is uncertain.

  • ·Initial non-compliance notice received prior to September 10, 2025 Form 8-K filing.
  • ·Application to transfer listing to Nasdaq Capital Market submitted on February 23, 2026.
  • ·180-calendar-day compliance period for MVLS expired on March 2, 2026.
Compass Digital Acquisition Corp.8-Kmixedmateriality 9/10

10-04-2026

Compass Digital Acquisition Corp. (CDAQ), a SPAC, disclosed via 8-K on April 10, 2026, a merger agreement entered on January 6, 2026, with Key Mining Corp. (KMC), an exploration-stage critical minerals company, to form Titan Holdings Corp. as the public holding company through a business combination involving multiple merger subs. An investor presentation was furnished as Exhibit 99.1. While the deal aims to create a publicly-traded entity focused on KMC's projects in Chile and the US, extensive risks are highlighted including KMC's limited history, ongoing operating losses, exploration-stage assets, permitting uncertainties, and dependency on future financing.

  • ·Merger Agreement entered January 6, 2026
  • ·KMC inception date: February 18, 2020
  • ·KMC projects located in Chile and the United States
  • ·Registration statement on Form S-4 filed with SEC including proxy statement/prospectus
BiomX Inc.8-Kpositivemateriality 9/10

10-04-2026

BiomX Inc. (NYSE American: PHGE) completed the acquisition of 100% of Zorronet from Water.io (TASE: WATR), marking its entry into the defense, security, and rescue sector with AI-powered command-and-control software for real-time threat detection via integrated video analytics, drones, sensors, and IoT. Zorronet serves clients including the Israel Defense Forces, Israel Railways, government customers, Elbit Systems, and international entities. The deal targets the $81B combined command-and-control ($44B) and video analytics ($37B) markets by 2030 and complements BiomX's option to acquire DFSL for LADAR-based counter-UAS and security solutions.

  • ·Zorronet's platform is deployed in mission-critical defense and security environments with contracts including Israel Defense Forces, Israel Railways, government customers, Tier-1 OEMs such as Elbit Systems, and international clients.
  • ·Acquisition complements BiomX’s previously announced option to acquire control of DFSL for counter-unmanned aerial systems (C-UAS), perimeter and border security, and advanced detection technologies.
T-REX Acquisition Corp.8-Kpositivemateriality 4/10

10-04-2026

T-REX Acquisition Corp. (TRXA: OTCQB) announced the appointment of David McPhail as a new member of its Board of Directors on April 10, 2026. McPhail brings 38 years of expertise in IIoT, manufacturing intelligence, and industrial automation. President Frank Horkey praised McPhail's track record in managing public and private entities to drive production value.

  • ·T-REX Acquisition Corp. is a revenue-stage, multi-tiered vertically integrated crypto mining business.
  • ·Common shares trade on the OTCQB Venture Market under the symbol TRXA.
  • ·The press release includes cautionary forward-looking statements regarding risks like crypto asset prices, energy consumption, and regulatory developments.
Nukkleus Inc.8-Kpositivemateriality 8/10

10-04-2026

T3 Defense Inc. (formerly Nukkleus Inc., ticker DFNS), through its 67%-owned subsidiary Water IO Ltd., completed the sale of its wholly-owned subsidiary Zorro Net Ltd. (Zorronet), an AI defense technology company, to BiomX Inc. (PHGE) on April 10, 2026. Consideration includes 1,300,000 shares of BiomX common stock (representing 16.57% ownership post-issuance) and a $1,250,000 non-convertible promissory note maturing in three months. BiomX also assumed obligations including a performance-based earnout for FY2026 (greater of 125% revenue or 8x EBITDA, payable by March 31, 2027) and three-year retention of key personnel.

  • ·Promissory note bears interest at short-term applicable federal rate.
  • ·Earnout payable no later than March 31, 2027, determined under IFRS.
  • ·Zorronet's technology deployed at IDF bases, military security centers, and critical infrastructure, with engagements including Elbit Systems.
  • ·BiomX assumed obligations to Zorronet founders and former shareholders as third-party beneficiaries.
AltEnergy Acquisition Corp8-Kneutralmateriality 3/10

10-04-2026

On April 9, 2026, William Campbell resigned from his position as a director of AltEnergy Acquisition Corp., effective immediately, including from the Compensation, Corporate Governance, and Audit Committees of the Board. The resignation did not result from any disagreement with the Board on any matter related to the company's operations, policies, or practices. The company is an emerging growth company with securities trading on OTC Pink Open Market: Units (AEAEU), Class A common stock (AEAE), and Warrants (AEAEW).

  • ·Securities registered: Units (AEAEU), Class A common stock par value $0.0001 (AEAE), Warrants exercisable at $11.50 per share (AEAEW), all on OTC Pink Open Market

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