DFB Healthcare Acquisitions Corp.

A DFB holder is being asked for far more than a merger vote: the Charter Proposal creates Class A and Class B common stock, raises authorised common from 200,000,000 to 245,000,000 shares and preferred from 1,000,000 to 5,000,000, and restaggers the board into three classes. The Nasdaq Proposal covers up to 51,500,000 Class A and Class B shares to the sellers, up to 3,000,000 more as Contingent Consideration, and up to 12,500,000 Class A shares in a concurrent private placement with Deerfield Private Design Fund IV, L.P. and RAB Ventures (DFB) LLC.

This is an Up-C structure: DFB takes roughly 65% of AdaptHealth Holdings while the Non-Blocker members retain units and receive Class B shares exchangeable later into Class A, so the listed company owns a majority of an operating LLC rather than all of it. The Nasdaq proposal authorises up to 51,500,000 combined Class A and Class B shares to the sellers plus up to 3,000,000 shares of contingent consideration, and up to 10,000,000 Class A shares to Deerfield Private Design Fund IV, L.P.. Authorised common stock rises from 200,000,000 to 245,000,000.

This establishes the initial trust balance and public share count that will determine per-share redemption values and track remaining capital available to meet the business combination deadline.

These terms dictate the dilution mechanics and liquidity events for warrant holders, explicitly stating that private placement warrants remain non-redeemable by the company while held by the sponsor. Investors can now calculate exact exercise costs, cashless settlement ratios, and forced redemption triggers prior to any merger timeline.

What changed: AdaptHealth Corp., the DFB Healthcare Acquisitions Corp. successor, filed an 8-K attaching as Exhibit 2.1 the execution version of an Asset Purchase Agreement between RGH Enterprises, LLC and AdaptHealth Corp., dated July 19, 2026. Confidential portions are omitted and replaced with bracketed markers on the basis that the information is not material and would likely cause competitive harm. Why it matters: An asset purchase at a de-SPAC is a capital-allocation event rather than a SPAC mechanic — there is no trust or redemption right left from the DFBH vehicle. The material caveat is disclosure: the consideration figure and other commercially sensitive terms are redacted from the filed exhibit, so the size of the transaction and whether AdaptHealth is buying or divesting cannot be established from this document. Confidence is reduced accordingly and the accompanying 8-K item text should be checked for the headline terms.

What changed: AdaptHealth Corp., the DFB Healthcare Acquisitions Corp. successor, disclosed that on July 6, 2026 its subsidiary AdaptHealth LLC issued a notice of redemption for all $325,000,000 of its outstanding 6.125% Senior Notes due 2028, at 100% of principal plus accrued and unpaid interest to but excluding the redemption date. Redemption is conditioned on drawing enough under the existing delayed draw term loan to pay the price. The redemption date is expected to be August 1, 2026 with payment on August 3, after which no interest accrues. Why it matters: This is a refinancing rather than a deleveraging: $325 million of 6.125% notes due 2028 are being repaid with a drawdown under an existing delayed draw term loan, so total debt is unchanged and the outcome depends on whether the new facility's floating rate beats the fixed 6.125%. Redeeming at par avoids any call premium. For former DFBH holders the benefit is the removal of a 2028 maturity wall; the risk is swapping fixed-rate debt for floating in an uncertain rate environment.

What changed: AdaptHealth Corp., the DFB Healthcare Acquisitions successor, reported under Item 1.05 that a threat actor gained unauthorised access to its systems and exfiltrated data, and that on June 27, 2026 it determined the incident material given the volume of data at risk. Access reached cloud-based applications including internal patient management and document storage systems and external electronic health record portals. Exfiltrated data includes a stored insurance billing password file plus personally identifiable and protected health information. Why it matters: A formal Item 1.05 materiality determination is the strongest cybersecurity disclosure a registrant can make and triggers regulatory notification obligations under HIPAA and state breach laws, with remediation, notification and litigation costs to follow. The exfiltration of a stored insurance billing password file is the most dangerous element, since it can enable further intrusion or fraudulent billing. The mitigating facts are the absence of Social Security numbers, bank details and card data in the affected systems.