US Merger & Acquisition SEC Filings — May 04, 2026

04-05-2026

Blueport Acquisition Ltd (Nasdaq: BPAC), a SPAC, and SingAuto Inc announced a definitive business combination agreement valued at $1.2 billion, under which SingAuto shareholders will receive approximately 120,000,000 ordinary shares of the resulting PubCo at $10.00 per share. The transaction involves a reincorporation merger followed by an acquisition merger, with closing expected by end of 2026 subject to regulatory approvals, shareholder votes, SEC review of the proxy/prospectus, and Nasdaq listing. No financial performance metrics or declines are disclosed, though forward-looking statements highlight execution risks including potential failure to close or realize benefits.

• ·SingAuto headquartered in Singapore, operates in Singapore and Middle East, focuses on CEVs for cold-chain logistics including frozen, chilled, fresh produce, and pharmaceuticals.
• ·Transaction unanimously approved by boards of both companies.
• ·Advisors: Loeb & Loeb LLP and Ogier (Blueport); Robinson & Cole LLP, ShookLin & Bok, Ogier (SingAuto).
• ·Form F-4 registration statement to be filed including proxy statement/prospectus.
• ·Filing references Blueport's Form 10-K for FY ended December 31, 2025, filed February 26, 2026.

04-05-2026

Collective Acquisition Corp. II priced its initial public offering at $220,000,000, consisting of 22,000,000 units at $10.00 per unit, with units to list on Nasdaq under 'CAIIU' starting April 29, 2026, and closing expected on April 30, 2026. Each unit includes one Class A ordinary share and one-half redeemable warrant exercisable at $11.50 per share. The blank check company, led by CEO Daniel Hoffman and Chairman Samuel Sayegh, focuses on mergers in sectors like defense technology and AI, with underwriters granted an option for 3,300,000 additional units.

• ·Units expected to separate for individual trading as 'CAII' (shares) and 'CAIIW' (warrants)
• ·Underwriter: Clear Street LLC (sole book-running manager)
• ·Legal counsel: Reed Smith LLP (Company), Walkers (Cayman) LLP (Cayman counsel), Morgan, Lewis & Bockius LLP (underwriters)
• ·Registration statement effective April 28, 2026
• ·45-day over-allotment option

04-05-2026

Calisa Acquisition Corp received a notice from Nasdaq on April 30, 2026, stating non-compliance with Listing Rule 5450(a)(2), which requires at least 400 Total Holders of ordinary shares for continued listing. The company must submit a compliance plan by June 15, 2026, with potential extension up to 180 days if accepted, and intends to do so. This poses a risk of delisting if unresolved.

• ·Notice received: April 30, 2026
• ·Compliance plan due: no later than June 15, 2026
• ·Potential extension: up to 180 calendar days from April 30, 2026, if plan accepted
• ·Appeal opportunity: Nasdaq Hearings Panel if plan rejected

04-05-2026

SunOpta Inc. (Nasdaq: STKL, TSX: SOY) completed its acquisition by an affiliate of Refresco Holding B.V. for US$6.50 per Common Share in cash on May 1, 2026, following shareholder approval on April 16, 2026, and a final court order on April 22, 2026. SunOpta's shares will be delisted from the TSX and Nasdaq, it will cease to be a reporting issuer under Canadian securities laws, and deregister under U.S. securities laws. While the transaction provides immediate cash to shareholders, forward-looking statements highlight risks including potential business disruptions, employee retention issues, litigation, and operating costs exceeding expectations.

• ·Registered shareholders must submit letter of transmittal and share certificates/DRS advices to TSX Trust Company to receive Consideration.
• ·SunOpta has over 50 years of expertise in customized supply chain solutions for beverages, broths, and better-for-you snacks.

