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Live from SEC EDGAR — tracked SPACs and filers awaiting admission.
Our analyst’s reading, not the filer’s word. It fires often.
150 filings · form S-4 · newest first
Two ingests. A poller reads SEC’s market-wide getcurrent feed every minute, which is how a SPAC we do not yet track can show up here at all; and a backfill walks the tracked universe in rotation, pulling each filer’s history from the submissions API. Every row links to the primary document on sec.gov. We name someone else’s filing; we never restate it.
Filings attributed to a SPAC we track, plus filers whose name has the shape of a blank-check company and that the admission job has not refused. A filer it has not reached yet stays in — undecided is not rejected — and a pre-IPO registrant is labelled rather than hidden, because “S-1 on file, pricing imminent” is the most interesting row on the page. All EDGAR traffic is the raw firehose and is mostly operating companies.
23,949 of 217,566 filings in this view carry a “what changed / why it matters” reading, and the split is by FORM rather than by filing: narrative paper — the 8-K, the 425, the proxies, the periodic reports — is read, while registration and insider-ownership paper is linked to its source and left alone. So a form filter that returns rows with no reading is telling you something true about our coverage, not hiding one.
The amber dot means an analyst model marked the filing material, and 14,356 of the 23,949 it has read carry one — it is a wide net, not a rare alarm, and it is our reading rather than the filer’s word. A row tagged needs review is one the model itself was not confident about. Both are pointers into the document; the document is the fact.
Because it would be a chart of our own ingest. Every row in this table was written in a single week, the eight-year history behind it is backfilled, the backfill has reached part of the universe and truncates each filer at its hundredth-newest filing, and the newest week draws on nearly three times as many filers as the week before it and four times the week before that — because that is when the poller started. A burst of filings is a real signal and it stays unbuilt until the coverage behind it is even.
Across 153 forms. The feed below prints the newest 150.
Tracked SPACs plus the filers awaiting admission.
8 of 153 forms — 66% of the record. The two biggest are event reports and insider statements, not deal paper.
145 smaller forms hold 74,306 more filings and are not drawn.
No filter chip reaches CORRESP, SC 13G, SC 13G/A yet.
●What changed:Churchill Capital Corp XI filed an S-4 registration statement on September 4, 2026, for its business combination with Agility Robotics, Inc. The filing sets a $2.5 billion equity value for Agility, with consideration paid entirely in shares of the post-closing company common stock, and includes a $201.025 million PIPE investment at $10.00 per share. The filing also details the Domestication from Cayman Islands to Delaware, the merger structure, and the redemption rights for CCXI public shareholders, with the redemption deadline being two business days prior to the initially scheduled shareholder vote. Why it matters: This S-4 provides the first comprehensive disclosure of the deal terms, including the exchange ratio mechanics, the minimum cash condition of $200 million, and the sponsor's 13.8 million founder shares and 500,000 private placement units. Investors should note the $10.00 PIPE price relative to the trust value of approximately $10.17 per share and the potential for material dilution from the sponsor's holdings.
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed:The filing is an S-4 registration statement/proxy statement for the business combination between Miluna Acquisition Corp (MMTX) and CADV Ventures S.A. (via parent Kukugan Invest). Key terms include a $250 million aggregate transaction consideration value, resulting in 25,000,000 PubCo Class A Ordinary Shares issued to Parent Closing Shareholders. The deal introduces a dual-class capital structure where PubCo Class B Ordinary Shares carry 15 votes per share but no economic rights, with 10,000,000 such shares issued to KKXX Investment (controlled by Shang Ju Lin), giving him ~92.32% voting power in the no-redemption scenario. An earn-out of up to 5,000,000 additional shares is contingent on PubCo achieving $7,000,000 in consolidated revenue for fiscal year 2027. The SPAC deadline remains April 22, 2027. Why it matters: This document defines the economic and governance terms for investors. The significant dilution to public shareholders (who will hold only ~19.1% equity in the no-redemption scenario) and the extreme concentration of voting control (~92-96%) in the hands of the former SPAC CEO/Parent Shareholder create substantial agency risks. The earn-out milestone ($7M revenue) is critical as it determines if additional equity is issued, further diluting existing holders. Investors must weigh the potential upside of the AI-focused target against the loss of influence and high probability of dilution.
What changed:Research Alliance Corp III (RACC) filed an S-4 registration statement on August 24, 2026, detailing a proposed business combination with Oak Hill Bio Inc. (formerly OHB Pediatrics Ltd.). The filing outlines the conversion of RACC Class B shares to Class A shares, the domestication of RACC from the Cayman Islands to Delaware as 'Oak Hill Bio Inc.', and the acquisition of 100% of Oak Hill Bio in exchange for newly issued common stock. Key financial terms include a base equity value of $160 million for Oak Hill Bio, a $55 million PIPE financing commitment, and a $75 million backstop agreement provided by RA Capital Healthcare Fund, L.P. to cover public shareholder redemptions. Why it matters: This filing is critical for investors because it establishes the definitive terms of the merger, including the valuation ($10.00 per share implied), the structure of the deal (reverse recapitalization), and the specific redemption mechanics for public shareholders. It confirms that the Sponsor and initial shareholders have waived redemption rights and agreed to vote in favor of the transaction. For public shareholders, it provides the final opportunity to redeem their shares at approximately $10.03 per share (based on June 30, 2026 trust account balances) or to retain their interest in the combined entity, which will trade under the ticker 'OAKH' on Nasdaq. The presence of the backstop agreement ensures that the company will receive sufficient capital regardless of the level of redemptions.
●What changed:S-4 registration statement containing a proxy statement/prospectus for the extraordinary general meeting to approve the business combination between Melar Acquisition Corp. I and Everli Global Inc. This is the initial S-4 filing for the Everli-Melar de-SPAC, filed August 21, 2026. Key terms disclosed: (i) Everli implied enterprise value of $180 million paid in stock (18M shares at $10.00), with additional shares possible from bridge/PIPE conversion; (ii) Escrow of 1.5M shares for 24 months tied to escrow matters; (iii) detailed Yorkville (YA) financing of up to $10M, with four tranches funded including a $4M tranche on filing date; (iv) MCG (sponsor affiliate) holds a $7.5M convertible note convertible at the lower of redemption price or 90% VWAP; (v) Sponsor lock-up reduced from 12 to 6 months via Insider Letter Amendment Proposal; (vi) Everli had $56.1M total debt at June 30, 2026, an accumulated deficit of $51.7M, and the INPS proceedings expose up to ~€22.6M ($25.8M) in social security claims; (vii) trust per share ~$10.93 at June 30; (viii) deadline extended to December 20, 2026; (ix) pro forma: no-redemption scenario yields net tangible book value per share of -$0.60 and pro forma net loss per share of ($0.65) for the six months ended June 30, 2026. Why it matters: For redemption mechanics, the trust value is stated as ~$10.93 per share as of June 30, but the actual redemption price will be calculated two business days prior to closing. The document provides the first comprehensive disclosure of Everli's capital structure, debt load ($56.1M), related-party loans, and the labor litigation risk (INPS). The Yorkville financing structure includes a derivative liability and additional equity kickers. Sponsor conduct is highlighted by the note from MCG convertible at a discount and the early lock-up release. The target faces substantial doubt as a going concern and is in default on certain debt. The financial projections show an expected dramatic revenue ramp (2025 actual $16.7M vs 2025E $21.5M vs 2026E $57.5M) with EBITDA turning positive only in 2027.
●What changed:Rocket Lab Corporation filed a Form S-4 registration statement containing a preliminary proxy statement/prospectus for Iridium Communications Inc. stockholders, marked subject to completion. Under the June 28, 2026 merger agreement each Iridium share converts into $27.00 in cash plus Rocket Lab common stock at an Exchange Ratio of 0.4000 if the Rocket Lab Stock Price is $67.50 or less, $27.00 divided by that price between $67.50 and $112.50, and 0.2400 at or above $112.50. That price is a ten-consecutive-trading-day VWAP ending on the second full trading day before the First Effective Time. Why it matters: Filing the S-4 starts the SEC review that must complete before Iridium's stockholder vote, and the registration statement is expressly not yet effective, so no meeting date or record date exists. The document states plainly that the value of the merger consideration will fluctuate, because the collar fixes the exchange ratio only outside the $67.50–$112.50 band.
●What changed:Form S-4 of OppFi Inc., the successor to FG New America Acquisition Corp., preliminary and subject to completion dated July 27, 2026. It registers the stock leg of OppFi's acquisition of BNCCORP, Inc. under a Merger Agreement dated April 28, 2026 among OppFi, BNCC and Birch Merger Sub, LLC: BNCC merges into Merger Sub, which survives as a wholly owned OppFi subsidiary, and immediately afterwards an interim bank merges into BNC National Bank, which survives renamed OppFi Bank, N.A. OppFi then intends to contribute substantially all of its assets, liabilities and operations into BNC. Why it matters: This is the baseline version of the OppFi/BNCC registration: the economic terms — $19.375 cash and a fixed 1.90 exchange ratio — are already final here, while every number that depends on a measurement date is blank. A holder reading this version cannot yet learn the vote date, the record date or how much of OppFi they would end up owning. Because the ratio is fixed rather than value-protected, the cash value of the stock leg floats with OppFi's price until closing.
●What changed:S-4 registration statement (preliminary proxy statement/prospectus) filed by IB Acquisition Corp. (IBAC) with the SEC to register securities and solicit stockholder votes for the proposed business combination with GNQ Insilico Inc. Initial filing of the S-4 for the de-SPAC transaction, disclosing the full terms of the Business Combination Agreement dated March 16, 2026, including the structure, consideration, earnout provisions, voting proposals, redemption rights, and financial statements of both IBAC and GNQ. Why it matters: This filing provides the definitive terms for the merger: IBAC stockholders will vote on the deal; GNQ is valued at $500 million (subject to earnouts); trust account per-share value is approximately $10.85 (as of July 1, 2026); redemption deadline is 5:00 PM ET on the date two business days before the special meeting; the SPAC must close by September 28, 2026; the sponsor has conflicts of interest (founder shares purchased for $0.0009 per share); a fairness opinion from Marshall & Stevens was obtained; the deal requires a minimum of $15 million in available cash (including PIPE and bridge financing); and the combined entity will list on Nasdaq under 'GNQI'.
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
●What changed:Registration statement on Form S-4 filed by D. Boral ARC Merger Corporation (PubCo) and co-registrants D. Boral Acquisition I Corp. (BCAR) and Exascale Labs Inc., constituting a proxy statement/prospectus for an extraordinary general meeting of BCAR shareholders to approve a business combination with Exascale Labs Inc. First filing of the S-4 registration statement for the proposed de-SPAC merger. The filing includes the terms of the Business Combination Agreement (signed January 11, 2026), pro forma ownership tables across redemption scenarios, audited and unaudited financial statements of BCAR and Exascale, risk factors, and disclosures on conflicts of interest, sponsor incentives, and the $5 million minimum cash condition that remains unfinanced. Why it matters: The S-4 provides shareholders with critical information for the upcoming vote. Key details: Trust value per share is approximately $10.26 (based on $287.3 million trust for 28 million public shares). The deadline to complete the deal is February 1, 2027 (or May 1, 2027 if sponsor exercises a three-month extension). Shareholders have redemption rights at the trust value. The minimum cash condition of $5 million has not been secured, creating execution risk. The combined company will have a dual-class structure with 20 votes per Class B share held by Exascale stockholders, giving them 91-95% voting control. Exascale reported $10.6 million revenue for the nine months ended March 31, 2026, but a net loss of $7.9 million and has a going concern warning. The sponsor paid $25,000 for 12 million founder shares, creating a significant incentive to close the deal regardless of price.
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
●What changed:S-4 registration statement (proxy statement/prospectus) filed by D. Boral ARC Acquisition I Corp. (BCAR) to register securities and solicit shareholder approval for the proposed business combination with Exascale Labs Inc., including a domestication merger and acquisition merger. This is the initial filing of the S-4, which sets forth the terms of the business combination agreement, the merger consideration, pro forma ownership, redemption rights, financial statements of both BCAR and Exascale, risk factors, and the proxy solicitation for the extraordinary general meeting scheduled for 2026. No prior S-4 had been filed; this is the first comprehensive disclosure of the transaction. Why it matters: The filing contains the definitive terms of the de-SPAC transaction, including the $500 million enterprise value, the 50 million share merger consideration, the dual-class voting structure (Class A 1 vote, Class B 20 votes), the minimum cash condition of $5 million, and the redemption mechanics. It provides the target company's financials (Exascale had $7.0M revenue in FY2025, net loss of $7.7M) and key risk factors including going concern qualification. The filing also sets the redemption deadline (two business days before the meeting) and indicates the trust account value per share (approximately $10.26 as of March 31, 2026). The deadline for business combination is February 1, 2027 (extendable to May 1, 2027).
●What changed:Filed under Southport Acquisition Corp's SPAC record; the registrant is Angel Studios, Inc. (Delaware), its post-combination successor. This is the original Form S-4 — the cover reads 'Registration No. 333-' with no number assigned — preliminary and subject to completion dated June 29, 2026, a prospectus for 10,154,676 shares of Class A common stock. Its explanatory note describes structure rather than change: Angel Studios entered into separate Agreements and Plans of Merger dated November 14, 2025 to acquire all equity interests of Tuttle Twins Show, LLC and Toothy Cow Productions, LLC. Why it matters: This is the baseline version of the Angel Studios registration and the number that anchors it is the 10,154,676 registered Class A shares — the ceiling on equity issued across both mergers. Because the registrant is an operating NYSE-listed company rather than a blank-cheque vehicle, there is no trust account, no redemption right and no business-combination deadline attached to this filing.
●What changed:Original Form S-417 with the registration number still blank on the cover, later assigned 333-296909. The registrant is KATAPULT HOLDINGS, INC. (Delaware, SIC 7359) — the post-combination successor carried on SpacBrain's FinServ Acquisition Corp. record, not a SPAC. Under an Agreement and Plan of Merger dated December 11, 2025, as amended by a First Amendment dated June 17, 2026, Katapult Merger Sub 1, Inc. merges into Aaron's Intermediate Holdco, Inc. and Katapult Merger Sub 2, LLC into CCF Holdings LLC, leaving both wholly owned indirect Katapult subsidiaries. Why it matters: This version states the share counts that Amendment No. 1 (July 2, 2026), an exhibits-only filing, does not: Aaron's equity converts into an aggregate of 11,369,237 Katapult shares and CCFI's into an aggregate of 58,516,558, with a further 244,146 shares underlying CCFI Warrants assuming cashless exercise and 943,580 shares issued to the Aaron's MIP Holders for their MIP Units. No SPAC trust, redemption right or minimum-cash condition applies. Guggenheim Securities, LLC delivered a fairness opinion dated December 11, 2025, annexed as Annex D.
●What changed:Form S-4 registration statement and accompanying proxy statement/prospectus detailing a proposed business combination merger and extraordinary general meeting proposals between Calisa Acquisition Corp and Goodvision AI Inc. The proxy statement discloses that Goodvision shareholders will receive 18,000,000 Surviving PubCo Ordinary Shares reflecting an implied enterprise value of $180,000,000, plus up to 3,600,000 earnout shares triggered by achieving net revenues exceeding $19.9 million for fiscal year 2026 and $106.0 million for fiscal year 2027, subject to defined daily VWAP thresholds. Regarding trust mechanics and deadlines, the filing states the trust account held $60,960,574 as of March 31, 2026, yielding an estimated per-share redemption price of approximately $10.16, with a strict maximum redemption limit of 5,178,000 shares to maintain a $5,000,001 net tangible asset floor, and extends the consummation deadline to April 23, 2027 (auto-extending to October 23, 2027 if the SEC declaration of effectiveness is delayed past April). On sponsor conduct and capital structure, the document notes that while the SPAC Board intends to secure up to $5,000,000 in private financing, there are currently no commitments, though a $1,000,000 equity subscription and a $1,000,000 convertible promissory note have been executed. Post-closing, entities controlled by Chief Executive Officer Yi Wang will wield approximately 77.55% to 82.54% of voting power under a dual-class structure assigning 40 votes per Class B share against 1 vote per Class A share. Regarding operational substance, Goodvision reported revenue of $10,553,814 for the six months ended March 31, 2026, with three customers representing approximately 61.0%, 15.9%, and 12.8% of revenue, while Tencent Cloud supplied approximately 59.8% of cost of revenue. Management projects a strategic transition from legacy cloud resale to an AI inference orchestration platform targeted for broader commercial release by June 30, 2026, although the filing concurrently reports that independent auditors identified material weaknesses in internal controls over financial reporting and states that management concluded substantial doubt about the company's ability to continue as a going concern has been alleviated solely by subsequent related-party borrowings and a $1,000,000 equity commitment.
●What changed:Filed under Archimedes Tech SPAC Partners Co's record; the registrant is SoundHound AI, Inc. (Delaware), its post-combination successor. This is the ORIGINAL Form S-4, registration number not yet assigned, marked PRELIMINARY - SUBJECT TO COMPLETION, DATED MAY 27, 2026, and comprising a proxy statement/prospectus to the stockholders of LivePerson, Inc. As filed the transaction is a SINGLE merger under a Merger Agreement dated April 21, 2026: Lightspeed Merger Sub, Inc. merges into LivePerson, which survives as an indirect wholly owned subsidiary of SoundHound. Why it matters: The consideration is a floating ratio determined shortly before closing, not a fixed exchange ratio, so a LivePerson holder reading this version cannot compute how many SoundHound shares a share converts into. That is the defining economic feature of this version and it is stated, not inferred. The single-merger structure recorded here is what the later amended and restated agreement replaces.
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
●What changed:Registration statement on Form S-4 containing a preliminary proxy statement/prospectus for the proposed business combination between Iron Horse Acquisition II Corp. (SPAC) and Electra Vehicles, Inc. (target). The document includes full merger terms, risk factors, financial statements, voting and redemption procedures, and details on the domestication to Delaware. This is the initial comprehensive disclosure for the deal announced April 21, 2026. The filing incorporates a May 14, 2026 amendment to the merger agreement that: (i) clarifies that convertible notes from bridge financing are excluded from Aggregate Fully Diluted Company Common Stock; (ii) adjusts the definition of earnout holders to exclude holders of dissenting shares; and (iii) revises the conversion ratio calculation. The S-4 also provides the first audited financials for both IRHO and Electra, detailed pro forma ownership under redemption scenarios, and disclosure that no PIPE financing has been committed. Why it matters: The filing triggers the shareholder vote and redemption process. Key items for investors: (1) Trust value is ~$10.06 per public share as of Feb 28, 2026 ($231.5M on 23M shares); redemption deadline is two business days before meeting; 15% per-group cap on redemptions. (2) Minimum cash condition of $30M at closing – if redemptions exceed ~81.6%, the deal fails. (3) No fairness opinion was obtained; sponsor paid $0.005/share for founder shares vs. $10.00 public price. (4) Sponsor forfeits up to 800,000 shares if closing cash <$80M. (5) Electra’s revenue fell 36% to $1.09M in 2025, net loss $5.3M, with going concern doubt and only $170K cash at year-end. (6) Post-merger, CEO Fabrizio Martini will control >50% voting power via dual-class stock; combined company will be a 'controlled company'. (7) No committed PIPE financing. (8) Outside closing date in merger agreement is Jan 21, 2027; SPAC liquidation deadline is Dec 18, 2027.
