US Merger & Acquisition SEC Filings — September 08, 2026

08-09-2026

Cayson Acquisition Corp (CAPNR) and Mango Financial Group Limited mutually terminated their Business Combination Agreement originally dated July 11, 2025. Mango paid $45,125.36 in fees to the SPAC, which issued a corresponding non-interest bearing promissory note. However, $1,525,000 in outstanding extension notes remain in place and are convertible into SPAC securities upon a future business combination, indicating the SPAC continues to seek an alternative deal.

• · The termination is effective as of September 2, 2026, but the filing was made on September 8, 2026.
• · The new promissory note is non-interest bearing and repayable only upon consummation of a future business combination; if no deal occurs, the note is forgiven unless the SPAC has funds outside its trust account.
• · The extension notes (totaling $1,525,000) survive termination and are convertible into SPAC securities upon a future business combination, subject to any required shareholder approval.
• · All parties released each other from claims related to the Business Combination Agreement, except for surviving sections and the notes.

08-09-2026

Andretti Acquisition Corp. II entered into additional non-redemption agreements with new investors on September 4, 2026, to secure up to 300,000 non-redeemed shares in exchange for up to 75,000 Pubco shares (or 100,000 if the business combination closes after June 9, 2027). These agreements supplement prior non-redemption agreements covering 6,248,959 non-redeemed shares. The filings do not disclose any financial results or performance metrics, and the company remains a blank-check SPAC with no operating revenue.

• · The Special Meeting to approve the Extension was adjourned from August 28, 2026 to September 8, 2026.
• · The non-redemption agreements are not expected to increase the likelihood of Extension approval but are expected to increase funds remaining in the trust account.
• · The agreements terminate upon failure to approve Extension, determination not to proceed, fulfillment of obligations, liquidation, mutual agreement, or if the Investor exercises redemption rights.

08-09-2026

Meshflow Acquisition Corp. (MESHU) has entered into a definitive business combination agreement with HGP Intelligent Energy, LLC, a nuclear reactor load-following technology company. The transaction values HGP at a pre-money equity value of $800 million, with a pro forma enterprise value of approximately $921 million and pro forma equity value of approximately $1.2 billion, assuming no redemptions. The deal is expected to provide approximately $345 million in gross proceeds from Meshflow's trust account, though redemptions could reduce that amount, and the combined company will be led by HGP's management team with all existing HGP equity holders rolling 100% of their holdings.

• · HGP's patent pending portfolio covers variable-speed reactor coolant pump architecture, thermal margin and pump-speed control, digital twin monitoring and predictive control, and related pump hydraulics across large PWRs, SMRs, microreactors, and sodium fast reactors.
• · In July 2026, HGP was selected as a consortium partner on Prometheus, an AI-for-nuclear effort under the DOE's Genesis Mission, with $60M in government funding and over $200M in industry cost-share.
• · HGP is separately developing the Integrated Naval Nuclear Energy Campus, which would place proven naval-derived reactors on federal sites to serve islanded, grid-connected data center load.
• · All existing HGP equity holders will roll 100% of their holdings into the combined company, and HGP's management, principal equity holders, and Meshflow's sponsor have committed to a customary lockup post-closing.
• · Meshflow raised $345 million in its December 2025 IPO, led by Cantor.
• · The transaction is subject to shareholder approval, regulatory approvals (including HSR and other antitrust clearances), and other closing conditions, including a minimum cash condition.

08-09-2026

Franklin Electric Co., Inc. (FELE) completed the acquisition of Cat Pumps Corporation for $350 million in cash plus a potential earnout of up to $50 million in FELE stock. Cat Pumps generated approximately $115 million in revenue and $45 million in Adjusted EBITDA in 2025, with EBITDA margins above 35%. The acquisition is expected to be accretive to Adjusted EPS in 2027 and expands FELE's exposure to high-growth commercial and industrial end markets, while maintaining a net leverage ratio of approximately 1.5x.

• · Cat Pumps will be reported as part of Franklin Electric's Energy Systems segment and will continue to operate under the Cat Pumps brand.
• · The acquisition expands Franklin Electric's addressable market by $1+ billion.
• · Franklin Electric expects to leverage its international distribution network to expand Cat Pumps' presence outside North America.
• · The transaction closed on September 4, 2026.
• · Franklin Electric funded the acquisition with available cash and borrowings under existing credit facilities.

08-09-2026

International Stem Cell Corporation (ISCO) completed the sale of its wholly-owned subsidiary Lifeline Cell Technology, LLC (LCT) to American Type Culture Collection, Inc. (ATCC) for an adjusted purchase price of $25,250,000 on September 1, 2026. The transaction provides ISCO with net cash proceeds of approximately $21.7 million and an escrow receivable of $2.6 million, significantly strengthening its balance sheet. However, pro forma financial statements show that after removing LCT's revenues, ISCO's continuing operations (Lifeline Skin Care and therapeutic R&D) generated only $296,000 in revenue for the six months ended June 30, 2026, with a net loss from continuing operations of $1.6 million, indicating a sharp decline in scale and ongoing operating losses.