04-05-2026

Flag Ship Acquisition Corporation (SPAC), Great Future Technology Inc., and GFT Merger Sub Limited entered into a Mutual Termination Agreement on May 3, 2026, terminating their prior Merger Agreement dated April 18, 2025 (as amended December 11, 2025) and all related ancillary agreements including lock-up, support, and registration rights agreements. The parties provided mutual releases of all claims related to the merger, subject to exclusions for surviving provisions and post-termination obligations. This development ends the proposed business combination with no further rights or liabilities under the original agreements.

• ·Termination effective May 3, 2026, in accordance with Section 9.01(a) of the Merger Agreement.
• ·Merger Agreement originally dated April 18, 2025, and amended December 11, 2025.
• ·Ancillary Documents automatically terminated: Parent Shareholder Lock-up and Support Agreement, Sponsor Lock-up Agreement, Sponsor Voting and Support Agreement, Amended and Restated Registration Rights Agreement.
• ·Each party responsible for its own expenses related to the Termination Agreement and original Merger Agreement.

04-05-2026

byNordic Acquisition Corp issued a $250,000 promissory note to Achilles Capital AB on April 29, 2026, which is due upon consummation of a Business Combination with no interest accruing. Repayment is limited to funds outside the Trust Account if no Business Combination occurs, with the Payee waiving any claims against the Trust Account. The note includes standard events of default, remedies, and is governed by New York law.

• ·Note treated as equity for U.S. tax purposes
• ·Payee waives all claims against Trust Account
• ·Prepayable at any time without penalty
• ·Governed by New York law

04-05-2026

On May 1, 2026, the board of directors of Valuence Merger Corp. I approved a one-month extension of the deadline to consummate an initial business combination, from May 3, 2026, to June 3, 2026, the first of up to 10 such monthly extensions available until March 3, 2027. In connection with the extension, the company deposited $13,897.14 into its trust account. The company remains an emerging growth company incorporated in the Cayman Islands with no securities registered under Section 12(b).

• ·The company's Amended and Restated Memorandum and Articles of Association, as amended, permit monthly extensions by board resolution up to March 3, 2027.
• ·Principal executive offices located at 4 Orinda Way, Suite 100D, Orinda, CA 94563; telephone (415) 340-0222.

04-05-2026

Athena Technology Acquisition Corp. II deposited $497.74 into its trust account on May 4, 2026, to extend the deadline for consummating its initial business combination by one month, from May 14, 2026, to June 14, 2026. This is the ninth and final monthly extension permitted under the Company's Amended and Restated Certificate of Incorporation, as amended. No other financial metrics or performance comparisons were reported.

• ·Company is an emerging growth company.
• ·Fiscal year end: December 31.
• ·State of incorporation: Delaware.
• ·Commission File Number: 001-41144.
• ·IRS Employer Identification No.: 87-2447308.

04-05-2026

AParadise Acquisition Corp. held its extraordinary general meeting on May 1, 2026, with 21,072,603 Ordinary Shares present (77.28% quorum), approving the Business Combination with Enhanced Ltd., Domestication Proposal, Organizational Documents Proposals, Director Election, Stock Issuance, Founder Plan, Omnibus Incentive Plan, and ESPP Proposal, with FOR votes ranging from 6.67M to 17.99M against 0-3.34M AGAINST. However, an aggregate of 19,615,531 Ordinary Shares were tendered for redemption, indicating significant shareholder outflows. The Business Combination is expected to close shortly, after which Enhanced Group Inc. Class A common stock will trade on NYSE under 'ENHA'.

• ·Proxy statement/prospectus filed with SEC on April 10, 2026; record date April 2, 2026.
• ·Proposal No. 9 (Adjournment Proposal) not presented due to sufficient votes.
• ·Omnibus Incentive Plan Proposal had 17,731,887 FOR votes vs. 3,339,716 AGAINST.

04-05-2026

West Enclave Merger Corp., a blank check SPAC, announced the pricing of its $100 Million initial public offering of 10,000,000 units at $10.00 per unit, with trading expected to commence on NYSE under 'WENC U' on April 30, 2026. The offering, led by EarlyBirdCapital, Inc. as sole book-running manager, is set to close on or about May 1, 2026, subject to customary conditions, with underwriters granted a 45-day option for up to 1,500,000 additional units. The Company focuses on business combinations with high-quality targets in Latin America or U.S. businesses benefiting from U.S.-Latin America economic ties, particularly Mexico.