●What changed:S-4 Registration Statement under the Securities Act of 1933, filed by D. Boral ARC Merger Corporation (to be renamed Exascale Labs Holdings Inc.), containing a proxy statement/prospectus for BCAR’s extraordinary general meeting to approve a business combination with Exascale Labs Inc., an AI infrastructure provider. Exascale is described as a next-generation AI infrastructure provider operating an asset-light, software-defined GPU compute platform (GaaS) with revenue from GPU cluster management services; it has also developed modular data center, liquid cooling, HVDC power and energy storage solutions that have not yet generated revenue. The merger consideration is 50 million shares of PubCo Common Stock valued at $500 million. The filing includes pro forma ownership tables showing that under a 100% redemption scenario, non-affiliated public shareholders would own 0% of PubCo. The filing discloses that BCAR has identified material weaknesses in internal control over financial reporting. It also reveals that the BCAR Board did not obtain a fairness opinion. The trust value per share is implied at $10.35 per the status line, but the filing does not state the exact trust account balance or per-share redemption price in dollars, leaving those blanks. The minimum cash condition at closing is $5 million, and as of the filing date neither BCAR nor Exascale had secured financing for it. The deadline for the business combination is February 1, 2027 (with a possible three-month extension to May 1, 2027).
●What changed:Filed under Inflection Point Acquisition Corp. II's record; the registrant is USA Rare Earth, Inc., its post-combination successor. This is the original Form S-4, preliminary and subject to completion dated May 13, 2026, in the form of a proxy statement/prospectus addressed to the stockholders of Texas Mineral Resources Corp. It describes an Agreement and Plan of Merger dated March 4, 2026 among USAR, TMRC, Hamer Merger Sub, Inc. and Hamer Merger Sub, LLC, providing for successive mergers of TMRC with each Merger Sub so that TMRC's business ends up held by a wholly owned USAR subsidiary. Why it matters: This is the baseline version of the USAR/TMRC registration. The consideration is all stock, expressed as a portion of a USAR share for each TMRC share, so TMRC holders take USAR price risk from signing through closing. No ratio, share count or vote date can be quoted from this extract; they must be read from the full document.
●What changed:Preliminary proxy statement/prospectus on Form S-4 for the business combination between Future Vision II Acquisition Corp. (SPAC FVN) and MicroTouch Technology Inc., seeking shareholder approval for the merger and related proposals. First comprehensive S-4 filing disclosing full merger terms: $90M valuation of MicroTouch, 8,955,224 shares to be issued at $10.05/share, five redemption scenarios (0% to 100%), trust value $61,035,590 as of Dec 31, 2025 (~$10.61/share), redemption deadline 2 business days before the meeting (date TBD), SPAC deadline extended to May 13, 2026 via two one-month sponsor-funded extensions (and up to six total to Sept 13, 2026), previous VIWO merger terminated Dec 29, 2025, no fairness opinion obtained, sponsor's founder shares ($0.017/share) vs. public IPO price ($10.00), accrued $158,000 in administrative fees, $382,950 working capital loan outstanding, target description (SFM real-time ad matching + custom software development), financial projections (2026 rev $25M, 2030 rev $58.2M), material weaknesses in internal controls, and risk factors. Why it matters: Provides investors with all critical information needed to decide whether to redeem or vote: the exact redemption mechanics, trust account value, extension timeline, sponsor conflicts (massive promote dilution), target business fundamentals and financial projections, and the conditions that could abort the deal (Nasdaq listing thresholds, net tangible assets test). Also reveals prior aborted deal with VIWO, which may affect confidence in management.
●What changed:Form S-4 registration statement filed by Eureka Acquisition Corp (EURK) containing a preliminary proxy statement/prospectus for the proposed business combination with Marine Thinking Inc., a Canadian autonomous marine vessel and fleet solutions company. First comprehensive public disclosure of the de-SPAC transaction. Key terms: business combination agreement dated Oct 29, 2025; structure involves deregistration as Cayman Islands company and domestication to Canada under the CBCA, then amalgamation with Marine Thinking. Implied enterprise value of Marine Thinking is $130 million (plus up to $6.5 million from Pre-IPO Investment). Exchange ratio based on $10.00 per SPAC share. Redemption price per share ~$10.95 as of Dec 31, 2025 (trust account $32.09M, 2,930,233 redeemable shares). Deadline currently May 3, 2026, extendable month-to-month to July 3, 2026 with $150,000 monthly extension fees. Sponsor paid $1.05M in extension fees via promissory notes. Proposal to remove the $5,000,001 minimum net tangible assets redemption restriction (NTA Proposal). Sponsor holds 1,407,500 founder shares bought for $25,000 and 228,000 private units bought for $2.28M. Fairness opinion from KKG. Finder fee of 398,700 shares to Alpha Innovators. Post-deal ownership: Company shareholders ~67%, public ~21%, sponsor ~9%, other. Financial statements for both entities included. Why it matters: This filing is the definitive proxy/prospectus for the de-SPAC vote. It provides all material terms, redemption mechanics, conflicts of interest, risk factors, and financial data necessary for shareholders to decide whether to vote for the deal or redeem their shares. The trust account is currently $10.95 per share with limited time to close. The sponsor has significant incentives to close even if public shareholders lose value. The NTA proposal could affect redemption caps. Investors should review carefully.
●What changed:Original Form S-417, Registration No. 333-295377. Registrant is Perceptive Capital Solutions Corp (Cayman Islands, SIC 6770) with co-registrants; before closing it deregisters in Cayman, domesticates in Delaware and is renamed Freenome, Inc. Business Combination Agreement dated December 5, 2025 with StarNet Merger Sub I, Corp., StarNet Merger Sub II, LLC and Freenome Holdings, Inc. The Exchange Ratio is set off an implied Freenome base equity value of $725,000,000, subject to adjustments in that agreement. Why it matters: The Sponsor's own share count moved after this version: 2,066,250 PCSC Class B Shares here, against 2,156,250 in Amendments No. 1 through No. 3, and the Perceptive PIPE Investor's Freenome-conversion shares rise from 5,615,003 to 5,690,977. In the maximum-redemption scenario that still satisfies the $250,000,000 Aggregate Transaction Proceeds Condition, this version puts public shareholders at approximately 1.94% and the Sponsor at 2.30%, against 1.90% and 2.20% in the later amendments. The 24,000,000-share, $240.0 million PIPE at $10.00 is unchanged throughout.
●What changed:A preliminary proxy statement/prospectus on Form S-4 filed by Wintergreen Acquisition Corp. for the extraordinary general meeting to approve the announced de-SPAC merger with KIKA Technology INC. It is not a standalone merger agreement; it attaches the Merger Agreement (dated Nov. 17, 2025), plan of merger, amended charter, King Kee valuation report, and consents, and it solicits votes on six proposals including the business combination, name change, Nasdaq issuance, charter amendment, director election, and adjournment. This is the first S-4 for the already-announced Wintergreen/KIKA deal. Per the filing: KIKA is valued at $80,000,000, KIKA shareholders receive approximately 7,980,050 Wintergreen ordinary shares at a deemed $10.025 per share, and the S-4 registers the deemed exchange of up to 6,294,375 public shares (5,595,000 existing public shares plus 699,375 shares from public rights), while the KIKA consideration shares are being issued under Section 4(a)(2) and are not registered. The trust redemption value remains approximately $10.025 per share. Closing requires at least $5,000,001 of net tangible assets; redemptions above approximately 91.96% would put pro forma net tangible assets below that threshold and allow termination unless KIKA waives or financing is obtained. The Merger Agreement may be terminated if closing has not occurred by Dec. 31, 2027, while Wintergreen's stated liquidation deadline is May 30, 2027. Why it matters: The filing lays out redemption timing and conditions: public shareholders can redeem regardless of how they vote, but must submit a written redemption request and deliver shares to the transfer agent by 5:00 p.m. Eastern time two business days before the EGM; units must be split first, and redemptions are capped at 15% per holder/group. The maximum-redemption scenario would leave New KIKA with only about $209,647 of cash and an immediate working capital deficiency, with no committed backstop, although the filing says KIKA has engaged prospective investors who have committed to buy between $5 million and $10 million of shares. Sponsor and insiders, owning about 23%, have agreed to vote in favor, so only about 26.61% of public shares are needed at quorum. The filing also states the board obtained no fairness opinion, and it discloses KIKA revenue of $6,294,508 and a net loss of $226,824 for the six months ended Dec. 31, 2025, plus KIKA management projections reaching about $119.686 million revenue by FY2035. Meeting date, record date, and final redemption deadline remain blank in this preliminary S-4.
●What changed:Filed under CF Acquisition Corp. VI's record; the registrant is Rumble, its post-combination successor. The explanatory note to this original Form S-4 states what the registration statement contains: a joint information statement/prospectus comprising (A) a prospectus registering the offer and sale of Rumble Class A Common Shares in a Takeover Offer to holders of Northern Data Shares, and (B) a written information statement of the type contemplated by the Exchange Act carrying Schedule 14C information on a Written Consent approving the Business Combination Agreement dated November 10, 2025. Why it matters: Rumble's own shareholder approval here is by written consent, not a meeting vote — the document registers a Schedule 14C information statement and a Section 228(e) DGCL notice, which means Rumble holders are being informed of an action already approved rather than asked to vote on it. The transaction also requires a charter amendment increasing Rumble's authorized share capital, the mechanical precondition for issuing the offer shares. Northern Data shareholders receive a parallel German takeover offer document whose securities prospectus was approved by BaFin and is attached as Annex O.
●What changed:Live Oak V filed its Form S-4 on 3 April 2026 for the Teamshares combination, modelling redemptions of up to 100% of the 23,000,000 public shares for approximately $239.0 million at an estimated $10.39 per share based on the trust at 31 December 2025. It assumes a $126.5 million PIPE, $5.16 million of costs before closing, and Teamshares consideration of $525.0 million plus any financing raised before the closing date. Why it matters: $10.39 per share is the redemption value a holder is choosing against, and the filing states plainly that a 100% redemption is a scenario that could occur. The $126.5 million PIPE is the money that survives it.
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
●What changed:Cartesian Growth Corporation III ('CGC') filed its original Form S-4; the preliminary proxy statement/prospectus inside is dated March 26, 2026. It registers up to 143,912,243 shares of common stock, up to 16,200,000 warrants to purchase common stock, and up to 16,200,000 shares underlying those warrants. Before closing CGC will de-register from the Cayman Islands Register of Companies and transfer by way of continuation into Delaware under DGCL Section 388, renamed Factorial Holdings, Inc. The Business Combination Agreement is dated December 17, 2025, amended March 26, 2026. Why it matters: This is the baseline version of the CGC/Factorial registration and it already carries the full dilution ceiling: 143,912,243 shares, 16,200,000 warrants, and the 16,200,000 shares those warrants would become on exercise, which is a separate claim on the equity and should be counted separately. The business combination agreement was amended on the very date of this prospectus; the document records that the amendment exists but not what it changed. No vote date and no redemption deadline are established here.
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
●What changed:Digital Asset Acquisition Corp. (DAAQ) filed a Form S-4 registration statement for its proposed business combination with Old Glory Holding Co., a financial holding company whose subsidiaries include First State Bank of Elmore County and American Mortgage Bank LLC. DAAQ completed its IPO on April 30, 2025 (with over-allotment) and carries Class A/Class B shares plus public and private placement warrants held by the sponsor, underwriters and representatives; founder shares were issued December 11, 2024. Why it matters: The S-4 formally launches the de-SPAC merger, giving shareholders the vote-and-redeem decision. Notably the target is a community bank/mortgage holding company rather than a digital-asset business, a mismatch with the SPAC's name that merits diligence on deal fit.
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
●What changed:Filed under dMY Technology Group, Inc. III's record; the registrant is IonQ, Inc., its post-combination successor. This is the original Form S-4, preliminary and subject to completion dated March 20, 2026, addressed to the stockholders of SkyWater Technology, Inc. The Merger Agreement is dated January 25, 2026 among SkyWater, IonQ, Iris Merger Subsidiary 1 Inc. and Iris Merger Subsidiary 2 LLC, providing for a First Merger of Merger Subsidiary 1 into SkyWater and then a Second Merger of SkyWater into Merger Subsidiary 2. The SkyWater board unanimously approved the Merger Agreement. Why it matters: This is the baseline version, and the full economic terms are already fixed in it: $15.00 cash, a $20.00 target for the stock leg, and a collar that freezes the share count at 0.3326 above an IonQ price of $60.13 and at 0.5265 at or below $37.99. What is NOT stated is the implied value or the premium — both are blanks, so no premium figure should be attributed to this filing. January 23, 2026 is identified as the last trading day before announcement, which is the reference date any premium would be measured against.
●What changed:A Paradise Acquisition Corp. (British Virgin Islands) filed its original Form S-4; the preliminary proxy statement/prospectus inside is dated February 12, 2026. It registers Class A common stock of A Paradise after its domestication as a Texas corporation, the continuing entity to be renamed Enhanced Group Inc. The document states the order as: the Domestication; then a First Merger in which ENHANCED merges with and into Merger Sub, with Enhanced continuing as the surviving corporation; then immediately a Second Merger of Enhanced into A Paradise, with A Paradise continuing as the survivor. Why it matters: This is the baseline version and it already fixes the conversion ratios — one-for-one on ordinary shares, one-eighth of a share per Right — while leaving the total registered blank, so no dilution ceiling is set. The transaction moves the company from BVI law to Texas law and creates a ten-vote Class B class at the same moment; who holds that class determines control of the surviving company, and this portion does not say.
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
●What changed:Inflection Point Acquisition Corp. IV (f/k/a Bleichroeder Acquisition Corp. I) filed its original Form S-4; the preliminary proxy statement inside is dated January 14, 2026. It registers up to 163,582,614 shares of common stock, 10,288,021 shares of Series A preferred stock, Series A Preferred Investor Warrants over up to 24,248,102 shares of common stock, 25,425,000 rights each to receive one tenth of one share of common stock, and 653,821 units — of Inflection Point, to be renamed Merlin, Inc. on domestication in Delaware. Why it matters: This is the baseline version and it already carries the full five-line registered structure: common stock, Series A preferred, investor warrants, rights converting at one tenth of a share, and units. The preferred and warrant lines sit outside the common-stock figure and must be counted separately when sizing dilution. Approval by a Special Committee in addition to the full board indicates the transaction was handled as one needing independent review. No vote date and no redemption deadline are set.
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
●What changed:Churchill Capital Corp X (CCCX, Cayman) filed a Form S-4 registration statement for its business combination with ColdQuanta, Inc. (d/b/a Infleqtion). The financial data tags disclose that Churchill Sponsor X LLC acquired 7,187,500 founder shares on February 15, 2024 for approximately $0.003 per share, that an April 2025 share capitalization added roughly 0.2 Class B share per existing share and a May 2025 capitalization added 1,725,000 more, leaving the Sponsor with 10,350,000 founder shares, and that the IPO closed May 15, 2025 with 41.4 million public units sold including full exercise of the underwriters' over-allotment (removing the 1,350,000-share forfeiture condition). Financial statements cover the SPAC through September 30, 2025 and ColdQuanta/Infleqtion through December 31, 2024, including its Seed, Seed II, Series A, B, B-1, C and C-1 preferred stock and licensing relationships with the University of Colorado Boulder and University of Wisconsin-Madison. Why it matters: The S-4 is the formal registration step for the Infleqtion deSPAC: a 41.4 million-unit ($414 million) trust against 10,350,000 founder shares bought for about $22,000, i.e. a 25% promote on the pre-redemption base.
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
●What changed:The original Form S-4 of FACT II Acquisition Corp., a Cayman Islands exempted company, with a preliminary proxy statement/prospectus dated December 31, 2025. It registers 40,759,791 shares of common stock and 8,750,000 warrants of FACT after its domestication as a Delaware corporation, the continuing entity to be renamed Precision Aerospace Defense Group, Inc. The Business Combination Agreement and Plan of Merger is dated November 26, 2025 among FACT, FACT II Acquisition LLC, Patriot Merger Subsidiary, Inc. and Precision Aerospace Defense Group, Inc., both Florida corporations. Why it matters: This is the baseline of the FACT II / PAD registration and it already fixes the dilution ceiling at 40,759,791 shares and 8,750,000 warrants, which is the maximum equity and warrant overhang this registration can produce. The agreement is described with no amendments against it as of this filing. No vote date and no redemption deadline are established.
●What changed:S-4 registration statement filed with the SEC on December 23, 2025, serving as a proxy statement/prospectus for HVII shareholders to vote on the proposed business combination with ONE Nuclear Energy LLC, and registering securities to be issued in the transaction. Initial S-4 filing detailing the terms: $1.00 billion all-stock base purchase price, up to 13 million earnout shares at $12.50/$15.00/$17.50 price milestones, estimated redemption price ~$10.34 per share based on trust account of ~$196.4 million as of Nov 30, 2025, and deadline Jan 21, 2027. Also includes a new promissory note (ex10-5) from ONE Nuclear to HVII for up to $300,000 for expenses with a $10,000 monthly commitment fee and trust account waiver, and financial statements for both entities. Why it matters: This is the primary disclosure document for the de-SPAC transaction. It provides full mechanics for redemption (deadline two business days before vote), dilution tables at redemption levels, sponsor conflicts, earnout structure, and risk factors. The promissory note is a related-party financing arrangement. Shareholders need this to vote on the merger and to decide whether to redeem.
●What changed:An S-4 Registration Statement filed by Black Hawk Acquisition Corp. (BKHA) with the SEC on December 22, 2025, which serves as a combined proxy statement/prospectus for an extraordinary general meeting where shareholders will vote on a proposed business combination (de-SPAC) with Vesicor Therapeutics, Inc. This is the initial S-4 filing for the de-SPAC. The document reveals that after the July 2025 extension vote, 69.2% of public shares were redeemed (~$51M), leaving ~2.1M public shares outstanding and ~$22.7M in the trust (trust/value ~$11.92). The sponsor has funded $750k in extension payments via convertible notes at $1.00/share. The deal values Vesicor at a $70M equity value. The combined company is required to secure a $10M PPM Investment as a condition to close; if waived, it will fail Nasdaq's $5M equity listing requirement and may be delisted. The target is a pre-revenue biotech with one product candidate, no patents filed, and no FDA approvals. Why it matters: This filing is the primary disclosure document for the de-SPAC vote. The material risk is the PPM condition: the target itself is uncertain it will close the $10M PIPE. If the condition is waived and shares are delisted, public shareholders may face an over-the-counter market and a potential near-total loss of liquidity. The near-70% redemption rate and the sponsor's ability to convert notes at a 90% discount ($1 vs $10 IPO) are significant sponsor conduct signals. The target is at the preclinical stage and its key technology claims are based on unverified case studies from Japan that Vesicor explicitly states cannot be relied upon.
