US Merger & Acquisition SEC Filings — May 05, 2026

05-05-2026

Compass Diversified (CODI) completed the sale of its subsidiary Sterno's food service business to Archer Foodservice Partners on May 1, 2026, for an enterprise value of $292.5 million, receiving approximately $280 million in proceeds after adjustments and allocations. CODI plans to use the net proceeds to repay senior secured debt, targeting a senior secured net leverage ratio below 1.0x by June 30, 2026, to avoid excess leverage fees. CEO Elias Sabo described the transaction as a meaningful deleveraging step executed at a favorable valuation despite macroeconomic challenges.

• ·Raymond James acted as financial advisor to Sterno; Jefferies as financial advisor to CODI; Brownstein Hyatt Farber Schreck, LLP as legal counsel to Sterno and CODI.
• ·Forward-looking statements note risks including potential fees if leverage not reduced per senior credit facility milestones and impacts on Rimports business.

05-05-2026

Avista Corp reported Q1 2026 GAAP net income of $92 million ($1.11 per diluted share), up from $79 million ($0.98) in Q1 2025, driven by higher utility margins and investment gains; non-GAAP utility earnings rose to $91 million ($1.10 per share) from $82 million ($1.01). While natural gas utility margin increased by $4 million after-tax and overall utility earnings grew $9 million, electric utility margin declined slightly to $185 million net of tax from $187 million due to Colstrip cost recovery removal. The company confirmed its 2026 non-GAAP utility earnings guidance of $2.52-$2.72 per diluted share.

• ·Expected base capital expenditures: 2027 $635M, 2028 $800M, 2029 $680M, 2030 $710M.
• ·2026 guidance assumptions include normal weather, ERM negative impact of ($0.10) per diluted share, 12% effective tax rate, $615M capex.
• ·Non-regulated other business income $1M in Q1 2026 vs losses of $3M in Q1 2025.

05-05-2026

ARC Group Acquisition I Corp, a blank check company (SPAC), announced the pricing of its $105,000,000 initial public offering of 10,500,000 units at $10.00 per unit, expected to list on Nasdaq under 'ARCLU' starting April 30, 2026, with closing on May 1, 2026. Each unit includes one Class A ordinary share, one redeemable warrant (exercisable at $11.50), and one right to 1/4 Class A share upon business combination. Underwriters have a 45-day option for 1,575,000 additional units; the company targets acquisitions in technology, healthcare, and logistics.

• ·Units expected to begin separate trading with symbols ARCL (shares), ARCLW (warrants), ARCLR (rights).
• ·S-1 registration (File No. 333-288410) effective April 27, 2026.
• ·Company incorporated as British Virgin Islands business company.

05-05-2026

On May 1, 2026, GP-Act III Sponsor LLC and the three independent directors converted all 7,187,500 Class B ordinary shares (Founder Shares) into 7,187,500 Class A ordinary shares on a one-for-one basis. Following the conversion, the company has approximately 35,937,500 Class A ordinary shares issued and outstanding with no Class B shares remaining. The conversion has no impact on shareholder voting power, and prior terms from the Letter Agreement dated May 8, 2024, including transfer restrictions and trust account waivers, continue to apply.

• ·Conversion occurred in accordance with the amended and restated memorandum and articles of association.
• ·Securities traded as GPATU (units), GPAT (Class A shares), GPATW (warrants) on Nasdaq.

05-05-2026

QuasarEdge Acquisition Corp announced on May 4, 2026, that with underwriter consent, holders of its units (QREDU) may elect to separately trade the underlying ordinary shares and rights starting May 7, 2026. Separated ordinary shares will trade under 'QRED' and rights under 'QRED RT' on the NYSE, while unseparated units continue as 'QREDU'. Holders must contact transfer agent Continental Stock Transfer & Trust Company to separate units; a press release is attached as Exhibit 99.1.

• ·Units not separated continue trading as 'QREDU' on NYSE.
• ·Filing signed by Qi Gong on May 5, 2026.

05-05-2026

Mountain Crest Acquisition 6 Corp., a blank check company (SPAC), announced the pricing of its $60 Million initial public offering of 6,000,000 units at $10.00 per unit, with each unit consisting of one ordinary share and one right entitling the holder to 1/4 of one ordinary share upon initial business combination. Units are expected to begin trading on Nasdaq under 'MCAHU' on April 30, 2026, with closing anticipated on May 1, 2026, subject to customary conditions. D. Boral Capital LLC serves as sole book-running manager, with a 45-day option to purchase up to 900,000 additional units.