• ·Units expected to separate trade with ordinary shares under 'WENC' and rights under 'WENC RT'.
• ·Registration statement effective April 29, 2026.
• ·45-day underwriter option to cover over-allotments.

04-05-2026

General Catalyst Global Resilience Merger Corp., a blank check company targeting Global Resilience sectors, announced the pricing of its $350 million initial public offering of 35,000,000 GRAIL securities at $10.00 per security, set to trade on Nasdaq under 'GCGRU' starting April 30, 2026. Each GRAIL security includes one Class A ordinary share and one-fourth of a redeemable warrant exercisable at $11.50 per share. Citigroup Global Markets Inc. leads as sole book-running manager, with Academy Securities, Inc. as co-manager, and an over-allotment option for up to 5,250,000 additional securities; closing is expected May 1, 2026.

• ·Company incorporated as Cayman Islands exempted company for mergers or business combinations.
• ·Intended focus: aerospace and defense, national security, industrials and manufacturing.
• ·Registration statement effective April 29, 2026; trading begins April 30, 2026; expected closing May 1, 2026.
• ·Investor contact: gcgr@generalcatalyst.com

04-05-2026

Fundrise eREIT, LLC entered into an Agreement of Merger and Plan of Reorganization dated April 29, 2026, under which seven Non-Surviving Entities—Fundrise Development eREIT, LLC, Fundrise East Coast Opportunistic REIT, LLC, Fundrise Equity REIT, LLC, Fundrise Growth eREIT II, LLC, Fundrise Growth eREIT III, LLC, Fundrise Midland Opportunistic REIT, LLC, and Fundrise West Coast Opportunistic REIT, LLC—will simultaneously merge into it as the Surviving Entity. The mergers are structured to qualify as tax-free reorganizations under Section 368(a) of the Internal Revenue Code, with Exchange Shares issued based on each Non-Surviving Entity's NAV per share divided by $10.00. The transaction requires SEC effectiveness of an S-4 Registration Statement and satisfaction of other conditions prior to the mutually agreed Merger Date.

• ·Valuation Time: 4:00 p.m. Eastern time on April 28, 2026
• ·Effective Time: 11:59 p.m. Eastern time on the Merger Date
• ·Filing requires SEC declaration of effectiveness for S-4 Registration Statement and Prospectus
• ·All entities externally managed by Fundrise Advisors, LLC, a registered investment adviser and subsidiary of Rise Companies Corp.
• ·No dissenters’ or appraisal rights available to shareholders

04-05-2026

Willow Lane Acquisition Corp. held an extraordinary general meeting on April 30, 2026, where shareholders approved all proposals related to the Business Combination with Boost Run Holdings, LLC, including the merger agreements, domestication from Cayman Islands to Delaware, adoption of new organizational documents, director elections, Nasdaq compliance issuance, incentive plan, and insider letter amendments. No shareholders redeemed shares, preserving approximately $134.5 million in the trust account. While Proposal 1 passed with 9,906,838 for versus 10,045 against, advisory Proposal 3 saw notable opposition with 1,878,613 against out of roughly 10 million votes.

• ·Proposal 2 (Domestication) approved unanimously by Class B shareholders: 4,628,674 for, 0 against.
• ·Proposal 6 (Nasdaq issuance) and Proposal 7 (Incentive Plan) approved overwhelmingly: over 9.5 million for each.
• ·Adjournment Proposal not presented due to sufficient votes for all main proposals.
• ·Business Combination Agreement originally dated September 15, 2025, amended January 13, 2026.