●What changed:Filed under PROOF Acquisition Corp I's record; the registrant is Volato Group, Inc. (Delaware), its post-combination successor. This is the ORIGINAL Form S-4, preliminary and subject to completion dated December 15, 2025, a proxy statement/prospectus for a special meeting of Volato Group stockholders. It registers 57,718,662 shares of Volato Class A common stock. The Agreement and Plan of Merger and Reorganization is dated July 28, 2025 among Volato, Volato Merger Subsidiary, Inc. (Nevada) and M2i Global, Inc. (Nevada); Merger Sub merges into M2i Global, which survives as a Volato subsidiary. Why it matters: This is the baseline of the Volato / M2i Global registration and it shows the mechanism plainly: the fixed term is the 85% ownership share, and the registered 57,718,662 shares is simply what that percentage produces against an assumed Volato fully diluted base of 10,185,646 shares. Because the base is an assumption measured at the effective time, the share count is not a cap on the economics — it is a snapshot. Existing Volato holders are left with approximately 15% regardless of how the share count moves.
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
●What changed:Original Form S-4 of GigCapital7 Corp., filed November 12, 2025, registering up to 143,226,087 shares of common stock and 20,000,000 warrants for the business combination with Hadron Energy, Inc. under the Business Combination Agreement dated September 27, 2025. GigCapital7 domesticates from the Cayman Islands into Delaware under Section 388 of the DGCL, MMR Merger Sub, Inc. merges into Hadron Energy with Hadron surviving as a wholly owned subsidiary, and the domesticated company is renamed Hadron Energy, Inc. effective immediately following the consummation. Why it matters: 143,226,087 shares is the ceiling on issuance and therefore the measure of what a GigCapital7 public shareholder is diluted by. No PIPE is committed at this version: the cover page says, in brackets, only that GigCapital7 intends to enter into PIPE Subscription Agreements, naming no investors, no share count and no price, so no private placement proceeds can be relied on as closing cash. No Working Capital Loans had been made as of the date of the filing, and no registration file number had been assigned. The meeting date is blank.
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
●What changed:Pelican Acquisition Corporation (Cayman Islands exempted company) filed its ORIGINAL Form S-4; the preliminary proxy statement/prospectus inside is dated October 30, 2025. It registers up to 35,172,375 shares of common stock and 1,500,000 warrants of Pelican Holdco, Inc. ('PubCo', a Texas corporation) to be renamed Greenland Energy Company. The Agreement and Plan of Merger is dated September 9, 2025 among PubCo, SPAC Merger Sub, Inc., Greenland Exploration Limited, Greenland Merger Sub, Inc., March GL Company and March GL Merger Sub, Inc. — all Texas corporations. Why it matters: This is the baseline of the Pelican / Greenland Energy registration and it already fixes the ceiling at 35,172,375 shares and 1,500,000 warrants for a combination involving the SPAC plus two separate Texas operating companies, Greenland Exploration and March GL. The Conversion is the jurisdictional step: after it the surviving public company is governed by Texas law rather than Cayman law. No vote date and no redemption deadline are established.
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
●What changed:The original Form S-4 of TLGY Acquisition Corporation, a Cayman Islands exempted company, with a preliminary proxy statement/prospectus dated September 29, 2025. It registers up to 192,996,666 shares of Class A common stock and 11,500,000 warrants to purchase Class A common stock of StablecoinX Inc., a Delaware corporation. The Business Combination Agreement is dated July 21, 2025, with no amendment recorded against it at this version, among TLGY, StablecoinX Assets Inc., StablecoinX Inc., StablecoinX SPAC Merger Sub LLC and StablecoinX Company Merger Sub, Inc. Why it matters: The registered ceiling in this baseline version is 192,996,666 Class A shares against 11,500,000 warrants. That share figure is the maximum this registration statement can issue and is materially larger than the warrant line, so the equity, not the warrants, is where the dilution sits. The structure leaves both the SPAC and the target as subsidiaries of a new Delaware public company rather than merging one into the other. No vote date and no redemption deadline are set.
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
●What changed:Churchill Capital Corp IX ('CCIX', a Cayman Islands exempted company) filed its original Form S-4 — the cover reads 'FORM S-4' with no amendment number. It carries an EXPLANATORY NOTE describing the transaction: the proxy statement/prospectus relates to an Agreement and Plan of Merger and Reorganization dated June 5, 2025, amended September 8, 2025 and September 18, 2025 (amendments to the MERGER AGREEMENT, not to the registration statement), among CCIX, AL Merger Sub I, Inc., AL Merger Sub II, LLC and Plus Automation, Inc. ('PlusAI'). Why it matters: This is the baseline registration for the CCIX / PlusAI combination, filed one day after the second amendment to the merger agreement, so the terms it registers already reflect both September 2025 amendments. The two-step merger leaves the operating business in an LLC subsidiary, the standard structure for a particular tax treatment, and the Domestication moves CCIX to Delaware law before that occurs. No share counts, vote date or redemption deadline appear in the extracted portion.
●What changed:FG Merger II Corp. ('FGMC', Nevada) filed its ORIGINAL Form S-4, a preliminary JOINT proxy statement/prospectus dated September 18, 2025 covering special meetings of both FGMC and BOXABL Inc. stockholders. It registers 247,910,599 shares of common stock and 102,089,401 shares of preferred stock of FG Merger II Corp., to be renamed BOXABL Inc. The Agreement and Plan of Merger is dated August 5, 2025 among FGMC, FG Merger Sub II Inc. and BOXABL, with no amendment recorded against it at this version. Why it matters: This baseline registers 247,910,599 common and 102,089,401 preferred shares — 350,000,000 in total — for the BOXABL side, and its cover carries no separate prospectus line for FGMC's own shares, rights or warrants. The transaction requires FGMC to convert from Nevada to Texas, changing the corporate law governing the surviving public company. No merger-agreement amendments, no vote date and no redemption deadline are recorded here.
●What changed:Spring Valley Acquisition Corp. II ('SVII', a Cayman Islands exempted company) filed its original Form S-4; the preliminary proxy statement/prospectus inside is dated August 22, 2025. It registers up to 30,863,429 shares of common stock, 20,000,000 warrants, and 20,000,000 shares of common stock underlying those warrants, of SVII after its domestication as a NEVADA corporation, to be renamed Eagle Nuclear Energy Corp. The Agreement and Plan of Merger dated July 30, 2025 is among SVII, Spring Valley Merger Sub II, Inc. and Eagle Energy Metals Corp., both Nevada corporations. Why it matters: The rights conversion has a mechanical trap stated in the document: rights convert in MULTIPLES OF TEN, so a holder of fewer than ten rights, or of a number not divisible by ten, does not receive a whole share for the remainder. The registered warrant line — 20,000,000 warrants plus the 20,000,000 shares they would become — is a claim on the equity roughly two thirds the size of the 30,863,429 registered share line, so warrant overhang is a large part of this structure. Only one Class B share is outstanding, so the usual founder-share conversion is immaterial here.
●What changed:Original Form S-4 of HCM II Acquisition Corp., filed July 17, 2025 with the file number line blank, registering shares and warrants for the business combination with Terrestrial Energy Inc. under the Business Combination Agreement dated March 26, 2025. HCM II domesticates from the Cayman Islands into Delaware under Section 388 of the DGCL and is renamed Terrestrial Energy Inc.; HCM II Merger Sub Inc. merges into Terrestrial Energy, which survives as a wholly owned subsidiary, and substantially all of the combined company's assets and business are held and operated by Terrestrial Energy Opco. Why it matters: The cover registers up to [ ] shares of common stock and [ ] warrants, so the founding version of this deal's registration statement states no dilution figure at all. It does fix the redemption sequence: at least one day prior to the Domestication, HCM II redeems the public shares properly tendered for redemption in connection with the business combination under its Cayman constitutional documents. The proxy statement/prospectus is preliminary and subject to completion, and the extraordinary general meeting date is not yet set.
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
●What changed:Filed under ESGEN Acquisition Corp's record; the registrant is Zeo Energy Corp., its post-combination successor. This is the original Form S-4, preliminary and subject to completion dated July 2, 2025, addressed to the stockholders of Heliogen, Inc. It describes an Agreement and Plan of Merger and Reorganization dated May 28, 2025 among Zeo Energy Corp., Hyperion Merger Corp., Hyperion Acquisition LLC and Heliogen, Inc., providing for the acquisition of Heliogen by Zeo Energy in an all-stock transaction, with Merger Sub I merging into Heliogen as the surviving company. Why it matters: The consideration is all stock with no cash leg, so Heliogen holders take Zeo Energy price risk from signing through closing with nothing to cushion it. The two-step First/Second Merger ending in an LLC survivor is the standard structure for a particular tax treatment. The exchange ratio — the one number that determines what a Heliogen share is worth — is not in this extract and must be read from the full document before it is published anywhere.
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
●What changed:Filed under East Resources Acquisition Co's record; the registrant is Abacus Global Management, Inc. (Delaware, Nasdaq: ABL), its post-combination successor. This is the ORIGINAL Form S-4187, a preliminary Prospectus/Offer to Exchange subject to completion dated June 30, 2025 — not a merger registration. Abacus offers holders of its outstanding public warrants and private placement warrants 0.23 common shares for each warrant tendered and exchanged, together with a consent solicitation. Why it matters: This version supplies the arithmetic the amendment does not: 20,623,395 warrants outstanding in total against a maximum issuance of 4,743,381 shares, which is exactly the 0.23 ratio applied to every warrant. That figure is the upper bound on the dilution from the exchange, and it is the price of removing the entire warrant overhang. Because fractional shares are not issued, a holder tendering a small odd number of warrants loses the fractional remainder. The deadline of 11:59 p.m. ET on July 29, 2025 governs both tendering and withdrawal.
●What changed:Filed under Bull Horn Holdings Corp.'s record; the registrant is Coeptis Therapeutics Holdings, Inc. (Delaware), its post-combination successor. This is the ORIGINAL Form S-4174, subject to completion dated June 25, 2025, addressed to Coeptis stockholders. It describes an Agreement and Plan of Merger dated April 25, 2025 among Coeptis, CP Merger Sub, Inc. (a Wyoming corporation and wholly owned direct subsidiary) and Z Squared Inc. (a Wyoming corporation), under which Merger Sub merges into Z Squared, with Z Squared surviving as a wholly owned subsidiary of Coeptis. Why it matters: This is the baseline of the Coeptis / Z Squared registration. It establishes the parties, the direction of the merger and the date of the agreement, but expresses the consideration only as a per-share portion of an aggregate determined under the merger agreement — no share count, ratio or ownership percentage appears in the extracted portion, so none should be attributed to this filing.
●What changed:Filed under MedTech Acquisition Corp's record; the registrant is TriSalus Life Sciences, Inc. (Delaware), its post-combination successor. This is the ORIGINAL Form S-4167, a preliminary Prospectus/Offer to Exchange — not a merger registration. TriSalus offers holders of its outstanding Series A Convertible Preferred Stock (par $0.0001) the opportunity to receive common stock (par $0.0001) in exchange for each preferred share tendered, together with a consent solicitation. Why it matters: The formula is the whole economics: preferred holders are paid out at a fixed $4.00 exchange price for a value that includes dividends they have not yet earned — everything that would accrue through August 10, 2027 — so the offer pulls forward more than two years of future dividends into shares issued today. Against 3,594,002 preferred shares outstanding, up to 11,860,206 common shares would be issued, roughly 3.3 common shares per preferred share.
●What changed:Original Form S-4 of Helix Acquisition Corp. II, filed June 20, 2025 with no registration number yet assigned, registering up to 28,000,000 shares of common stock for the business combination with TheRas, Inc. (d/b/a BridgeBio Oncology Therapeutics) under the Business Combination Agreement dated February 28, 2025, as amended by Amendment No. 1 to that agreement dated June 17, 2025. Helix domesticates from the Cayman Islands into Delaware under Section 388 of the DGCL and is renamed BridgeBio Oncology Therapeutics, Inc. at Closing. Why it matters: This is the first version to state the ceiling: up to 28,000,000 shares of common stock, which is what a Helix public shareholder is diluted by if no one redeems. The Helix Board approved the deal on February 27, 2025 on the unanimous recommendation of a transaction committee, and the agreement was signed the following day. The Domestication is intended to occur one business day prior to the Closing Date, with the redemption of Helix Class A ordinary shares effected immediately prior to it. The meeting date is left blank.
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
●What changed:Original Form S-4 of Ares Acquisition Corporation II, filed May 14, 2025, with no registration number yet assigned, for the business combination with Kodiak Robotics, Inc. under the Business Combination Agreement dated April 14, 2025. AACT deregisters in the Cayman Islands and domesticates into Delaware under Section 388 of the DGCL, is renamed Kodiak AI, Inc., and at least one day after the Domestication AAC II Merger Sub, Inc. merges into Legacy Kodiak, which survives as a direct wholly owned subsidiary. Why it matters: The board and a special committee of the board both approved the deal, so the conflicted-sponsor question was put to a separate body rather than to the full board alone. The cover registers shares of common stock and warrants without stating any number, so this first version does not let an AACT holder size the dilution. It also records that on April 22, 2025, in connection with the Extension, every outstanding Class B ordinary share of par value $0.0001 converted one-for-one into a Class A ordinary share, so the founder block now votes as Class A.
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
●What changed:The original Form S-4 of GSR III Acquisition Corp., a Cayman Islands exempted company, with a preliminary proxy statement/prospectus dated May 14, 2025. The document names the issuer of the registered securities two different ways: the cover reads '80,241,571 ORDINARY SHARES OF TERRA INNOVATUM GLOBAL S.R.L.', while the body describes GSR III becoming a wholly owned subsidiary of Terra Innovatum Global N.V. The business combination agreement is dated April 21, 2025 between GSR III and Terra Innovatum s.r.l., an Italian limited liability company. Why it matters: This is the baseline of the GSR III / Terra Innovatum registration and it sets the registered ceiling at 80,241,571 ordinary shares — a figure that holds unchanged across the later amendments in this series. Every date is blank, so nothing here fixes a vote date, mailing date or redemption deadline. The target is an Italian limited liability company, so the combination moves the listing's underlying operating entity outside U.S. corporate law.
●What changed:Filed under Alpha Healthcare Acquisition Corp III's record; the registrant is Longevity Health Holdings, Inc. (Delaware), its post-combination successor. This is the original Form S-4 and its cover is unfilled: the registration number reads 'No. 333-', the filing date '[ ], 2025', and the prospectus inside is 'SUBJECT TO COMPLETION, DATED [ ], 2025'. It describes an Agreement and Plan of Merger dated April 11, 2025 among Longevity, 20/20 Biolabs, Inc., Longevity Health Biomarkers, Inc. ('Merger Sub') and Jonathan Cohen as Stockholder Representative, under which Merger Sub merges into Biolabs. Why it matters: The consideration has two parts and only one of them is certain: shares at an Exchange Ratio calculated under the agreement, plus a CVR whose entire value is contingent on an earnout that caps at 402,744 shares in aggregate across all holders. A CVR pays only 'if, as and when payable', so it should never be counted as consideration received at closing. The earnout share cap is anti-dilution protected against splits and recapitalisations, which fixes its economic size rather than its share count. The numeric Exchange Ratio is not in the extracted portion and must be read from page 79 onward.
●What changed:Registration statement on Form S-4 containing a preliminary proxy statement/prospectus for an extraordinary general meeting of shareholders to approve the business combination with VIWO Technology Inc. Initial S-4 filing detailing the proposed merger with VIWO Technology Inc. Provides full terms: VIWO valued at $100 million, issuance of 9,950,250 ordinary shares, resulting pro forma ownership (public shareholders ~34.89%, sponsor ~9.74%, VIWO shareholders ~54.89% assuming no redemptions), redemption mechanics, trust account value ($58.6M as of Dec 31, 2024), estimated per-share redemption price (~$10.05), and conditions for closing including net tangible assets of at least $5,000,001. Also includes sponsor compensation disclosures, conflict of interest description, and risk factors including CSRC filing uncertainty. Why it matters: Sets the record date and meeting date for shareholder vote; provides redemption deadline procedures and trust account details essential for investors deciding whether to redeem. Highlights key deal risks: (1) VIWO has not completed CSRC filing, which could prevent closing; (2) high redemptions could cause net tangible assets to fall below $5M minimum; (3) sponsor has significant incentive to close any deal (founder shares worth $25K at risk). Includes performance-based lock-up for VIWO shares (2-3 year release based on revenue growth). Also provides pro forma financials showing net income of $2.59M for year ended Dec 31, 2024.
●What changed:ProKidney Corp. (a Cayman Islands exempted company; filed under the record of its predecessor SPAC) filed a Form S-4, a preliminary proxy statement/prospectus subject to completion dated March 31, 2025 for its 2025 ANNUAL general meeting. It registers up to 292,707,888 shares of Class A common stock and Class B common stock of ProKidney Corp. after its domestication as a Delaware corporation. The meeting is to be held at 399 Boylston Street, Ste. 350, Boston, MA at 10:00 a.m. Eastern Time on a date left blank. Why it matters: This is not a merger registration at all — it registers the shares of an existing public company re-incorporating from the Cayman Islands into Delaware, put to an annual general meeting. The conflict disclosure is the substantive content: directors holding Class B ordinary shares and ProKidney LP units are parties to a Tax Receivable Agreement, an arrangement that pays them a share of the company's future tax benefits, and the domestication can affect how that agreement operates.
●What changed:Registration statement on Form S-4 containing a proxy statement/prospectus for a special meeting of stockholders to approve a business combination (merger) between FutureTech II Acquisition Corp. (SPAC) and Longevity Biomedical, Inc., including related transactions such as the acquisition of Aegeria Soft Tissue LLC and Cerevast Medical, Inc. This is the initial S-4 filing. It discloses the terms of the Merger Agreement (signed September 16, 2024), the merger consideration ($100 million, equating to approximately $10.00 per share for Longevity stockholders with adjustments), the trust account balance (~$26.5 million as of January 24, 2025, yielding a trust value of ~$11.88 per public share), the redemption mechanics (two business days prior to meeting), the extension history (three extensions to August 18, 2025), and the risk of Nasdaq delisting due to the 36-month rule (IM-5101-2). Also detailed are overpayments in redemptions for prior extensions, the new PIPE investment ($5 million at $5 per share), pro forma ownership tables, and financial projections for Longevity's pipeline products. Why it matters: This filing provides critical information for stockholders evaluating the merger and redemption decisions. Key matters include: (1) the trust value per share ($11.88) vs. the merger exchange ratio; (2) the sponsor's voting and redemption waivers (controlling ~79% of shares); (3) the risk that Nasdaq may delist the stock due to the business combination deadline exceeding the 36-month limit; (4) the financial health and development-stage risks of the combined company (Longevity, Aegeria, Cerevast) with no current revenue and significant accumulated deficits; (5) the potential dilutive effects from warrants, extension loans, and the PIPE; (6) the extension loan overpayment clawback; and (7) the fairness opinion from Newbridge Securities.