• ·Registration Statement on Form S-1 (File No. 333-294891) declared effective by SEC on April 29, 2026
• ·Expected separate trading of ordinary shares (MCAH) and rights (MCAHR) on Nasdaq after units separate

05-05-2026

Forefront Tech Holdings Acquisition Corp announced the pricing of its $100,000,000 initial public offering of 10,000,000 units at $10.00 per unit, with trading to commence on Nasdaq under 'FTHAU' on April 30, 2026, and closing expected on May 1, 2026. Each unit includes one Class A ordinary share and one-half of one redeemable warrant exercisable at $11.50 per share. The company granted underwriters a 45-day option to purchase up to 1,500,000 additional units and plans to focus on technology sector targets including blockchain-enabled AI, digital trade identities, and robotics.

• ·BTIG, LLC acting as sole book-running manager.
• ·Winston & Strawn LLP as legal counsel to the Company; Loeb & Loeb LLP as legal counsel to BTIG.
• ·Registration statement effective April 29, 2026.

05-05-2026

Pyrophyte Acquisition Corp., a blank check company, held an EGM on April 28, 2026, approving an extension of its initial business combination deadline from April 29, 2026, to April 29, 2027. However, shareholders redeemed 100,100 Class A ordinary shares, resulting in $1.29 million being removed from the Trust Account and leaving approximately $18.3 million remaining. The Sponsor deposited the first $100,000 monthly Extension Amount into the Trust Account on May 4, 2026.

• ·Redemption price: approximately $12.93 per share
• ·EGM held on April 28, 2026
• ·Extension period: April 29, 2026 to April 29, 2027

05-05-2026

International Media Acquisition Corp., a Delaware SPAC (Parent), entered into an Amended and Restated Merger Agreement dated April 30, 2026, superseding a prior agreement from April 3, 2025, to acquire VCI Holdings Limited (BVI) and its subsidiaries Ethanol Quang Nam Production Company Limited (EQN) and Vietnam Biofuels Development Joint Stock Company (VNB) in the biofuels sector. Under the restructured transaction, Valix Limited (Purchaser) will acquire 100% of VCI shares in exchange for Purchaser shares, followed by a reincorporation merger of Newbio Merger Limited (Merger Sub) into Parent (with Parent surviving as Purchaser's subsidiary) and redomestication of Parent to the British Virgin Islands. No financial consideration details or performance metrics are disclosed in the filing.

• ·VNB is a joint stock company incorporated under Vietnam laws; EQN is a limited liability company under Vietnam laws
• ·Prior to Closing, Company (VCI) will own 100% of EQN following Restructuring
• ·Parent (IMAQ) is a blank check company; Purchaser formed to act as publicly traded holding company
• ·Agreement filed as Exhibit 2.1 in 8-K on May 05, 2026 under Items 1.01 and 9.01

05-05-2026

Lunai Bioworks, Inc. entered into an Agreement and Plan of Merger dated April 27, 2026, whereby Neurobridge IP Holdings Incorporated (owned 62.5% by Oncotelic Inc. and 37.5% by Pelerin Therapeutics Inc.) will merge into a wholly-owned subsidiary of Lunai, with Lunai issuing 8 shares of Series B Convertible Preferred Stock as merger consideration with an aggregate Stated Value of $20,000,000 ($12,500,000 to Oncotelic and $7,500,000 to Pelerin). The preferred stock is convertible into common stock at a fixed price of $1.50 per share, subject to a Conversion Gate requiring stockholder approval and structured for Nasdaq Rule 5635 compliance. No additional consideration is payable, and the deal includes patent assignments and restrictive covenants.

• ·Merger effective upon filing Certificate of Merger with Delaware Secretary of State post-Closing.
• ·No fractional shares issued; rounded down with no cash in lieu.
• ·Holders must provide administrative deliveries (stock certificates, IRS Form W-9/W-8, patent assignments) post-Closing, but failure does not prevent issuance.
• ·Structured with non-voting Series B Preferred (except as required by law), no governance rights, and no economic adjustments tied to stockholder approval delay.
• ·Closing remotely via electronic signatures upon satisfaction of conditions in Article VII.

05-05-2026

Applied Digital Corporation completed the separation of its cloud business by contributing it to EKSO Bionics Holdings, Inc., which rebranded to ChronoScale Corporation and will trade on Nasdaq under ticker CHRN starting May 5, 2026. Applied Digital received approximately 138 million shares of ChronoScale common stock and invested $15.75 million in cash for an additional 1.4 million shares, retaining approximately 97% ownership. The transaction enables Applied Digital to focus on stable AI data center hosting while positioning ChronoScale for growth in accelerated AI compute platforms.