04-05-2026

American Express Global Business Travel (Amex GBT), operated by Global Business Travel Group, Inc. (NYSE: GBTG), reported Q1 2026 revenue of $840 million, up 35% YoY (7% excluding acquisitions), with TTV growth of 54% and Adjusted EBITDA of $150 million up 6%, alongside LTM Total New Wins Value of $3.4 billion and 96% customer retention. However, net income declined 28% to $54 million, gross profit margin contracted 410 bps to 56%, Adjusted EBITDA margin fell 490 bps to 18%, operating expenses rose 48% to $837 million, and free cash flow turned to a $52 million outflow. The company announced a proposed acquisition by Long Lake Management, suspending earnings calls and guidance.

• ·Excluding acquisitions, Q1 2026 revenue growth was 7% YoY.
• ·75% of eligible joint customers with SAP Concur are using 'Complete'.
• ·Cash and cash equivalents: $442M as of March 31, 2026 (up from $434M at Dec 31, 2025).
• ·Total assets: $5,079M as of March 31, 2026 (up from $4,916M at Dec 31, 2025).

04-05-2026

On May 1, 2026, Tiptree Inc. and its wholly owned subsidiary Reliance Holdings LLC completed the sale of all membership interests in Reliance First Capital LLC to Carrington Mortgage Services, LLC for $47,291,890 in cash. An additional $2,000,000 is held in escrow for the Purchase Price Adjustment Holdback Amount and $1,027,798 for the Specified Tax Holdback Amount, both expected to be released to sellers following final determinations per the Purchase Agreement dated October 31, 2025, as amended.

• ·Purchase Agreement originally dated October 31, 2025, and amended December 5, 2025
• ·Form 8-K filed May 4, 2026

04-05-2026

On May 2, 2026, Axos Bank, a subsidiary of Axos Financial, Inc., completed its acquisition of approximately $2.3 billion in United States consumer deposits from Jenius Bank, a digital banking business of SMBC MANUBANK, pursuant to a Purchase and Assumption Agreement dated February 12, 2026. The Bank received cash, less a negotiated premium. No financial performance metrics or comparisons were provided in the filing.

• ·Purchase and Assumption Agreement filed as Exhibit 99.1 to Form 8-K on February 12, 2026
• ·Filing signed on May 4, 2026

04-05-2026

Stanley Martin Homes, LLC completed its all-cash acquisition of United Homes Group, Inc. for an enterprise value of approximately $221 million, making United Homes a wholly-owned subsidiary and ceasing trading of its common stock on Nasdaq. Shareholders of United Homes will receive $1.18 per share in cash. The deal expands Stanley Martin Homes' footprint in high-growth Southeast markets like South Carolina and Georgia, complementing its operations and marking its second acquisition in the past year.

• ·Acquisition is Stanley Martin Homes’ second in the past year, following Windsor Homes assets in September 2025.
• ·Stanley Martin Homes operates in 18 metropolitan areas across seven states: Florida, Georgia, Maryland, North Carolina, South Carolina, Virginia, West Virginia.
• ·Vestra Advisors served as exclusive financial advisor to United Homes' Special Committee; Paul, Weiss legal counsel to Special Committee; Maynard Nexsen legal counsel to Stanley Martin.

04-05-2026

Gyre Therapeutics, Inc. completed its acquisition of Cullgen Inc. in an all-stock transaction valued at approximately $300 million, creating a U.S.- and China-based fully integrated biopharmaceutical company with a revenue-producing asset ETUARY® and a pipeline focused on fibrosis and inflammatory diseases including TPDs and DACs. Dr. Ying Luo was appointed President and CEO, and a member of the Board, while Ping Zhang remains Chairman. The deal enhances Gyre's innovation engine and late-stage assets like F351, though forward-looking statements highlight integration risks and clinical uncertainties.

• ·Gyre Pharmaceuticals' flagship ETUARY® was first approved for IPF in PRC in 2011 and maintains prominent market share.
• ·F351 received Breakthrough Therapy designation by CDE of NMPA in March 2021 and demonstrated statistically significant fibrosis regression in Phase 3 trial for CHB-associated liver fibrosis.