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
●What changed:Original Form S-4 of flyExclusive, Inc. — the company EG Acquisition Corp. took public — filed February 14, 2025 to register Class A common stock, $0.0001 par value, issuable to Jet.AI Inc. stockholders under the Agreement and Plan of Merger and Reorganization dated February 13, 2025. As a condition to closing, Jet.AI distributes all shares of Jet.AI SpinCo, Inc. pro rata to its stockholders, and FlyX Merger Sub, Inc. then merges into SpinCo, with SpinCo surviving as a wholly owned subsidiary of flyExclusive. Why it matters: The document doubles as Jet.AI's Regulation 14A proxy for the special meeting that must approve the Transactions Proposal, so Jet.AI holders vote on a spin-off-then-merge structure in which the distribution is a closing condition rather than a separate step they can decline. The number of flyExclusive shares to be issued is not stated on the cover of this first version. The meeting date, time, webcast address, dial-in, pin and record date are all left blank, so no voting deadline can be read from this filing.
●What changed:The original Form S-4 of Goldenstone Acquisition Limited, a Delaware blank check company, subject to completion dated January 29, 2025. Holders of common stock are asked to approve the Business Combination Agreement dated June 26, 2024 and amended on January 28, 2025 — the day before the prospectus date — among Goldenstone, Pacifica Acquisition Corp., a Delaware wholly owned subsidiary, and Infintium Fuel Cell Systems, Inc., a Delaware corporation and co-registrant on this filing. A separate proposal would adopt a Second Amended and Restated Certificate of Incorporation. Why it matters: This is the baseline of the Goldenstone / Infintium registration, filed one day after the single amendment to a business combination agreement signed seven months earlier. No vote date, meeting address or registered share count is fixed by it. The virtual-only format is stated from the outset, so there was never an in-person option for this meeting.
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
●What changed:Iron Horse Acquisitions Corp. (a Delaware blank check company) filed its ORIGINAL Form S-4; the preliminary proxy statement/prospectus inside is dated December 19, 2024. Stockholders will be asked to approve a Business Combination Agreement dated September 27, 2024 WHICH WAS AMENDED AND RESTATED ON DECEMBER 18, 2024 — the day before this filing — among Iron Horse, Rosy Sea Holdings Limited (a British Virgin Islands company, the 'Seller') and Zhong Guo Liang Tou Group Limited ('CFI', also BVI). The Seller owns 100% of CFI's issued and outstanding capital stock. Why it matters: This is a stock-for-stock purchase from a single 100% owner rather than a merger, so there is no target shareholder vote, no dissenters' appraisal mechanism on the target side and no minority to be squeezed out — the entire counterparty risk rests on one BVI seller. The operative document is the December 18, 2024 amended and restated agreement, not the September 27, 2024 original. No vote date, meeting address or registered share count is fixed by this version.
●What changed:Original Form S-4 of Inflection Point Acquisition Corp. II, filed November 12, 2024 with no registration number yet assigned, registering 141,003,414 shares of common stock and 20,150,000 warrants for the business combination with USA Rare Earth, LLC under the Business Combination Agreement dated August 21, 2024, as amended by a First Amendment dated November 12, 2024 — the same day as this filing. Inflection Point domesticates into Delaware, IPXX Merger Sub, LLC merges into USARE, and the company is renamed USA Rare Earth, Inc. Why it matters: This is an Up-C rather than a simple merger: Inflection Point becomes the managing member of USARE OpCo and substantially all the assets and business stay in the OpCo and its subsidiaries, so public shareholders hold the managing member rather than the operating assets directly. 141,003,414 shares plus 20,150,000 warrants is the ceiling on issuance. Inflection Point redeems the public shares properly tendered for redemption at least one day prior to the Domestication, so the redemption right is exercised while it is still a Cayman company.
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
●What changed:Original Form S-4 of Southport Acquisition Corporation, filed November 12, 2024 with no registration number yet assigned, for the merger of Sigma Merger Sub, Inc. into Angel Studios, Inc. under the Agreement and Plan of Merger dated September 11, 2024. Angel Studios survives as a wholly owned subsidiary and Southport is renamed Angel Studios, Inc. The prospectus covers 99,097,103 shares of Class A common stock and 87,387,966 shares of Class B common stock of the combined company. Why it matters: The Aggregate Merger Consideration is the Base Purchase Price divided by $10.00, and the Base Purchase Price is $1.5 billion of pre-transaction equity value for Angel Studios plus the gross proceeds of any financing Angel Studios enters into between signing and Closing — so target-side fundraising increases the shares issued rather than the cash retained. Southport is convening a special meeting of public warrantholders alongside its stockholder meeting, so warrant terms are themselves on the ballot. Fractional shares are rounded down and no cash is paid in lieu.
●What changed:AlphaVest Acquisition Corp ('SPAC' or 'ATMV', a Cayman Islands exempted company) filed its ORIGINAL Form S-4; the preliminary proxy statement/prospectus inside is dated November 12, 2024. It registers 25,239,378 SHARES of AlphaVest common stock after its domestication as a Delaware corporation — and the post-combination NAME IS A BLANK on the cover, reading 'WHICH WILL BE RENAMED [ ]'. The transaction rests on a Business Combination Agreement dated August 16, 2024 among ATMV, AV Merger Sub Inc and AMC Corporation (Washington), under which AMC becomes a wholly owned subsidiary of the SPAC. Why it matters: This is the baseline of the AlphaVest / AMC registration and it registers 25,239,378 shares — a higher figure than the amendments that follow it in this registration statement, so the cover number is version-specific and moved downward over the course of SEC review. The surviving company had no name at this point. No vote date and no redemption deadline are set.
●What changed:Original Form S-4 of Welsbach Technology Metals Acquisition Corp., filed November 12, 2024 with no registration number yet assigned, for the merger of WTMA Merger Subsidiary LLC into Evolution Metals LLC under the Amended and Restated Agreement and Plan of Merger dated November 6, 2024, as amended by Amendment No. 1 dated November 11, 2024 — signed the day before this filing. WTMA is expected to be renamed Evolution Metals Technologies Corp. The prospectus covers up to 615,785,471 shares of common stock. Why it matters: 615,785,471 shares is an extraordinarily large registered block for a SPAC of this size, and it is the number that measures what a WTMA public stockholder is being diluted by. The transaction is not a single-target merger: alongside Evolution Metals LLC the co-registrants include Critical Mineral Recovery, Inc. of Missouri and four South Korean operating companies — Handa Lab Co., Ltd., KCM Industry Co., Ltd., KMMI INC. and NS World Co., Ltd. — and closing requires approval from the equity holders of those other Target Companies as well as from WTMA stockholders.
●What changed:Original Form S-4 of Denali Capital Acquisition Corp., filed November 6, 2024 with no registration number yet assigned, for the merger of Denali Merger Sub Inc. into Semnur Pharmaceuticals, Inc. under the Agreement and Plan of Merger dated August 30, 2024. Denali deregisters in the Cayman Islands and domesticates into Delaware under Section 388 of the DGCL, is renamed Semnur Pharmaceuticals, Inc., and Semnur is renamed Semnur, Inc. and continues as a wholly owned subsidiary. Why it matters: The registered block is unusually broad for a SPAC deal: 262,684,337 shares of common stock, 524,622 units, 6,000,000 shares of Series A preferred stock and 8,760,000 warrants, so a Denali holder is being diluted by a preferred class and a unit tranche as well as by common. The target is not independent — Semnur is a wholly owned subsidiary of Scilex Holding Company, so this is a carve-out of a listed parent's asset into the SPAC. The extraordinary general meeting date and time are left blank in this preliminary version.
●What changed:Yotta Acquisition Corporation (a Delaware blank check company) filed its ORIGINAL Form S-4; the preliminary proxy statement/prospectus inside is dated October 15, 2024. Holders of common stock (par $0.0001) will be asked to approve the Merger Agreement dated August 20, 2024 — described here with NO amendment against it — among Yotta, Yotta Merger Sub, Inc. (a Maryland corporation and wholly owned Yotta subsidiary) and DRIVEiT Financial Auto Group, Inc. (a Maryland corporation). Why it matters: This is the baseline of the Yotta / DRIVEiT registration, filed roughly eight weeks after the merger agreement was signed and before any amendment to it. The target is a Maryland corporation while Yotta is Delaware, so the two sides are governed by different state corporate law until closing. No vote date, meeting address or registered share count appears in the extracted portion.
●What changed:Original Form S-4 of FTAC Emerald Acquisition Corp., filed October 4, 2024 with no registration number yet assigned, for the merger of EMLD Merger Sub Inc. into Fold, Inc. under the Agreement and Plan of Merger dated July 24, 2024. Fold survives as a wholly owned subsidiary and Emerald is renamed Fold Holdings, Inc. Each share of Fold common stock converts into Emerald Class A common stock at an Exchange Ratio equal to the Aggregate Merger Consideration divided by Fold's fully diluted capital stock, with fractions rounded down. Why it matters: At this first version Emerald's Class A stock, units and public warrants are listed on the Nasdaq Capital Market under FLD, FLDDU and FLDDW, and Emerald intends to apply to continue the listing of New Fold on the Nasdaq Global Market. The Sponsor purchased 7,992,750 Founder Shares on June 2, 2021 and, with Emerald's officers and directors, has agreed to vote them in favour of the business combination, so the sponsor block is committed before any public vote. The meeting date, time and webcast address are all left blank.
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
●What changed:Original Form S-4 of Blue Owl Finance LLC as issuer and Blue Owl Capital Inc. as parent guarantor — the company Altimar Acquisition Corp. took public — filed September 10, 2024 with no registration number yet assigned. It registers Exchange Notes to be offered for any and all corresponding outstanding Original Notes across five series: 7.397% Senior Notes due 2028, 3.125% due 2031, 4.375% due 2032, 6.250% due 2034 and 4.125% due 2051. The cover table at this first version lists coupons and CUSIPs without the aggregate principal amounts. Why it matters: This is a debt exchange offer by a post-deSPAC issuer, so there is no shareholder vote, no redemption election and no dilution of equity holders — an S-4 filed by a former SPAC is not necessarily a merger. The body states the sizes: up to $59.8 million of the 2028 notes, $700.0 million of the 2031 notes, $400.0 million of the 2032 notes, $1.0 billion of the 2034 notes — being $750.0 million of initial notes plus additional notes of the same class — and $350.0 million of the 2051 notes. Eleven Blue Owl entities guarantee the notes on a senior unsecured basis.
●What changed:Bowen Acquisition Corp (a Cayman Islands exempted company) filed its ORIGINAL Form S-4; the preliminary proxy statement/prospectus inside is dated September 10, 2024. It registers 8,646,377 ordinary shares of Bowen Acquisition Corp. The extraordinary general meeting is to be a VIRTUAL meeting held on '[ ], 2024, at [ ] [a.m./p.m.], Eastern Time' — date and time blank — with the webcast address given as https://www.cstproxy.com/bowenacquisition/[ ], the final path segment also blank. Why it matters: This is the baseline of the Bowen / Qianzhi registration and it already fixes the registered ceiling at 8,646,377 ordinary shares — a figure that does not move through any later amendment of this registration statement. Nothing about the meeting is fixed. The operating target is PRC-incorporated and sits beneath a newly formed Cayman holding company, so the listed entity will hold operations subject to PRC jurisdiction through an offshore structure.
●What changed:Original Form S-4 of PowerUp Acquisition Corp., filed September 6, 2024 with no registration number yet assigned, for the business combination with Aspire Biopharma, Inc., a Puerto Rico corporation, under the Agreement and Plan of Merger dated August 26, 2024 as amended by an Amendment Agreement dated September 5, 2024. PowerUp deregisters under Article 206 of the Cayman Islands Companies Act, domesticates under Section 388 of the DGCL and is renamed Aspire Biopharma Holdings, Inc. The prospectus covers 45,937,500 shares of common stock and 14,375,000 warrants. Why it matters: Shareholders are asked to vote on the PowerUp Domestication and the business combination as separate items, so the move to Delaware is its own decision rather than an automatic consequence. Each Class A ordinary share of $0.0001 par value converts one-for-one into New Aspire Class A common stock, and each whole public warrant becomes the right to buy one New Aspire share at an exercise price of $11.50 under the Warrant Agreement dated February 17, 2022, so warrant economics carry across the domestication unchanged. The meeting date is not stated.
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
●What changed:Preliminary Proxy Statement and Prospectus forming part of a Form S-4 Registration Statement, registering 12,000,000 shares of Common Stock in connection with a proposed Business Combination/Merger between AltEnergy Acquisition Corp. and Car Tech, LLC. Merger Deal Progress & Redemption Mechanics: The Proxy Statement discloses a definitive Merger Agreement dated February 21, 2024, establishing a reverse triangular merger where Car Tech survives as a wholly-owned subsidiary. Regarding redemption mechanics, the filing states the Trust Account held approximately $8,344,700 as of April 30, 2024. The stated per-share redemption price calculation adds $100,000 from a restricted investment account to the Trust balance, yielding an estimated redemption price of approximately $10.[*] per Public Share. The filing also records a $2,224,846 U.S. federal excise tax liability on redemptions. Extension mechanisms detail approvals extending the combination deadline to November 2, 2024, with board authority to further extend up to six monthly increments through May 2, 2025. A hard closing condition requires sourcing at least $50,000,000 via PIPE Financing. Sponsor Conduct & Capital Structure: According to the Proxy Statement, the Sponsor controls approximately 78% of voting power and guarantees approval of all proposals. The Sponsor’s 5,500,000 converted Founder Shares face time-based vesting and forfeiture clauses tied to $14.00 and $18.00 price targets over five or ten-year horizons. Related party obligations highlighted include $1,175,000 in outstanding Sponsor working capital loans, $280,800 accrued in Chief Financial Officer consulting fees, and $225,000 in deferred administrative support fees. Operational Substance & Valuation: Car Tech’s audited financial statements report 2023 revenues of $60,937,188 and a net loss of $(4,589,594). The company supplies Body-in-White components to OEMs including BMW, Volvo, and Volkswagen. The Aggregate Merger Consideration is valued at $80,000,000 upfront, plus up to $40,000,000 contingent on future performance. Controlling member Shinyoung Co., Ltd. contributes $29,983,000 in intercompany debt (documented across twelve separate loan agreements executed between late 2022 and early 2024) into Car Tech capital in exchange for membership units, alongside transferring 4,800,000 Parent Private Placement Warrants to members and granting Shinyoung an option for the remainder at $4.00 per warrant. Why it matters: Provides holders with definitive redemption pricing parameters, dilution metrics from warrants/earnouts, and explicit sponsorship control dynamics. Establishes material closing hurdles (the $50,000,000 PIPE condition) and outlines the economic incentives/constraints for insiders versus public stockholders ahead of the virtual Special Meeting.
●What changed:Original Form S-4 of Zura Bio Limited, filed July 11, 2024 with no registration number yet assigned. It registers a prospectus/offer to exchange rather than a merger: Zura Bio, successor to JATT Acquisition Corp, offers holders of the IPO warrants 0.30 Class A ordinary shares for each warrant tendered, alongside a consent solicitation to amend the warrant agreement dated July 16, 2021. As of July 10, 2024 a total of 12,809,996 IPO warrants were outstanding, and up to 3,842,999 Class A ordinary shares are offered in exchange for all of them. Why it matters: Tendering and consenting are bundled: a holder may not consent without tendering and may not tender without consenting. The Warrant Amendment would let Zura Bio require every warrant still outstanding after the offer to be exchanged at 0.27 shares, which the filing describes as a ratio 10% less than the offer. Holders of about 40.7% of the public warrants and 65.3% of the private placement warrants are already committed under a tender and support agreement, leaving roughly a further 9.3% of the public warrants to carry the amendment. The offer expires at 11:59 p.m. Eastern on August 8, 2024.
●What changed:Original Form S-4 of Swiftmerge Acquisition Corp., filed July 3, 2024 with no registration number yet assigned, for the acquisition of all the equity interests in AleAnna Energy, LLC through a merger involving Swiftmerge HoldCo LLC and Swiftmerge Merger Sub LLC. Swiftmerge deregisters in the Cayman Islands and transfers by way of continuation into Delaware, and the continuing entity is renamed AleAnna, Inc., with AleAnna becoming an indirect subsidiary of the Surviving PubCo. The prospectus covers 78,963,389 shares of Class A common stock and 11,250,000 warrants. Why it matters: The 11,250,000 shares underlying the warrants are stated to sit inside the 78,963,389 figure, so the cover is the whole registered amount rather than a base the warrants are added to. At the closing each SPAC Class A ordinary share of $0.0001 par value converts into one share of Surviving PubCo Class A common stock and each Class B ordinary share converts as well, so a non-redeeming public holder's share count does not change and the dilution comes from what is issued for AleAnna. This first version is undated, carries no registration number and names no meeting date.
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
●What changed:Original Form S-4 of Bellevue Life Sciences Acquisition Corp., filed June 28, 2024 with no registration number yet assigned, for the Share Exchange with OSR Holdings Co., Ltd. of the Republic of Korea under the Amended and Restated Business Combination Agreement dated May 23, 2024. BLAC issues up to 24,461,214 shares of common stock, par value $0.0001, to the Participating Company Stockholders in exchange for their OSR Holdings Series A common stock, and is renamed OSR Holdings, Inc. Why it matters: BLAC acquires only part of the target: on closing it directly owns at least 60% of OSR Holdings, and the Non-Participating Company Stockholders keep the rest, subject to put and call rights that become exercisable on or after January 1, 2026 or on notice of a change of control. Against an Aggregate Consideration Value of $244,612,136 and a stated Per Share Consideration of $129.62, an aggregate 14,676,728 shares are issued at consummation, that being 60% of the Aggregate Consideration. The lock-up runs only to December 31, 2025 and excludes 30% of the shares.
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
●What changed:Form S-4 of Jet.AI Inc., successor to Oxbridge Acquisition Corp., filed June 27, 2024 with no registration number yet assigned. It is not a merger registration but a Prospectus/Offer to Exchange plus consent solicitation: Jet.AI offers common stock for its outstanding warrants, with the offer period and withdrawal rights expiring at 11:59 p.m. Eastern on July 25, 2024. Holders receive 0.3054 common shares for each Redeemable Warrant or Private Warrant and 1.0133 common shares for each Merger Consideration Warrant tendered. Why it matters: This is the warrant overhang from the Oxbridge de-SPAC being retired for equity rather than cash. As of June 26, 2024 there were 23,052,625 warrants outstanding — 9,859,220 Redeemable, 7,433,405 Merger Consideration and 5,760,000 Private — and the company offers up to 12,334,621 common shares to take them all in. The exchange is materially better for the ten-year Merger Consideration Warrants, which carry a $15.00 exercise price and convert at above one-for-one, than for the five-year warrants exercisable at $11.50.