• ·ChronoScale new CUSIP: 170924104
• ·Lowenstein Sandler LLP acted as legal advisor to Applied Digital
• ·Wilson Sonsini Goodrich & Rosatti LLP acted as legal advisor to EKSO; Lake Street as financial advisor
• ·EKSO definitive information statement filed with SEC on April 3, 2026

05-05-2026

Drugs Made In America Acquisition Corp (DMAA), a publicly traded SPAC, entered into a definitive merger agreement with Power Analytics Global Corp (PAGC), a private AI and analytics company, dated April 29, 2026, targeting a $1B enterprise value for PAGC with a $300M floor valuation. Post-merger ownership is expected to be approximately 90% held by former PAGC shareholders and 10% by DMAA shareholders prior to PIPE dilution, subject to final capitalization including trust account funds net of redemptions, PIPE financing, and verified revenue contracts. The transaction requires PAGC to be debt-free at closing and provide evidence of commercial traction via revenue contracts, with DMAA using reasonable efforts to deliver minimum cash amid potential redemption risks and market conditions.

• ·PAGC holds a GSA CAGE Code evidencing eligibility for U.S. federal government contracts.
• ·Merger structure: PAGC merges into DMAA or a wholly-owned subsidiary, with PAGC as the surviving entity (NEWCO).
• ·Closing conditions include DMAA stockholder approval, no Material Adverse Effect, and Contract Revenue Condition for commercial traction evidence.

05-05-2026

Exodus Movement, Inc. entered into a Stock and Asset Purchase Agreement dated May 1, 2026, to acquire all shares of Baanx US Corp. from W3C Corp. and certain purchased assets, including key intellectual property (Transferred IP such as source code, smart contracts, wallets, domains, and trademarks), for a total cash purchase price of $30 million, consisting of $5 million Closing Cash Consideration (net of specified transaction expenses) and $25 million Additional Cash Consideration in installments, plus assumption of limited post-closing Assumed Liabilities. The deal includes a restrictive covenant agreement with Garth Howat and addresses financial distress in related entities Baanx UK and Monavate UK, where Buyer holds security interests. No financial performance declines or flat metrics are reported as this is a deal announcement without operating results.

• ·Agreement dated May 1, 2026; SEC 8-K filed May 5, 2026.
• ·Purchased Assets include Books and Records, Customer Information, intercompany loans to Designated Entities (Monavate Holdings Limited, Baanx UK, Monavate UK).
• ·Excluded Liabilities include all pre-Closing Taxes, employment liabilities (except up to $90,000 payroll), Seller Transaction Expenses, and breaches or Actions prior to Closing.
• ·Buyer assumes only post-Closing Liabilities directly related to Purchased Assets.

05-05-2026

Terns Pharmaceuticals, Inc. (TERN) filed an 8-K on May 05, 2026, including Exhibit 3.1, the Third Amended and Restated Certificate of Incorporation, as part of an acquisition/disposition completion (Item 2.01) with related changes in control, directors, officers, and other events. The amended certificate authorizes 1,000 shares of common stock with a par value of $0.0001 per share and includes standard provisions on board authority, indemnification, and liability limitations. No financial metrics or performance data are disclosed.

• ·Registered office: Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.
• ·Incorporated under Delaware General Corporation Law (DGCL).

05-05-2026

Farmer Bros. Co. entered into a Separation Agreement and General Release with an unnamed Executive tied to the completion of its merger with Royal Cup, Inc., via BP I Brew Merger Sub Inc., where the Executive resigns for 'Good Reason' effective the day after the Closing Date. The agreement provides severance benefits including accrued pay, two cash bonuses of $[·] each, a lump sum of $[·] (2x base salary plus health costs), $[·] (2x target bonus), an equity award payment of $[·], and up to $20,000 in outplacement services; no other performance metrics or period comparisons are disclosed. The Executive releases all claims against the Company in exchange.

• ·Merger Agreement dated March 3, 2026
• ·Severance Agreement dated August 12, 2025
• ·March 2026 Letter Agreement provides Good Reason upon Closing
• ·Bonus Opportunities Letter Agreement dated August 12, 2025, amended February 16, 2026

05-05-2026

Leef Brands Inc. filed an 8-K on May 05, 2026, disclosing the completion of an acquisition or disposition of assets under Item 2.01, along with unregistered sales of equity securities under Item 3.02, other events under Item 8.01, and financial statements and exhibits under Item 9.01. The company, engaged in medicinal chemicals and botanical products (SIC 2833), provided no specific financial metrics or performance details in the visible filing metadata. No period-over-period comparisons or quantitative outcomes from the acquisition were detailed.

• ·CIK: 0001711141
• ·Fiscal Year End: December 31
• ·Business Address: Suite 1500, 1055 West Georgia St., Vancouver
• ·Accession Number: 0001493152-26-021267
• ·Filing Size: 1 MB