●What changed:Form S-4 of Amprius Technologies, Inc., the company Kensington Capital Acquisition Corp. IV took public, filed June 24, 2024 with no registration number yet assigned. It is a Prospectus/Offer to Exchange rather than a merger registration: Amprius offers 0.197 shares of common stock for each private placement warrant tendered, with the offer expiring at 5:00 p.m. Eastern on July 23, 2024. The offer is not extended to the public warrants or to the PIPE warrants issued in connection with the September 2022 business combination. Why it matters: This retires sponsor-side warrants only. As of June 18, 2024 there were 15,900,000 Private Warrants outstanding, each exercisable at $11.50 under the Warrant Agreement dated March 1, 2022; Kensington Capital Partners, LLC holds 4,700,000 and has agreed to tender them under a Tender and Support Agreement, while director Justin Mirro has waived his right to participate for the 200,000 he holds directly. Up to 3,092,900 shares are offered, which the filing puts at 2.8% of the shares outstanding after the offer.
●What changed:The original Form S-4 of Oak Woods Acquisition Corporation, a Cayman Islands exempted company. The document is extensively unfilled: the cover reads 'SUBJECT TO COMPLETION, DATED JUNE __, 2024' and 'PROSPECTUS FOR UP TO _[___ ____] ORDINARY SHARES', and the first amendment to the merger agreement is described as entered into on '[ ], 2024'. The underlying Merger Agreement and Plan of Reorganization is dated August 11, 2023 among OAKU, Huajin (China) Holdings Limited, Xuehong Li as Shareholders' Representative and Oak Woods Merger Sub Inc., with Merger Sub merging into Huajin. Why it matters: This is the baseline of the Oak Woods / Huajin registration and it fixes no share count, no prospectus date and no amendment date — all are placeholders. It establishes only the parties, the August 11, 2023 agreement date and the intended post-closing name. Nothing quantitative should be attributed to it.
●What changed:Original Form S-4 of Hagerty, Inc. — the company Aldel Financial Inc. took public — filed June 3, 2024 with no registration number yet assigned. It is not a merger document: it is an offer to exchange every outstanding warrant for 0.20 shares of Class A common stock, together with a consent solicitation to amend both warrant agreements. As of May 15, 2024 a total of 19,483,539 warrants were outstanding and the offer covers up to 3,896,707 shares. The offer period expires one minute after 11:59 p.m. Eastern time on July 2, 2024. Why it matters: The consent is the part that binds holders who do nothing: if adopted, the amendments let the Company force every warrant still outstanding after the offer to be exchanged at 0.18 shares — a ratio 10% below the 0.20 offered to those who tender. Support agreements already cover roughly 44.3% of the public warrants, 57.2% of the private placement warrants and 81.5% of the PIPE warrants, so only about another 5.7% of public warrant consents are needed. The IPO warrants trace to the warrant agreement dated April 8, 2021 and the PIPE warrants to the one dated December 2, 2021.
●What changed:Original Form S-4 of TriSalus Life Sciences, Inc. — formerly MedTech Acquisition Corp. — filed May 24, 2024 with no registration number yet assigned. It is a prospectus and offer to exchange rather than a business combination: every warrant may be tendered for 0.3 shares of common stock, alongside a consent solicitation to amend the warrant agreement dated December 17, 2020. As of May 23, 2024, 14,215,112 warrants were outstanding — 8,281,779 public, 4,933,333 private placement and 1,000,000 working capital — and the offer covers up to 4,264,532 shares. Why it matters: If the consent passes, the Company gains the option to force every warrant left outstanding after the offer to convert at 0.27 shares, a ratio 10% below the 0.3 offered for tendering, so declining to tender is not a way to preserve the better terms. The offer and withdrawal rights expire one minute after 11:59 p.m. Eastern Standard Time on June 25, 2024, and completion is not conditioned on any minimum number of warrants being tendered. The public warrants trade on the Nasdaq Global Market as TLSIW; the private placement and working capital warrants are not listed anywhere.
●What changed:IX Acquisition Corp. ('IXAQ', a Cayman Islands exempted company) filed its original Form S-4; the preliminary proxy statement/prospectus inside is dated May 13, 2024. It registers up to 43,378,679 shares of common stock and 18,650,000 warrants to purchase common stock (for issuance) of IXAQ, to be renamed AKOM Inc. following domestication in Delaware. The Merger Agreement is dated March 29, 2024, unanimously approved by the IXAQ board on March 28, 2024, among IXAQ, AKOM Merger Inc. (a Nevada wholly owned subsidiary) and AERKOMM Inc. (Nevada); Merger Sub merges into AERKOMM, which survives. Why it matters: This is the baseline of the IXAQ / AERKOMM registration and the registered ceiling — 43,378,679 shares plus warrants over a further 18,650,000 — is fixed here and does not move through any later amendment of this registration statement. At this stage the merger agreement was unamended. No vote date is stated.
●What changed:Original Form S-4 of Drilling Tools International Corporation — the company ROC Energy Acquisition Corp. took public — filed May 10, 2024 with no registration number yet assigned, for the acquisition of Superior Drilling Products, Inc. under the Agreement and Plan of Merger dated March 6, 2024. DTI Merger Sub I, Inc. merges into SDPI, and SDPI then merges into DTI Merger Sub II, LLC, which survives as a wholly owned subsidiary of DTI. Each SDPI share becomes, at the holder's election and subject to proration, either $1.00 in cash or 0.313 shares of DTI common stock. Why it matters: The election is capped at both ends and can be overridden. If the aggregate stock elections multiplied by 0.313 exceed the Maximum Share Amount of 4,845,240, all cash-election and no-election shares take cash and stock electors are cut back pro rata; if they fall below the Minimum Share Amount of 4,112,752, no-election shares and then cash-election shares are moved into stock instead. An SDPI holder's election is therefore an expression of preference rather than a right, and a holder who elects cash may still be paid in DTI stock.
●What changed:99 Acquisition Group Inc. ('NNAG', a Delaware corporation) filed its ORIGINAL Form S-4; the preliminary proxy statement/prospectus inside is dated February 14, 2024 — two days after the merger agreement was signed. The special meeting will be held VIA LIVE WEBCAST ONLY; the document states stockholders 'will only be able to access the special meeting by means of remote communication'. The date, time and the URL path at https://www.cstproxy.com/[_] are all blank. Why it matters: This is the baseline of the NNAG / Nava registration, filed two days after signing. It establishes the parties, the direction of the merger and the post-closing name, but fixes no vote date, no access address and no registered share count in the extracted portion. The meeting is remote-only by design, with no in-person alternative.
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
●What changed:Roth CH Acquisition V Co. ('ROCL', a Delaware corporation) filed its ORIGINAL Form S-4; the preliminary proxy statement/prospectus inside is dated February 14, 2024. On January 3, 2024, ROCL entered into a Business Combination Agreement and Plan of Reorganization among ROCL, Roth CH V Merger Sub Corp. (a Delaware wholly owned subsidiary) and New Era Helium Corp. ('NEH', a Nevada corporation). Under the Nevada Revised Statutes and the DGCL, Merger Sub merges into NEH, with NEH surviving as a wholly owned subsidiary of ROCL. Why it matters: This is the baseline of the ROCL / New Era Helium registration, filed roughly six weeks after signing. The merger is governed by Nevada law on the target side and Delaware law on the acquirer side. No registered share count, vote date or redemption deadline appears in the extracted portion, so nothing quantitative should be attributed to this filing.
●What changed:Original Form S-4 of Golden Arrow Merger Corp., filed February 2, 2024 with no registration number yet assigned, for the merger of Beam Merger Sub, Inc. into Bolt Threads, Inc. under the Business Combination Agreement dated October 4, 2023, with Bolt Threads surviving as a wholly owned subsidiary and GAMC renamed Bolt Projects Holdings, Inc. The prospectus covers up to 25,895,674 shares of common stock, and the aggregate equity consideration is a $250,000,000 Equity Value divided by $10.00. Why it matters: Fixing the consideration as a dollar amount over a fixed $10.00 means the share count paid to Bolt Threads holders is set by the agreement and does not move with GAMC's trading price or with redemptions — the dilution is known in advance even though the exchange ratio is not yet computed. Immediately before closing, all Company Convertible Notes and all Bolt Threads preferred stock convert into Bolt Threads common stock, so the ratio is struck against a fully converted base rather than the current cap table. This is the first version; no meeting date is stated.
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
●What changed:Original Form S-4 of PowerUp Acquisition Corp., filed January 26, 2024 with the registration number line blank, for the business combination with Visiox Pharmaceuticals, Inc. under the Agreement and Plan of Merger dated December 26, 2023. PowerUp deregisters in the Cayman Islands under Article 206 of the Companies Act, domesticates into Delaware and is renamed Visiox Holdings, Inc. The prospectus covers 25,991,229 shares of common stock and 14,375,000 warrants. Shareholders vote on the Domestication and the Business Combination as separate items. Why it matters: 25,991,229 shares is the ceiling on issuance stated in the founding version of this registration statement, and it is the figure against which later amendments should be read. The warrant terms carry over unchanged through the move to Delaware: each whole warrant becomes the right to buy one New Visiox share at $11.50 under the Warrant Agreement dated February 17, 2022. Any PowerUp unit a holder has not already separated is cancelled at the Domestication and becomes one share plus one-half of one public warrant, so unit holders are converted whether or not they act.
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
●What changed:Original Form S-4 of Plum Acquisition Corp. I, as filed with the SEC on January 5, 2024 with no registration number yet assigned, for the merger of Plum SPAC Merger Sub, Inc. into Veea Inc. under the Business Combination Agreement dated November 27, 2023. Plum de-registers from the Register of Companies in the Cayman Islands by way of continuation and domesticates in Delaware under Section 388 of the DGCL and Part XII of the Companies Act. The post-closing name is to be mutually agreed by Plum and Veea. Why it matters: This first version registers shares of common stock, warrants and shares underlying warrants without stating how many of any of them, so a Plum shareholder cannot size the dilution from the document at all. The mechanics are fixed: both Class A and Class B ordinary shares convert one-for-one into a single class of New Plum common stock of $0.0001 par value, each whole warrant becomes exercisable for one share at $11.50, and any unit not previously separated is cancelled in exchange for the underlying share and one-fifth of one warrant.
●What changed:Screaming Eagle Acquisition Corp. ('SEAC', a Cayman Islands exempted company) filed its original Form S-4; the preliminary proxy statement/prospectus inside is dated January 5, 2024. It registers 18,365,140 common shares of SEAC II Corp., which after its continuation and domestication as a BRITISH COLUMBIA company and the Arrangement will be renamed Lionsgate Studios Corp. Two separate meetings are convened — an extraordinary general meeting of SEAC shareholders and one of SEAC public warrantholders — both at the offices of White & Case LLP in New York, dates blank. Why it matters: This is the baseline of the SEAC / Lionsgate Studios registration and it establishes both the registered ceiling of 18,365,140 common shares — unchanged through the next three amendments — and the two-constituency approval structure. Public warrantholders get their own meeting and their own vote, which means the warrant terms require warrantholder approval rather than passing through automatically. The surviving public company will be a British Columbia company, so post-closing shareholder rights are governed by British Columbia law rather than Cayman or Delaware law. No meeting date is fixed.
●What changed:Original Form S-4 of Insight Acquisition Corp., filed December 27, 2023 with no registration number yet assigned, for the merger of IAC Merger Sub Inc. into Alpha Modus, Corp. under the Business Combination Agreement dated October 13, 2023, as amended by an amendment whose date is left blank; IAC is renamed Alpha Modus Holdings, Inc. The cover registers up to 11,000,000 shares of common stock. Each Alpha Modus share converts at an equity value assigned to Alpha Modus of $110,000,000 divided by its total outstanding shares, then divided by $10.00. Why it matters: The ownership split is the striking figure and every part of it is printed in brackets: IAC's public stockholders are anticipated to retain approximately 5.0% of New IAC, Insight Acquisition Sponsor LLC approximately 19.5%, and Alpha Modus stockholders approximately 55.0% — on those assumptions the sponsor's block is roughly four times what the public keeps. Those percentages assume no redemptions at all, including on any charter amendment extending the combination deadline, no further equity financing and no earnout shares, and the filing says the facts are likely to differ.
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
●What changed:Original Form S-4 of Monterey Capital Acquisition Corporation, as filed with the SEC on December 20, 2023 with no registration number yet assigned, for the merger of Chronos Merger Sub, Inc. into ConnectM Technology Solutions, Inc. under the Agreement and Plan of Merger dated December 31, 2022 and amended October 12, 2023; MCAC is renamed ConnectM Technology Solutions, Inc. The Merger Consideration is 14,500,000 shares of MCAC common stock, subject to an upward adjustment depending on the extent to which MCAC's transaction expenses exceed $8,000,000. Why it matters: Assuming no public shares are redeemed, the filing expects ConnectM's stockholders to hold approximately 57.78% of the combined company, MCAC's pre-closing public stockholders approximately 33.06% and MCAC's sponsors and related parties approximately 9.16%, and it says plainly that different facts change those percentages. Redemptions shrink only the public block. The Exchange Ratio divides the 14,500,000 shares by ConnectM's capital stock outstanding immediately before the effective time, including shares underlying its warrants, and the meeting date is left blank.
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
●What changed:Original Form S-4 of Feutune Light Acquisition Corporation, filed December 7, 2023 with no registration number yet assigned, for the merger of Thunder Power Holdings Limited into Feutune Light Merger Sub, Inc. under the Agreement and Plan of Merger dated October 26, 2023, with Merger Sub surviving as a wholly owned subsidiary of FLFV. The cover registers 60,000,000 shares of common stock: 40,000,000 Closing Merger Consideration Shares, stated as $400,000,000 divided by $10.00 per share, and 20,000,000 Earnout Shares, stated as $200,000,000 divided by $10.00. Why it matters: The cash condition is unusually low: Available Closing Cash need only be no less than $5,000,000, so the transaction can complete on a trust that has been almost entirely redeemed. A third of the registered 60,000,000 shares are Earnout Shares, deposited with an escrow agent at the effective time and released only on the vesting schedule in the merger agreement, so the registered figure overstates what is issued at closing. Nasdaq listing approval, HSR clearance and the Requisite Company Shareholder Vote are each separate conditions to closing.
●What changed:Original Form S-4 of Focus Impact Acquisition Corp., filed with the SEC on December 4, 2023 with no registration number yet assigned and the preliminary proxy statement/prospectus dated December 1, 2023, for the amalgamation of Focus Impact Amalco Sub Ltd. with DevvStream Holdings Inc. under the Business Combination Agreement dated September 12, 2023. FIAC is continued from Delaware to the Province of Alberta under the Business Corporations Act (Alberta) and renamed DevvStream Corp. The cover registers up to 50,287,043 shares of common stock and 25,123,481 warrants. Why it matters: The registered amounts are fixed from this first version: 50,287,043 shares plus warrants over a further 25,123,481, about half again on top of the share count. Approving the transaction also means approving a change of governing law, because at closing the shares become shares of an Alberta company rather than of a Delaware corporation under the DGCL. DevvStream's multiple voting and subordinate voting shares are both exchanged for New PubCo common shares at the Per Common Share Amalgamation Consideration, and options, RSUs and warrants convert at the Common Conversion Ratio.
●What changed:The original Form S-4 of 10X Capital Venture Acquisition Corp. III, a Cayman Islands exempted company, carrying a preliminary proxy statement/prospectus dated November 13, 2023. It registers 69,654,197 shares of common stock and 15,576,490 warrants of 10X III after its domestication as a Delaware corporation, to be renamed Addimmune Inc. The board unanimously approved the Business Combination under an Agreement and Plan of Merger dated August 9, 2023 among 10X III, 10X AGT Merger Sub, LLC and American Gene Technologies International Inc. Why it matters: The registered ceiling is 69,654,197 shares plus 15,576,490 warrants — the warrant leg is roughly 22% of the share leg and is a separate claim on the equity. The domestication is required to complete at least one day before closing, so it is a sequenced precondition rather than a simultaneous step, and shareholders vote on it separately from the business combination itself. No vote date is stated in this portion.
●What changed:Original Form S-4 of Concord Acquisition Corp III, preliminary and subject to completion, dated November 13, 2023, with no registration number yet assigned, for the merger of Gibraltar Merger Sub Inc. into GCT Semiconductor, Inc. under the Business Combination Agreement dated November 2, 2023; Concord III is renamed GCT Semiconductor Holding, Inc. The cover registers 66,106,967 shares of Class A common stock, 26,650,000 warrants to purchase Class A common stock and the 26,650,000 shares of Class A common stock underlying those warrants. Why it matters: The two numbers a Concord III holder needs are blank at this first version: the total New GCT shares expected to be issued is printed as a blank and the percentage GCT's holders would hold afterwards is printed as a blank percentage, both keyed to an as-of date also left blank. The formula is stated — Company Value divided by $10.00, where Company Value is $350 million less GCT's indebtedness, plus its cash and cash equivalents, plus the aggregate exercise price of its in-the-money warrants — but without GCT's share count it cannot be resolved. Up to 20,000,000 Earnout Shares may follow.
●What changed:Original Form S-4 of TenX Keane Acquisition, as filed with the SEC on November 13, 2023 with no registration number yet assigned, for the business combination with Citius Oncology, Inc. under the Agreement and Plan of Merger and Reorganization dated October 23, 2023 among Citius Pharmaceuticals, Inc., SpinCo, TenX and TenX Merger Sub, Inc. TenX deregisters in the Cayman Islands and domesticates in Delaware at least one business day before the merger, and is renamed Citius Oncology, Inc. The cover registers 67,550,000 shares of common stock. Why it matters: SpinCo is a carve-out from Citius Pharma rather than an independent target, and part of what is registered is shares Citius Pharma may distribute to its own stockholders immediately after the merger — so the post-closing float turns on a distribution TenX does not control. The combined company's business is a single late-stage asset, LYMPHIR (denileukin diftitox). The extraordinary general meeting's place, time and date are all left blank, and shareholders vote separately on the Domestication Proposal and on the Business Combination Proposal.
●What changed:Maquia Capital Acquisition Corporation ('Maquia', Delaware) filed its original Form S-4; the document inside is a preliminary PROXY STATEMENT/PROSPECTUS/CONSENT SOLICITATION STATEMENT subject to completion dated November 9, 2023. It registers 20,166,477 shares of Class A common stock, 8,654,860 warrants to purchase Class A common stock, and 8,654,860 shares of Class A common stock underlying those warrants, of Maquia — which will be renamed Immersed Inc. The special meeting is to be held at 10:00 a.m. Eastern Time on a date left blank, as a completely virtual meeting via live webcast. Why it matters: This is the baseline of the Maquia / Immersed registration and the registered ceiling is fixed here — 20,166,477 Class A shares plus 8,654,860 warrants and the shares underlying them — unchanged through the two amendments that follow. The filing is a consent solicitation statement as well as a proxy, so approvals are gathered by written consent from one constituency alongside the SPAC vote. The meeting time is fixed but the date and webcast address are blanks, so no deadline follows.
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
●What changed:Original Form S-4 of Andretti Acquisition Corp., filed October 27, 2023 with no registration number yet assigned. The SPAC deregisters in the Cayman Islands and domesticates in Delaware under Section 388 of the DGCL immediately before the Closing, and the continuing entity is renamed Zapata Computing Holdings Inc. The notice sets the extraordinary general meeting at 10:00 a.m. Eastern Time on a date left blank in 2024, with the physical place at Paul, Weiss, Rifkind, Wharton & Garrison LLP in New York; the webcast address and the dial-in are also blank. Why it matters: The ballot is conditional and layered: the Domestication Proposal is a special resolution that operates only if the Merger Proposal is approved, the Charter Proposal only if both are, and the governance changes are split into five non-binding Unbundling Precatory Proposals, 2A through 2E. Proposal 2A would replace the existing authorised capital of 555,000,000 shares — 500,000,000 Class A ordinary, 50,000,000 Class B ordinary and 5,000,000 preference shares, each of $0.0001 par value — with new figures the document leaves blank.
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
●What changed:Original Form S-4 of DHC Acquisition Corp, dated October 17, 2023 with no registration number yet assigned, for the merger of BEN Merger Subsidiary Corp. into Brand Engagement Network Inc. under the Business Combination Agreement and Plan of Reorganization dated September 7, 2023, to which DHC Sponsor, LLC is itself a party. DHC deregisters in the Cayman Islands under Sections 206 to 209 of the Companies Act and domesticates in Delaware under Section 388 of the DGCL, and is renamed Brand Engagement Network Inc. The meeting's date and time are blank. Why it matters: The sequencing is stated precisely: the Domestication happens before the merger closes but no earlier than the day before, and only after DHC shareholders have exercised their redemption rights — a holder therefore redeems as a Cayman shareholder, and the Delaware entity begins life with the redemption already settled. Both DHC Class A and Class B shares convert one-for-one into a single class of New BEN common stock of $0.0001 par value, collapsing the founder and public classes together. No registered share count appears on this first version's cover.
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
●What changed:Fintech Ecosystem Development Corp. ('Fexd', a Delaware corporation) filed its ORIGINAL Form S-4; the preliminary proxy statement/prospectus inside is dated September 29, 2023. The Business Combination Agreement — as amended by a First Amendment dated May 24, 2023 and a Second Amendment dated August 16, 2023 — is with Monisha Sahni, Rachna Suneja and Ritscapital, LLC as members of Mobitech International LLC ('Afinoz'), a limited liability company established under the laws of the SHARJAH MEDIA CITY FREE ZONE. Why it matters: This is the baseline of the Fexd / Afinoz registration and the consideration is already fixed at $5,000,000 cash plus 11,500,000 Class A shares, so the target's holders bear the price risk on the stock leg. The ten-to-one rights conversion means a holder of fewer than ten rights, or a number not divisible by ten, receives nothing for the remainder, and the rights stop trading at closing. Notably, the original registration statement was filed after two amendments to the underlying agreement had already been signed. The target is a free-zone entity in Sharjah, United Arab Emirates.
●What changed:Original Form S-4 of AltC Acquisition Corp., as filed with the SEC on September 27, 2023 with no registration number yet assigned, for the merger of AltC Merger Sub, Inc. into Oklo Inc. under the Agreement and Plan of Merger and Reorganization dated July 11, 2023; AltC is renamed Oklo Inc. The closing consideration is an Equity Value of $850,000,000 plus the net proceeds of any Permitted Equity Financing Oklo raises before closing, paid entirely in AltC Class A common stock valued at $10.00 per share, and each Oklo common share is exchanged for approximately 6.573 AltC Class A shares. Why it matters: 6.573 shares per Oklo share is the ratio at this first version, derived from the Per Share Equity Value rather than from a market price — the $10.00 is a contractual input, so AltC's own trading level does not change the count issued. The earnout adds up to 15,000,000 further Class A shares in tranches of 7,500,000, 5,000,000 and 2,500,000 over five years, triggered by the closing sale price holding a target for any twenty trading days within any sixty consecutive trading days, or by a change of control at or above the target.
●What changed:Seaport Global Acquisition II Corp. ('SGII', a Delaware corporation) filed Amendment No. 1 to its Form S-4; the preliminary proxy statement inside is subject to completion dated September 22, 2023. No explanatory note names the change. The special meeting notice reads 'at a.m. Eastern Time, on , 2023, in a virtual format' — hour and date both blank. Proposal No. 1 is the business combination proposal to adopt an Agreement and Plan of Merger dated June 1, 2023, as amended by Amendment No. 1 dated July 14, 2023, among SGII, Lithium Merger Sub, Inc. and American Battery Materials, Inc. ('ABM'). Why it matters: The charter proposals are voted on separately from the business combination, so a holder can support one and not the other. The collapse from a multi-class structure — 200,000,000 Class A, 20,000,000 Class B and 1,000,000 preferred authorised — into a single class of common stock changes the post-closing governance and share hierarchy, and the new authorised counts are left blank in this version, so the size of the increase is not stated. No vote date is fixed.
●What changed:SEP Acquisition Corp. ('SEPA') filed its ORIGINAL Form S-4; the preliminary proxy statement/prospectus inside is dated September 22, 2023. The special meeting will be held virtually at an unspecified time 'a.m., CENTRAL Time' on a date left blank, accessible at https://www.cstproxy.com/sep-acquis/2023 using a control number from Continental Stock Transfer & Trust Company. Why it matters: This is the baseline of the SEPA registration. The meeting platform URL is fixed from the outset and does not change through the four amendments that follow, but neither the date nor the time is ever filled in across that series. The meeting is stated in Central Time, not Eastern, which matters for converting to a redemption cut-off. No registered share count appears in the extracted portion.
●What changed:Original Form S-4 of ESGEN Acquisition Corporation, dated September 15, 2023 with no registration number yet assigned, for the business combination with Sunergy Renewables, LLC under the business combination agreement dated April 19, 2023. ESGEN deregisters in the Cayman Islands and domesticates in Delaware under Section 388 of the DGCL, and the continuing entity is renamed as to be determined by the parties. The cover registers 9,796,555 shares of Class A common stock, 27,840,000 warrants and the 27,840,000 shares underlying them. Why it matters: The warrant overhang dwarfs the registered share count: 27,840,000 warrants and their underlying shares against 9,796,555 Class A shares. The Sellers receive no Class A stock at closing at all — they take non-economic voting Class V common stock plus economic, non-voting Exchangeable OpCo Units in ESGEN OpCo, LLC, exchangeable later for Class A shares or for cash. That is an Up-C structure, and it comes with a Tax Receivable Agreement giving each Seller a right to further payments from New PubCo. HSR clearance and effectiveness of this registration statement are closing conditions.
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
●What changed:Original Form S-4 of Semper Paratus Acquisition Corporation, as filed with the SEC on September 14, 2023 with no registration number yet assigned, for the merger of Semper Merger Sub, Inc. into Tevogen Bio Inc under the Agreement and Plan of Merger dated June 28, 2023. Semper Paratus deregisters in the Cayman Islands and domesticates in Delaware at least one day before the Closing, and is renamed Tevogen Bio Holdings Inc. The cover registers a blank number of shares of common stock, so no issuance figure is stated at this first version. Why it matters: At the domestication each Class A ordinary share becomes one share of New Tevogen Class A common stock of $0.0001 par value, which is then reclassified into a single class of common stock, and each whole warrant becomes exercisable for one share at $11.50. Units not previously separated are cancelled for one share plus one-half of one public warrant, so a unit holder ends up with half a warrant rather than a whole one. Shareholders vote on the Domestication and the Business Combination as separate items, and the governing documents are replaced at the same time.
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
●What changed:Original Form S-4 of Pono Capital Three, Inc., as filed with the SEC on September 13, 2023 with no registration number yet assigned, for the amalgamation of Pono Three Merger Acquisitions Corp. with Robinson Aircraft Ltd., d/b/a Horizon Aircraft, under the Business Combination Agreement dated August 15, 2023. Pono is continued from the Cayman Islands to the Province of British Columbia and renamed New Horizon Aircraft Ltd. The cover registers up to a blank number of shares, and the extraordinary general meeting is set for 10:00 a.m. Pacific Time on an unstated date. Why it matters: The Exchange Consideration is $96 million less Horizon's closing debt, net of cash, divided by the Redemption Price — the price at which Pono redeems its own public shares in the transaction. The number of shares Horizon's holders receive therefore moves with whatever redeeming Pono holders are paid rather than with a fixed price, and neither figure is known at this first version. Nasdaq listing of the new Class A shares and warrants under HOVR and HOVRW is applied for rather than assured, and at closing Pono's units separate and cease to be listed.
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
●What changed:Original Form S-4 of Banyan Acquisition Corporation, filed with the SEC on September 8, 2023 with no registration number yet assigned, for the merger of Panther Merger Sub Inc. into Pinstripes, Inc. under the Business Combination Agreement dated June 22, 2023; Banyan is renamed Pinstripes Holdings, Inc. The cover registers up to 48,185,117 shares of common stock. The document is a joint one: a proxy statement for Banyan's special meeting and a consent solicitation statement for the stockholders of Pinstripes. Why it matters: Banyan's Class A and Class B common stock both convert one-for-one into a single class of New Pinstripes common stock, so the founder shares end up indistinguishable from the public ones. Each whole warrant becomes exercisable for one share at $11.50 under the Warrant Agreement dated January 19, 2022, and any unit not previously separated is cancelled for one share plus one-half of one warrant. Before the effective time Pinstripes' preferred stock, warrants and convertible notes all convert into Pinstripes common stock, so the exchange is measured against an enlarged target share count.
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
●What changed:Original Form S-4 of BYTE Acquisition Corp., filed with the SEC on September 11, 2023 with no registration number yet assigned, for the merger of BYTE Merger Sub, Inc. into Airship AI Holdings, Inc. under the Merger Agreement dated June 27, 2023. BYTS domesticates from the Cayman Islands into Delaware under Section 388 of the DGCL and Part XII of the Companies Act and is renamed Airship AI Holdings, Inc. The cover registers up to 54,685,156 shares and 16,699,626 warrants for issuance, plus 9,137,313 shares and 515,000 warrants for reoffer. Why it matters: This first version already carries a reoffer tranche — 9,137,313 shares and 515,000 warrants registered for resale by existing holders rather than issued in the deal, so that supply can reach the market as soon as the statement is effective. Immediately before the domestication the Sponsor, Byte Holdings LP, surrenders to BYTS for no consideration the sole issued and outstanding Class B ordinary share of $0.0001 par value, extinguishing the founder class rather than converting it, and each Class A ordinary share converts one-for-one into Airship Pubco common stock.
●What changed:Artemis Strategic Investment Corporation ('Artemis', a Delaware corporation) filed its original Form S-4; the preliminary proxy statement/prospectus inside is dated September 8, 2023, subject to completion. It registers up to 20,170,434 Artemis Class A shares. The transaction is a merger of ASIC Merger Sub Inc. (a newly formed wholly owned Artemis subsidiary) into Danam Health, Inc. (Delaware), under an Agreement and Plan of Merger dated August 7, 2023 as amended by a First Amendment dated September 7, 2023. On closing Artemis will be renamed Danam Health Holding Corporation. Why it matters: The original registration statement was filed one day after the merger agreement's first amendment, so the terms it registers already reflect that change. The registered ceiling is 20,170,434 Class A shares. Artemis Sponsor, LLC acts as post-closing representative of the SPAC's own former stockholders, which places the sponsor — whose economics differ from public holders' — in a continuing fiduciary-adjacent role after the vote. Danam holders retain dissenters' rights. No vote date is stated in this portion.
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
●What changed:Original Form S-4 of Arrowroot Acquisition Corp., as filed with the SEC on September 1, 2023 with the registration number left as 333-[ ], for the merger of ARAC Merger Sub, Inc. into iLearningEngines Inc. under the Agreement and Plan of Merger and Reorganization dated April 27, 2023; Arrowroot is renamed iLearningEngines, Inc. and the target becomes iLearningEngines Holdings, Inc. The proxy statement/prospectus is itself undated, and the special meeting in lieu of the 2023 annual meeting has no date, time or webcast address. Why it matters: The exchange ratio starts from a $1,285,000,000 valuation and subtracts before it divides: less the dollar value of Incentive Shares forfeited or assigned by the target, capped at $100 million, plus the aggregate exercise price of its warrants, less the Convertible Note Balance, all divided by $10.00. Shares issuable on conversion of those convertible notes are excluded from the denominator, so noteholders sit outside the ratio. The Sponsor and Arrowroot's officers and directors have committed their Class A and Class B shares in favour of the combination.
●What changed:Original Form S-4 of 7GC & Co. Holdings Inc., filed August 30, 2023 with no registration number yet assigned, for the two-step combination with Banzai International, Inc. under the Agreement and Plan of Merger and Reorganization dated December 8, 2022 as amended by the Amendment dated August 4, 2023. 7GC Merger Sub I, Inc. merges into Banzai, then the surviving corporation merges into 7GC Merger Sub II, LLC. 7GC is renamed Banzai International, Inc. and its Class A common stock is expected to list on The Nasdaq Capital Market as BNZI. Why it matters: The consideration is a fixed $100,000,000 of stock divided among a denominator that keeps growing: the Per Share Value is $100,000,000 divided by Banzai's outstanding Class A and Class B shares plus the shares issuable on full exercise of vested options, on conversion of certain senior convertible notes, on conversion of principal and interest under certain subordinated convertible promissory notes, and on conversion of the SAFE Purchase Amount under each SAFE Right. That figure is then divided by $10.00, so every further convertible instrument reduces what each Banzai share receives.
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
●What changed:Original Form S-4 of Nerdy Inc., filed August 21, 2023 with no registration number assigned. It is a prospectus/offer to exchange rather than a merger registration: Nerdy — formerly TPG Pace Tech Opportunities Corp. — offers holders of its Public Warrants 0.250 shares of Class A common stock for each warrant tendered, alongside a consent solicitation to amend the warrant agreement dated October 9, 2020. Up to 3,000,000 Class A shares are offered, and the offer expires one minute after 11:59 p.m. Eastern Time on September 25, 2023. Why it matters: Consenting is the price of tendering, and the amendment is what actually clears the warrants: it would mandatorily exchange every Public Warrant still outstanding at the close of the offer at 0.2250 shares, a ratio the filing itself calls 10% less than the offer. As of August 14, 2023 there were 19,333,333 warrants outstanding — 12,000,000 Public, 5,281,469 Private Placement and 2,051,864 Private Placement Class B — and holders of roughly 95% of the private placement classes have already agreed to consent. The public amendment needs at least 50% of the outstanding Public Warrants.
●What changed:Original Form S-4 of PROOF Acquisition Corp I, filed August 18, 2023 with no registration statement number assigned, for the merger of PACI Merger Sub, Inc. into Volato, Inc. under the Business Combination Agreement dated August 1, 2023, with Volato surviving as a wholly owned subsidiary. The cover registers up to 20,354,242 shares of Class A common stock, par value $0.0001. The proposed charter would rename the company Volato Group, Inc., and the special meeting is set for 10:00 a.m. Eastern Time on a date left blank, entirely by webcast. Why it matters: The PACI board formed a special committee of directors it believes are independent and without an interest in the deal different from stockholders' generally, and that committee negotiated the terms and made the recommendation the full board then adopted — a step most SPAC boards do not take, since the sponsor's interests normally sit inside the board approving the transaction. Voting on the stock issuance, the charter amendment and the incentive plan is conditioned on approval of the BCA Proposal. The meeting date and the webcast address are both left blank.
●What changed:Revelstone Capital Acquisition Corp. ('Revelstone', Delaware) filed its ORIGINAL Form S-4; the preliminary proxy statement and prospectus inside is subject to completion dated August 17, 2023. Revelstone, Revelstone Capital Merger Sub, Inc. (Delaware), Set Jet, Inc. (a Nevada corporation) and Thomas P. Smith as Securityholder Representative have entered an AMENDED AND RESTATED Merger Agreement under which Merger Sub merges into Set Jet, with Set Jet surviving as a wholly owned direct Revelstone subsidiary. Why it matters: This is the baseline of the Revelstone / Set Jet registration, and notably the operative document is already an amended and restated merger agreement at the time of the original filing, so the terms registered supersede an earlier version never carried into a registration statement. The consideration figures fall outside the extracted portion and should not be attributed to this filing.
●What changed:Original Form S-4 of TLGY Acquisition Corporation, carrying no registration number, for the merger of Virgo Merger Sub Corp. into Verde Bioresins, Inc. under the Agreement and Plan of Merger dated June 21, 2023. TLGY deregisters in the Cayman Islands and domesticates in Delaware, and the continuing entity is renamed Verde Bioresins, Corp. The cover registers 121,477,682 shares of common stock, 13,068,182 contingent rights and 28,509,500 warrants. The proxy statement/prospectus is undated and no meeting date is given. Why it matters: Closing is not one moment but three. On the First Closing Date TLGY redeems the Class A ordinary shares tendered for redemption and files its certificate of domestication and Cayman de-registration application; the Domestication takes effect the next business day, the Second Closing Date; and the Merger takes effect on the second business day after the certificate of merger is filed, the Third Closing Date. A holder's redemption is therefore settled as a Cayman shareholder, days before the merger itself. The 13,068,182 contingent rights are registered as a class of their own.
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
●What changed:Original Form S-4 of Oxus Acquisition Corp., filed August 14, 2023 with no registration number assigned, for the business combination with Borealis Foods Inc. and 1000397116 Ontario Inc. Oxus de-registers in the Cayman Islands and continues as an Ontario corporation, Newco and Borealis amalgamate into Amalco, and New Oxus then amalgamates with Amalco, the survivor continuing under the name Borealis Foods Inc. The proxy statement/prospectus is undated and the extraordinary general meeting is set for an unspecified date in 2023. Why it matters: This first version states no number of securities on its cover, so the dilution an Oxus holder faces cannot be read from it. What is set out is the sequence, at five-minute intervals from the Arrangement Effective Time: Borealis's convertible financing instruments other than three carved-out categories convert into Borealis shares, and then all outstanding Borealis Options are fully vested and exercised for Borealis shares worth the aggregate fair market value of the underlying shares less the aggregate exercise price — a net exercise that issues shares without bringing cash in.
●What changed:Original Form S-4 of Power & Digital Infrastructure Acquisition II Corp., filed with the SEC on August 8, 2023 with no registration number yet assigned, for the merger of XPDB Merger Sub, LLC into Montana Technologies LLC under the Agreement and Plan of Merger dated June 5, 2023; XPDB is renamed Montana Technologies Corporation. Montana Equityholders receive aggregate consideration of approximately $421.9 million, adjusted as set out in the merger agreement, in Class A and Class B common stock of $0.0001 par value with a $10.00 value ascribed to each share. Why it matters: At this first version the earnout is defined by milestones related to production capacity and anticipated annualized EBITDA, the maximum value of the Earnout Shares is capped at $200 million, the right expires on the fifth anniversary of the Closing, and a majority of the independent directors of the post-combination company has sole discretion over whether the milestones have been achieved. Control passes with the deal: Montana Class A Common Unit holders take Class B stock carrying enough votes per share for the Montana Equityholders to hold at least 80% of the voting power.
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
●What changed:Original Form S-4 of Redwoods Acquisition Corp., as filed with the SEC on August 4, 2023 with no registration number yet assigned, for the merger of Anew Medical Sub, Inc. into Anew Medical, Inc. under the business combination agreement dated May 30, 2023, with ANEW surviving as a wholly owned subsidiary; Redwoods is renamed Anew Medical, Inc. The consideration rests on an implied ANEW equity value of $60,000,000 valued at $10 per share. The special meeting is to be held by live webcast on a date and at a time both left blank. Why it matters: The contingent consideration is large against a $60,000,000 base: 2,000,000 further shares if the closing price reaches $12.50 for 10 trading days within a 20-day trading period in the first three years after Closing, another 2,000,000 at $15.00 on the same test, and 1,000,000 at $20.00 within the first five years. The per-share exchange figure and the assumed closing date are both left blank, so a Redwoods holder can see the valuation and the earnout ladder but not what each ANEW share actually converts into.
●What changed:Original Form S-4 of Deep Medicine Acquisition Corp., preliminary and dated July 31, 2023, with no registration number yet assigned, for the merger of DMAC Merger Sub Inc. into TruGolf, Inc. under the Amended and Restated Agreement and Plan of Merger dated July 21, 2023, which supersedes the agreement dated March 31, 2023. Deep Medicine is renamed TruGolf, Inc. The Merger Consideration rests on an implied equity value for TruGolf of $80,000,000, adjusted for closing debt, net of cash and unpaid transaction expenses. Why it matters: At a Conversion Ratio of approximately 0.001548 the filing expects to issue 2,091,747 Deep Medicine Class A Shares and 5,908,253 Class B Shares — the Class B block is close to three times the Class A block. The Class A shares are expected to be about 14.9% of the outstanding stock with no redemptions and about 15.2% with the maximum contractual redemptions, while the Class B shares are about 42.0%. The document also prices the same consideration two ways: divided by a Purchaser Share Price of $10 per share, and valued at the redemption price in the Redemption.
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
●What changed:Original Form S-4 of Brilliant Acquisition Corporation, filed with the SEC on July 24, 2023 with no registration number yet assigned, for the merger of BRIL Merger Sub, Inc. into Nukkleus Inc. under the Agreement and Plan of Merger dated February 22, 2022 as amended and restated on June 23, 2023. Brilliant discontinues out of the British Virgin Islands under Section 184 of the BVI Business Companies Act, 2004 and domesticates in Delaware under Section 388 of the DGCL. All outstanding Nukkleus common stock is cancelled for a pro rata portion of 14,000,000 shares of Brilliant common stock. Why it matters: The target-side pool is fixed in shares rather than in value: 14,000,000 Brilliant shares for all of Nukkleus's common stock, with Nukkleus options assumed at an exchange ratio of 1:26.227 and exercise prices divided by that ratio. Brilliant's own public holders receive more than a one-for-one conversion — ordinary shareholders take a pro rata share of a reserved pool and rights holders, each right being one-tenth of one ordinary share, take a pro rata share of the Backstop Pool, the two together defining the SPAC Additional Share Ratio applied to their warrants as well.
●What changed:Industrial Tech Acquisitions II, Inc. ('ITAQ', a Delaware corporation) filed its ORIGINAL Form S-4. The document is 'SUBJECT TO COMPLETION, DATED JULY, 2023' — even the day is missing — and the cover reads 'PROSPECTUS FOR UP TO [__] SHARES OF CLASS A COMMON STOCK'. The meeting is a SPECIAL MEETING IN LIEU OF THE 2023 ANNUAL MEETING of stockholders, to be held at a time and on a date left blank, in a virtual format determined by the ITAQ board. Why it matters: This is the baseline of the ITAQ registration and it fixes nothing quantitative: the prospectus date, the registered share count, the meeting date and the meeting time are all placeholders. That the meeting stands in lieu of the 2023 annual meeting is the one stated fact about the vehicle. Nothing here should be treated as a settled term.
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
●What changed:RMG Acquisition Corp. III ('RMG III', a Cayman Islands exempted company) filed its ORIGINAL Form S-4; the document inside is subject to completion dated July 6, 2023. It registers shares of common stock of RMG III after its domestication as a Delaware corporation, the continuing entity to be renamed H2B2 Electrolysis Technologies, Inc. — THE COVER CARRIES NO SHARE NUMBER. Why it matters: The two-constituency structure is present from the baseline: warrant holders vote at their own meeting on the terms affecting their warrants, separately from shareholders. Neither the registered share count nor either meeting date is filled in here or in the amendments that follow, so no version of this registration statement fixes a dilution ceiling or a deadline. The domestication moves the surviving company to Delaware law before closing.
●What changed:Original Form S-4 of EF Hutton Acquisition Corporation I, filed June 23, 2023 with no registration number assigned, for the merger of EFHAC Merger Sub, Inc. into Humble Imports, Inc. d/b/a ECD Auto Design under the merger agreement dated March 3, 2023; EFHAC is renamed ECD Automotive Design, Inc. ECD's securityholders receive an aggregate of 21,000,000 shares of EFHAC common stock, $0.0001 par value, plus a cash payment of $15,000,000. The special meeting's date, time and virtual address are all left blank. Why it matters: The trust has already been drained: at the extension vote on June 1, 2023, 8,007,353 shares were tendered for redemption, leaving 3,492,647 public shares outstanding, and the charter was amended to allow up to nine one-month extensions from June 13, 2023 to March 13, 2024, funded by depositing the lesser of $80,000 and $0.04 per public share each month. Assuming none of the remaining shares redeem, EFHAC's public stockholders keep about 15.1% of the combined company against 64.4% for ECD's securityholders; at maximum redemptions those become 13.5% and 65.6%.
●What changed:Original Form S-4 of Perception Capital Corp. II, filed June 23, 2023 with no registration number assigned, for the merger of Perception Spectaire Merger Sub Corp. into Spectaire, Inc. under the Agreement and Plan of Merger dated January 16, 2023. PCCT deregisters in the Cayman Islands, domesticates in Delaware and is renamed Spectaire Holdings Inc. The prospectus covers 2,080,915 shares of NewCo common stock to be issued in the Domestication and 11,500,000 NewCo warrants issued to holders of PCCT warrants bought in its initial public offering. Why it matters: The registered amounts are lopsided from this first version: 2,080,915 shares against 11,500,000 warrants, so the warrant overhang is several times the share base created in the domestication. Class A and Class B ordinary shares both convert one-for-one into a single class of NewCo common stock, and an unseparated unit yields one share and one-half of one warrant. Spectaire's holders receive NewCo shares plus Spectaire Earnout Shares whose size is not stated on the cover, and the registrant's own cover footnote misspells the new name as Spectiare Holdings Inc.
●What changed:Edify Acquisition Corp. ('Edify', a Delaware corporation) filed its ORIGINAL Form S-4; the document inside is preliminary and subject to completion dated June 9, 2023. The special meeting will be held VIA LIVE WEBCAST ONLY — the document states stockholders 'will only be able to access the special meeting by means of remote communication' — at '[ ] a.m. Eastern Time, on [ ], 2023', with the access address also blank. The underlying Agreement and Plan of Merger is dated December 18, 2022. Why it matters: This is the baseline of the Edify registration, filed roughly six months after the merger agreement was signed. It fixes no vote date, no access address and no registered share count in the extracted portion. The meeting is remote-only by design, with no in-person alternative offered at any point in this registration statement's amendments.
●What changed:Original Form S-4 of Amprius Technologies, Inc. — the company Kensington Capital Acquisition Corp. IV took public — filed June 6, 2023 with no registration number assigned. This is not a business combination but a holding-company unwind: a subsidiary of Amprius merges into Amprius, Inc. (Holdco), then Holdco merges into Combine Merger Sub, LLC, so Holdco's stockholders come to own Amprius shares directly rather than through a holding company. Amprius says the aim is improved corporate governance and enhanced public float and liquidity. Why it matters: The exchange is at a discount and the filing names it as such: on an assumed Discounted Exchange Ratio of 0.7056, the Per Share Merger Consideration is expected to comprise 29,363,779 shares of Amprius common stock and 28,606,816 shares of Amprius non-voting common stock, so roughly half of what is issued carries no vote. Nine series of Holdco preferred convert first, voting series into Class A and non-voting series into Class B common stock. Holdco warrants are replaced on a net-exercise basis using $8.71 as the divisor for their aggregate exercise price.
●What changed:Original Form S-4 of Phoenix Biotech Acquisition Corp., filed June 6, 2023 with no registration number yet assigned, for the merger of PBCE Merger Sub, Inc. into CERo Therapeutics, Inc. under the Business Combination Agreement entered June 4, 2023, two days before this filing; PBAX is renamed CERo Therapeutics Holdings, Inc. The cover registers 10,493,945 shares of Class A common stock and 324,999 shares underlying the CERo warrants, and as of May 1, 2023 the Exchange Ratio is approximately 0.026. Why it matters: PBAX expects to issue approximately 5.0 million Class A shares to CERo's equity owners including shares issuable on option exercise, well below the 10,493,945 registered on the cover. CERo's preferred stock and its preferred warrants convert by reference to liquidation preference divided by $10.00 rather than to any market price, so preferred holders' entitlement is fixed in dollars. On top of the closing consideration, CERo holders may receive up to 1,000,000 further Class A shares if trading milestones occur and 200,000 more on a change of control.
●What changed:Original Form S-4 of Graf Acquisition Corp. IV, filed May 15, 2023 with no registration number assigned, for the merger of Austria Merger Sub, Inc. into NKGen Biotech, Inc. under the Agreement and Plan of Merger dated April 14, 2023; Graf is renamed NKGen Biotech, Inc. and the target becomes NKGen Operating Biotech, Inc. The cover registers 18,281,647 shares of common stock, and consideration is newly issued common stock valued at $10.00 per share, set by an Exchange Ratio built on a $145 million figure. Why it matters: The registered amount is fixed from this first version, so a Graf holder can size the issuance immediately. The sponsor's position is largely contingent: under the Sponsor Support and Lockup Agreement the Graf Insiders vote all their equity in favour, agree not to redeem and irrevocably waive any anti-dilution provisions, and the Sponsor subjects 2,947,262 shares — approximately 70% of its holding — to vesting after the closing as Deferred Founder Shares, of which 1,473,631 vest on a volume weighted average price condition during the vesting period.
●What changed:Original Form S-4 of Anzu Special Acquisition Corp I, filed May 15, 2023 with no registration number assigned, for the merger of Envoy Merger Sub, Inc. into Envoy Medical Corporation under the Business Combination Agreement dated April 17, 2023; Anzu is renamed Envoy Medical, Inc. It is two prospectuses in one: for the issuance of up to 15,000,000 shares of Class A common stock in the merger, and for a separate offer to exchange Class A common stock for Series A Convertible Preferred Stock. Why it matters: The sponsor gives up most of what it holds and buys preferred instead: under the sponsor support and forfeiture agreement it forfeits 10,010,000 shares of Class B common stock less the Retained Sponsor Shares and all 12,500,000 private warrants, while committing to vote 10,500,000 Class B shares, approximately 70.3% of the outstanding. Separately it subscribes for 1,000,000 shares of New Envoy Series A Convertible Preferred at $10.00 per share for $10,000,000 of gross proceeds, and that preferred ranks senior to the Class A common on dividends and on liquidation.
●What changed:BioPlus Acquisition Corp. ('BIOS', a Cayman Islands exempted company) filed its ORIGINAL Form S-4; the preliminary proxy statement/prospectus inside is dated May 12, 2023. It registers 42,289,441 SHARES of common stock and 11,780,000 warrants of BIOS after its domestication as a Delaware corporation, to be renamed Avertix Medical, Inc. BIOS will migrate to and domesticate as a Delaware corporation prior to the closing. Why it matters: This is the baseline of the BIOS / Avertix registration and its registered share line is 42,289,441 — a lower figure than the 46,146,918 carried in the amendments that follow, so the share count is version-specific and rose during SEC review. The warrant line of 11,780,000 is unchanged throughout. The registration statement was filed less than two weeks after the agreement was signed. No vote date is stated.
●What changed:Original Form S-4 of Murphy Canyon Acquisition Corp., filed May 12, 2023 with no registration number assigned, for the merger of Conduit Merger Sub, Inc. into Conduit Pharmaceuticals Limited under the Agreement and Plan of Merger dated November 8, 2022 as amended January 27, 2023. Conduit survives as a wholly owned subsidiary and MURF is renamed Conduit Pharmaceuticals Inc. The special meeting's date, time, webcast address and record date are all left blank at this first version. Why it matters: The ballot that approves the deal also strips the vehicle's own protections: Charter Amendment Proposal C would delete the provisions applicable only to special purpose acquisition corporations, including the obligation to dissolve and liquidate if a business combination is not consummated within a certain period. Proposal D raises authorised common stock to 250,000,000 and Proposal E fixes the board at seven directors, a majority independent under Nasdaq's requirements. A separate Nasdaq proposal covers the private placement to Prospect Science Ventures Limited that funds the transaction.
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
●What changed:Original Form S-4 of Aurora Technology Acquisition Corp., filed May 12, 2023 with no registration number assigned, for the acquisition of DIH Holding US, Inc. under the Business Combination Agreement dated February 26, 2023, with Aurora Technology Merger Sub Corp. as the merging subsidiary. ATAK domesticates in Delaware before the closing and is renamed DIH Holding US Inc. The cover registers 52,078,123 shares of Class A common stock and 26,670,000 warrants, and DIH's stockholders receive $250,000,000 of Aggregate Base Consideration in new Class A stock at $10.00 per share. Why it matters: The unit mechanics dilute in fractions: two ATAK warrants buy one Class A share and ten rights convert into one Class A share, so the 26,670,000 registered warrants stand for far fewer shares than their count suggests, and each unit yields one share, one warrant and one right. Up to 6,000,000 Earnout Shares may follow over the five years from closing, beginning with 1,000,000 if the volume weighted average price reaches or exceeds $12.00 for any 20 trading days and 1,333,333 at the next milestone.
●What changed:Original Form S-4 of Worldwide Webb Acquisition Corp., filed May 12, 2023 with no registration number assigned, for the amalgamation of WWAC Amalgamation Sub Pte. Ltd. with Aark Singapore Pte. Ltd. under the Business Combination Agreement dated March 11, 2023. WWAC is renamed Aeries Technology, Inc., AARK survives as a subsidiary of the combined company alongside its sole shareholder, and WWAC's existing securities remain outstanding. The document is a proxy statement/prospectus for WWAC's annual general meeting rather than for a special meeting. Why it matters: Non-redeeming holders are paid to stay: Class A holders who elect not to redeem in connection with the vote will be issued an aggregate of up to 2,763,000 ATI Class A ordinary shares, a bonus that reaches only those who leave money in the trust. The sponsor forfeits 1,500,000 Class B ordinary shares outright and either forfeits or subjects to an earn-out a further 1,500,000. A Dubai entity receives one Class V ordinary share carrying voting rights but no economic rights, and Nasdaq listing of the ATI Class A shares is a condition to closing.
●What changed:Form S-4 of OmniLit Acquisition Corp., Registration No. 333-266273, dated May 10, 2023, registering 68,513,687 shares of common stock for the merger of Optics Merger Sub Inc. into Syntec Optics, Inc. under the Agreement and Plan of Merger dated May 9, 2023; OmniLit is renamed Syntec Optics Holdings, Inc. The board and a special committee of independent directors both approved it. The document is a proxy statement for an annual and special meeting of stockholders rather than for a special meeting alone. Why it matters: The filing states this deal carries no cash-at-close condition — unlike the seven merger candidates OmniLit previously considered — because Syntec Optics has been cash flow positive for over two decades, its stockholders had already invested capital now available for organic growth, and no distribution to them is required at closing. For a public holder that removes the usual redemption tripwire: heavy redemptions do not by themselves break this transaction. The filing also discloses the search record since the November 12, 2021 IPO.
●What changed:Original Form S-4 of biote Corp., filed May 9, 2023 with no registration number assigned. It is a prospectus/offer to exchange rather than a merger registration: biote, successor to Haymaker Acquisition Corp. III, offers holders of its 8,397,624 public warrants and 5,106,508 private placement warrants, each exercisable at $11.50, the chance to receive 0.23 shares of Class A common stock per warrant, alongside a consent solicitation to amend the warrant agreement dated March 1, 2021. Up to 3,105,951 Class A shares are offered. Why it matters: Tendering and consenting are inseparable: a holder may not consent without tendering and may not tender without consenting, and the Warrant Amendment would let the company force every warrant still outstanding after the offer to convert at 0.207 shares, a ratio the filing calls 10% less than the offer. Holders of roughly 19.4% of the public warrants and 59.3% of the private placement warrants are already committed, and the filing then states the amendment will be adopted if the other conditions are met — although it also says such an amendment needs at least 50% of the public warrants.
●What changed:Form S-4 of AlTi Global, Inc. — the company Cartesian Growth Corporation became after its business combination — dated May 5, 2023 with no registration number yet assigned. It registers a prospectus/offer to exchange rather than a merger: holders of the Public Warrants and the Private Warrants are offered 0.25 shares of Class A Common Stock for each warrant tendered, alongside a consent solicitation to amend the Amended and Restated Warrant Agreement dated January 3, 2023. The offer expires one minute after 11:59 p.m. Eastern Time on June 2, 2023. Why it matters: The private side controls the outcome: the former equityholders of TWMH, the TIG Entities and Alvarium collectively own all of the Private Warrants and, counting their shares, had beneficial ownership of approximately 60% of the outstanding Class A Common Stock and 36% of the outstanding Common Stock as of April 28, 2023, and each is entitled to tender. As of that date 10,992,453 Public Warrants and 8,899,934 Private Warrants were outstanding, and up to 4,973,096 Class A shares are offered in exchange for all of them.
●What changed:Original Form S-4 of Rosecliff Acquisition Corp I, dated May 1, 2023 with no registration number yet assigned, for the two-step merger with Spectral MD Holdings, Ltd. under the Business Combination Agreement dated April 11, 2023: Ghost Merger Sub I Inc. merges into Spectral and RCLF is renamed SpectralAI, Inc., then Spectral merges into Ghost Merger Sub II LLC. The cover registers up to 17,000,000 shares of common stock, and the document is a proxy statement for a special meeting in lieu of an annual meeting. Why it matters: The filing states the arithmetic outright: the 17,000,000 shares of merger consideration, including shares reserved for New Awards, will represent approximately 92.7% of the Combined Company's issued and outstanding common stock immediately following completion. Everything else — RCLF's public shares, its founder shares and its warrants — sits inside the remainder, so in economic terms this is close to a reverse takeover of the vehicle. The merger consideration may be increased by the Private Placement under the agreement.
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
●What changed:Original Form S-4 of Digital Transformation Opportunities Corp., filed April 27, 2023 with no registration number yet assigned, for the business combination with American Oncology Network, LLC under a Business Combination Agreement dated October 5, 2022, amended and restated on January 6, 2023 and further amended and restated on April 27, 2023 — the same date as this filing. The combined company is organised as an umbrella partnership C corporation, with substantially all assets and business remaining in AON and DTOC becoming a member of AON. Why it matters: The agreement was amended and restated on the day the registration statement was filed, and it had already been amended and restated once before that, so the terms described here are the third version of the deal. At closing AON reclassifies its existing Class A and Class A-1 units into a single class of AON common units exchangeable one-for-one for New AON Class A common stock, at an exchange ratio defined by the net equity value per unit of AON. The registration also covers an Exchange Offer alongside the business combination.
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
●What changed:Original Form S-4 of Chavant Capital Acquisition Corp., dated April 7, 2023 with no registration number yet assigned, for the merger after which the registrant deregisters as a Cayman Islands exempted company, transfers by way of continuation and domesticates in Delaware under Section 388 of the DGCL, and is renamed Mobix Labs, Inc. The cover registers 23,927,767 shares of Class A common stock and 6,000,000 warrants to purchase shares of Class A common stock of the domesticated company. Why it matters: 23,927,767 shares is the ceiling on issuance and it is stated in the first version rather than left blank, so a Chavant shareholder can size the dilution from the outset, with warrants over a further 6,000,000 shares on top. The domestication happens immediately before the merger, so approving the transaction also moves the shares from Cayman Islands law to Delaware law. The document is a proxy statement for an extraordinary general meeting and remains preliminary and subject to completion.
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
●What changed:The Growth for Good Acquisition Corporation ('G4G', a Cayman Islands exempted company) filed its ORIGINAL Form S-4; the document inside is subject to completion dated April 7, 2023. It registers 69,531,250 SHARES of common stock of G4G after its domestication as a Delaware corporation, the continuing entity to be renamed ZeroNox Holdings, Inc. — and NO warrant or rights line appears on this cover. The board unanimously approved the domestication, the merger of G4G Merger Sub Inc. (a Delaware corporation and G4G subsidiary) into Zero Nox, Inc. Why it matters: This baseline registers a single line of 69,531,250 shares — a materially higher share figure than the 55,220,312 carried in every subsequent amendment, and without the 12,650,000 redeemable warrants and 25,300,000 rights those later versions add. The registered mix therefore changed substantially during SEC review, and a figure quoted from this filing describes only this version.
●What changed:Leo Holdings Corp. II ('Leo', a Cayman Islands exempted company) filed its ORIGINAL Form S-4; the preliminary proxy statement/prospectus inside is dated April 7, 2023. THE REGISTERED AMOUNTS ARE BLANK on the cover — 'PROSPECTUS FOR UP TO SHARES OF COMMON STOCK AND WARRANTS' — of Leo after its domestication as a Delaware corporation, to be renamed World View, Inc. Leo will migrate to and domesticate as a Delaware corporation prior to the closing. Why it matters: This is the baseline of the Leo / World View registration and it fixes no dilution ceiling — both the share and warrant figures are blanks, and they stay blank through the next two amendments. The two merger subs, a corporation and an LLC, indicate a two-step merger of the kind used to reach a particular tax treatment. The domestication is a stated precondition to closing. No vote date appears.
●What changed:Original Form S-4 of Colombier Acquisition Corp., dated April 6, 2023 with no registration number yet assigned, for the merger with PSQ Holdings Inc. under the Agreement and Plan of Merger dated February 27, 2023. The document is a proxy statement for a special meeting in lieu of the 2023 annual meeting, to be held in a virtual-only format. The cover registers up to [__] shares of Class A common stock and up to [__] shares of Class C common stock — both counts are blank at this first version. Why it matters: Neither registered class is quantified, so this version states no ceiling on issuance and a Colombier holder cannot size the dilution from it. A Class C common stock is being created alongside the Class A, so the post-combination company will have more than one class of common, and the split of voting or economic rights between them is not stated on the cover. The meeting is virtual-only with no in-person attendance, and its date, time and webcast address are all left blank, so no redemption deadline can be computed.
●What changed:Original Form S-4 of Oxbridge Acquisition Corp., filed with no registration number assigned and with its own date left blank as March [ __ ], 2023. Oxbridge deregisters under Article 206 of the Cayman Islands Companies Act and domesticates in Delaware under Section 388 of the DGCL, renamed Jet.AI Inc.; OXAC Merger Sub I, Inc. and Summerlin Aviation LLC then effect the business combination with Jet Token, Inc. under the Business Combination Agreement and Plan of Reorganization dated February 24, 2023. Why it matters: Every number on the cover is a blank: the prospectus covers [_____] shares of common stock, [_____] Merger Consideration Warrants and [_____] warrants, and no registration number has been assigned. A holder cannot size the issuance, the warrant overhang or the merger consideration from this version at all, and even the document's own date is unfilled, so nothing here fixes a timetable either. The Merger Consideration Warrants are registered as a class separate from the SPAC's existing warrants, each exercisable for one share of common stock.
●What changed:Form S-4 of Luminar Technologies, Inc., filed March 1, 2023, which is not a business combination registration at all. It is an acquisition shelf: a preliminary prospectus covering up to $75,000,000 of Class A common stock, par value $0.0001 per share, that Luminar may offer and issue from time to time as consideration in future acquisitions of assets, businesses or securities. No target is named, no agreement is described, and the approximate date of commencement is stated as from time to time after the effective date. Why it matters: There is no transaction here for a holder to vote on or redeem against — the filing registers a standing capacity to pay for acquisitions in stock. Luminar states it expects no cash proceeds, expects shares issued to be valued at a price reasonably related to the prevailing market price at or about the time each acquisition is agreed or consummated, and may pay finder's fees in shares issued under the same prospectus. It also permits recipients of those shares to use the prospectus to offer and resell them.
●What changed:Original Form S-4 of Alpha Healthcare Acquisition Corp. III, dated February 14, 2023, for the merger of Candy Merger Sub, Inc. into Carmell Therapeutics Corporation under the Business Combination Agreement dated January 4, 2023, with Carmell surviving as a wholly owned subsidiary; ALPA is renamed Carmell Therapeutics Corporation. The cover registers 15,000,000 shares of Class A common stock. The Exchange Ratio, the total shares expected to be issued and the resulting ownership percentages are all printed as blanks. Why it matters: The registered ceiling is stated but nothing that turns it into a holding is: the Exchange Ratio is blank, the expected share issuance is blank, and the two ownership percentages — assuming no redemptions and assuming maximum redemptions — are both blank, so the range this transaction could produce is not disclosed at all. Nasdaq listing of the New Carmell common stock is a closing condition the parties may waive, and ALPA's units, each one Class A share and one-fourth of a warrant, stop trading after the combination.
●What changed:Original Form S-4 of ROC Energy Acquisition Corp., filed February 14, 2023 with no registration number yet assigned, for the merger of ROC Merger Sub, Inc. into Drilling Tools International Holdings, Inc. under the Agreement and Plan of Merger dated February 13, 2023 — signed the day before this filing. The cover registers up to 27,931,604 shares of common stock. The special meeting is set for 10:00 a.m. Eastern time on a date left blank, held via live webcast at an address also left blank. Why it matters: The Nasdaq Proposal separates out what a holder is actually approving: the issuance of up to 23,253,533 shares of common stock pursuant to the Business Combination Agreement, plus the issuance and sale of further shares in a private offering to certain investors — so the registered 27,931,604 covers more than the merger consideration alone. The Charter Proposal is conditional, taking effect only if both the Business Combination Proposal and the Nasdaq Proposal are approved, so the items are chained rather than independent.
●What changed:Original Form S-4 of GigCapital5, Inc., filed February 14, 2023 with the registration number printed as 333-[ ], for the merger of QTI Merger Sub, Inc. into QT Imaging, Inc. under the Business Combination Agreement dated December 8, 2022; GigCapital5 is renamed QT Imaging Holdings, Inc. The cover registers 14,807,937 shares of common stock, and the document is a preliminary proxy statement for GigCapital5's 2023 annual meeting of stockholders rather than for a special meeting. Why it matters: The consideration is formulaic at this first version and stays unquantified: each QT Imaging share of $0.001 par value converts at an Exchange Ratio defined in the Business Combination Agreement, plus a contingent right to additional shares of GigCapital5 common stock of $0.0001 par value if performance requirements are achieved. Treasury shares are cancelled without conversion and dissenting shares are excluded, so 14,807,937 is a registration ceiling rather than a settled issuance, and no per-share figure appears on the cover at all.
●What changed:Original Form S-4 of Vahanna Tech Edge Acquisition I Corp., a British Virgin Islands business company, filed February 13, 2023 with no registration number yet assigned, for the merger of Vahanna Merger Sub Corp. into Roadzen, Inc. under the merger agreement dated February 10, 2023, with Roadzen surviving as a wholly owned subsidiary. Vahanna is renamed Roadzen Inc., and New Roadzen will issue or reserve for issuance 68,300,000 New Roadzen Ordinary Shares in connection with the merger. Why it matters: The domestication is conditional on the redemption result: Vahanna continues out of the British Virgin Islands into Delaware only if redemptions of Class A Ordinary Shares are less than approximately 48% of its issued and outstanding capital stock, which the filing gives as 20,010,000 Class A Ordinary Shares and 5,002,500 Class B Ordinary Shares. Heavy redemption therefore leaves the combined company a BVI business company rather than a Delaware corporation, so a holder's redemption decision bears on the law governing the shares the remaining holders keep.
●What changed:Original Form S-4 of Western Acquisition Ventures Corp., dated February 13, 2023 with no registration number yet assigned, for the merger of Western Acquisition Merger Inc. into Cycurion, Inc. under the Agreement and Plan of Merger dated November 21, 2022; Western is renamed Cycurion, Inc. Western acquires all of Cycurion's outstanding equity interests for an aggregate of 9,500,000 shares of Western common stock, par value $0.0001, against a stated Cycurion pre-money valuation of $95 million. The prospectus cover states no share total. Why it matters: The per-share consideration is the 9,500,000 Merger Consideration Shares divided by Fully Diluted Company Shares, and the filing defines that denominator explicitly: Cycurion's outstanding common stock, its Series A Convertible Preferred on an as-if-converted basis, the Cycurion Rollover Warrant Shares and the Cycurion Rollover RSU Shares. Rollover warrants and RSUs therefore dilute the common holders inside the ratio rather than after it. Cycurion RSU awards and warrants convert at the Common Stock Exchange Ratio, each rounded down.
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
●What changed:Original Form S-4 of First Light Acquisition Group, Inc., filed February 10, 2023 with no registration number yet assigned, for the merger of FLAG Merger Sub Inc., a Nevada corporation, into Calidi Biotherapeutics, Inc., a Nevada corporation, under the Agreement and Plan of Merger dated January 9, 2023, with Calidi surviving as a wholly-owned subsidiary of FLAG. First Light Acquisition Group, LLC acts as Purchaser Representative and Allan Camaisa as Seller Representative. The special meeting is by live webcast on a date and at a time both left blank. Why it matters: Both the merger subsidiary and the target are Nevada corporations while FLAG is a Delaware corporation, so the surviving operating company sits under Nevada law inside a Delaware parent. The Sponsor, First Light Acquisition Group, LLC, is also designated the representative for FLAG's own stockholders under the merger agreement, so the entity holding the founder stake acts in that capacity for the public holders too. Access to the special meeting is by means of remote communication only.
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
●What changed:Original Form S-4 of Freedom Acquisition I Corp., dated February 9, 2023 with no registration number yet assigned, for the business combination with Complete Solaria, Inc. and The Solaria Corporation under the Business Combination Agreement dated October 3, 2022, as amended December 26, 2022 and January 17, 2023, through Jupiter Merger Sub I Corp. and Jupiter Merger Sub II LLC. FACT domesticates in Delaware at least one day before the closing and is renamed Complete Solaria, Inc. The cover registers 47,629,757 shares of common stock and 14,891,667 warrants. Why it matters: The registered ceiling is stated in the first version — 47,629,757 shares and 14,891,667 warrants — so a FACT shareholder can size the dilution before any amendment. At the domestication both Class A and Class B ordinary shares convert into a single class of New Complete Solaria common stock, and each whole warrant becomes exercisable for one share at $11.50 under the warrant agreement dated February 25, 2021. Two targets are involved: Complete Solaria and its wholly-owned indirect subsidiary The Solaria Corporation, each attached as its own annex.
●What changed:Original Form S-4 of Innovative International Acquisition Corp., filed February 7, 2023 with no registration number yet assigned. IOAC deregisters under the Cayman Islands Companies Act and domesticates in Delaware under Section 388 of the DGCL, and the continuing entity is renamed Zoomcar Holdings, Inc. The document is a combined proxy statement for IOAC's extraordinary general meeting, a consent solicitation statement for Zoomcar, Inc.'s stockholders and a prospectus, on the Agreement and Plan of Merger and Reorganization dated October 13, 2022. Why it matters: The two sides are asked in different forums: IOAC's shareholders vote at an extraordinary general meeting while Zoomcar's stockholders act by written consent, so the target's approval does not turn on turnout. The cover states that the board 'has approved' the Domestication and the Merger Agreement rather than that it approved them unanimously. A holder who stays in is also being moved from a Cayman Islands exempted company into a Delaware corporation as part of the same transaction.
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
●What changed:Original Form S-4 of NorthView Acquisition Corporation, filed January 25, 2023 with no registration number yet assigned, for the merger of NV Profusa Merger Sub Inc. into Profusa, Inc., a California corporation, under the Merger Agreement and Plan of Reorganization dated November 7, 2022; NorthView is renamed Profusa, Inc. The Exchange Ratio is the value of a Profusa share at a $155,000,000 equity valuation divided by an assumed value of NorthView common stock of $10.00 per share. The cover states no share count. Why it matters: The $10.00 is an assumed contractual value rather than a market price, so the share count a Profusa holder receives is set by the formula and not by trading. Profusa's preferred converts into common immediately before the merger, its options convert at the Exchange Ratio and its warrants at a separate Warrant Ratio, and holders also receive Earnout Shares. The Sponsor has agreed both to vote in favour and not to redeem, so its block cannot leave the trust, and the special meeting's date and time are left blank.
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
●What changed:10X Capital Venture Acquisition Corp. II ('10X II', a Cayman Islands exempted company) filed its ORIGINAL Form S-4. THE PROSPECTUS DATE IS A BLANK — 'SUBJECT TO COMPLETION, DATED, 2023'. It registers 63,848,605 shares of common stock and 6,884,908 warrants of 10X II after its domestication as a Delaware corporation, to be renamed African Agriculture Holdings Inc. The board unanimously approved the transactions under an Agreement and Plan of Merger dated November 2, 2022, as amended by a First Amendment dated January 3, 2023, among 10X II, 10X AA Merger Sub, Inc. Why it matters: This is the baseline of the 10X II / African Agriculture registration and the registered ceiling — 63,848,605 shares plus 6,884,908 warrants — is fixed here and does not move through any of the five amendments that follow. The original registration statement was filed after the agreement had already been amended once, seventeen days earlier. The prospectus date is unfilled. No vote date is stated.
●What changed:Original Form S-4 of MedTech Acquisition Corporation, dated January 6, 2023 with no registration number yet assigned, for the merger of MTAC Merger Sub, Inc. into TriSalus Life Sciences, Inc. under the Agreement and Plan of Merger dated November 11, 2022; the target becomes TriSalus Operating Life Sciences, Inc. and MTAC is renamed TriSalus Life Sciences, Inc. Each TriSalus common share converts at an Exchange Ratio equal to a $220 million equity value divided by TriSalus's outstanding common shares and then divided by $10.00. Why it matters: The denominator is assembled immediately before the closing: ten series of TriSalus preferred — A-1 through A-6 and B, B-1, B-2 and B-3 — convert into common at their then-applicable rates, and any convertible notes convert under their own terms. Fractional shares are rounded down to the nearest whole share rather than paid out in cash. The meeting is held in lieu of the 2023 annual meeting, exclusively by live video webcast, on a date and at a time both left blank, so no redemption deadline can be read from this first version.
●What changed:Yotta Acquisition Corporation (a Delaware blank check company) filed its ORIGINAL Form S-4; the document inside is a preliminary PROXY STATEMENT/INFORMATION STATEMENT/PROSPECTUS subject to completion dated January 4, 2023. The special meeting will be held in a VIRTUAL-ONLY format — stockholders will NOT be able to attend in person — with the date, time and meeting URL all left blank. Why it matters: This is the baseline of the registration statement whose target, as its first amendment records, is NaturalShrimp Incorporated under an October 24, 2022 merger agreement — a different transaction from the DRIVEiT Financial Auto Group deal Yotta's later registration statements describe. The document is also an information statement, so one constituency is being informed rather than asked to vote. No vote date, meeting address or registered share count appears in the extracted portion.
●What changed:Original Form S-4 of Roth CH Acquisition IV Co., filed December 30, 2022 with no registration number yet assigned, for the merger of Roth IV Merger Sub Inc. into Tigo Energy, Inc. under the Agreement and Plan of Merger dated December 5, 2022; ROCG is renamed Tigo Energy, Inc. The cover registers up to 60,000,000 shares of common stock, the same figure as the aggregate merger consideration payable to Tigo's equityholders, including holders of warrants and options. Why it matters: At this first version the 86.2% fully diluted share those 60,000,000 shares are said to represent carries a single stated assumption on its face: that no ROCG public stockholder exercises its redemption rights. The $600.0 million equity value quoted for Tigo rests on $10.00 per ROCG share, which the filing identifies as the price at which ROCG completed its initial public offering in August 2021 rather than a current market price. Immediately before the effective time Tigo's preferred stock converts into common in accordance with its charter.
●What changed:Original Form S-4 of Priveterra Acquisition Corp., filed December 23, 2022 with no registration number yet assigned, for the merger of Priveterra Merger Sub, Inc. into AEON Biopharma, Inc. under the Business Combination Agreement dated December 12, 2022, with AEON surviving as a wholly-owned subsidiary; Priveterra is renamed AEON Biopharma, Inc. The cover registers 36,151,237 shares of Class A common stock. Why it matters: The approval language is qualified: the cover states that all of the members of the Priveterra board voting on the transaction approved the Business Combination Agreement, rather than that the board approved it unanimously. The AEON share count is computed on an as-converted basis folding in warrants exercisable for AEON preferred stock, the conversion of that preferred into common, the conversion of AEON's convertible notes, and any AEON common issued in connection with a Subsidiary Merger — so the ceiling already absorbs instruments that are not common stock today.
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
●What changed:Original Form S-4 of Rice Acquisition Corp. II, filed December 22, 2022 with no registration number yet assigned. RONI deregisters under the Cayman Islands Companies Act and domesticates in Delaware under Section 388 of the DGCL, and the continuing entity is renamed NET Power Inc. in connection with the Business Combination. The cover registers up to 198,350,578 shares of common stock and 19,525,000 warrants to purchase shares. The Extraordinary General Meeting is to be held at 609 Main Street, Houston, Texas on a date and at a time both left blank. Why it matters: 198,350,578 shares is the registered ceiling at this first version and therefore the measure of dilution for a RONI shareholder who does not redeem, with warrants over a further 19,525,000 shares beyond it. Shareholders are asked to approve the Domestication and the Business Combination as separate items at the same meeting, so the move from the Cayman Islands to Delaware is its own vote rather than a consequence of approving the deal. No meeting date is fixed, so nothing here sets a redemption deadline.
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.