• · The sale closed on September 1, 2026, with the MIPA dated July 10, 2026.
• · LCT's historical results will be reported as discontinued operations in future filings.
• · ISCO retains Lifeline Skin Care, Inc. and its therapeutic R&D operations after the sale.
• · The escrow receivable of $2.6M comprises three tranches: $100K working capital holdback (~90 days), $1.5M indemnification holdback (~6 months), and $1.0M indemnification holdback (~9 months), all classified as current.
• · Pro forma total assets are $26.3M, up from $5.1M historical, primarily due to cash proceeds.
• · Pro forma total liabilities are $4.4M, down from $5.0M historical, after removing LCT liabilities.
• · Related party note payable of $3.3M to BioTime remains on the balance sheet.
• · Pro forma net loss per share (basic and diluted) for FY2024 and FY2025 is $(0.40), and $(0.20) for the six months ended June 30, 2026.
• · The company qualifies as a Smaller Reporting Company, allowing only two annual periods in pro forma statements.

08-09-2026

B&R Technology Merger Corp. announced that holders of its units from the initial public offering may elect to separately trade the Class A ordinary shares and warrants starting September 10, 2026. The units will continue to trade under the symbol 'BRTMU' on Nasdaq, while the Class A ordinary shares and warrants will trade under 'BRTM' and 'BRTMW', respectively. No fractional warrants will be issued upon separation.

• · Separate trading begins on September 10, 2026.
• · Holders must contact Continental Stock Transfer & Trust Company through their brokers to separate units.
• · Only whole warrants will trade; no fractional warrants will be issued.
• · The company is an emerging growth company and has not elected to use the extended transition period for complying with new or revised financial accounting standards.

08-09-2026

Solaris Energy Infrastructure, Inc. (NYSE: SEI) announced the acquisition of Omega Foundation Services, a specialized EPC company with heavy civil construction expertise, for approximately $101 million in net cash, $28 million in debt and lease assumption, and about 3.6 million Class A shares. The deal is expected to be immediately accretive to earnings and free cash flow per share, expanding Solaris' turnkey power solutions and adding new customers in data center, LNG, industrial, and government sectors. However, the acquisition introduces integration risks and potential unanticipated costs, and the company has not provided specific financial projections for the combined entity.

• · The acquisition adds early-stage site services, front-end plant installation & commissioning, and electrical substation development to Solaris' offerings.
• · Omega brings a large team of skilled professionals with decades of specialized EPC experience.
• · The transaction is expected to be immediately accretive to earnings and free cash flow per share.
• · Solaris has worked with Omega for two years in multiple locations.
• · The company anticipates announcing further business expansions in the coming months.
• · Risks include integration challenges, retention of key personnel and customers, and potential unanticipated costs.

08-09-2026

AEVEX Corp. completed its acquisition of BlackSea Technologies, a leading provider of unmanned surface and subsea vessels, creating a multi-domain autonomous systems provider. The combined entity offers battle-tested UAS, USVs, and UUVs, large-scale manufacturing, and CompassX autonomy software. While AEVEX highlights strong production volume growth of 114% YoY in Q2, the filing does not disclose the acquisition price or any financial metrics for BlackSea, limiting the ability to assess deal value or near-term financial impact.

• · BlackSea's Baltimore manufacturing complex features deepwater access, two 30-ton bridge cranes, and advanced robotic welding.
• · BlackSea has provided significant support to U.S. Navy 5th Fleet operations and missions such as Operation Epic Fury.
• · AEVEX's production volume grew 114% year-over-year in Q2, with strong supply-chain throughput improvements.
• · The acquisition was completed for an undisclosed consideration; no financial terms were disclosed.
• · BlackSea will operate as AEVEX's Maritime Systems division, led by former BlackSea CEO Bob Pudney.

08-09-2026

NMP Acquisition Corp. (Nasdaq: NMP) has entered into a definitive business combination agreement to acquire Gibson Technical Services, Inc. (GTS), a telecommunications infrastructure services provider, in an all-stock transaction valuing GTS at an implied enterprise value of $400 million. GTS delivered approximately $140 million in revenue for 2025, representing 36% year-over-year growth, with an EBITDA margin of ~12.5%. The combined company is expected to be listed on Nasdaq under a new ticker, with the transaction subject to SEC review and shareholder approval.

• · The transaction is an all-stock deal with no minimum cash or third-party financing condition.
• · The Seller will roll 100% of its equity interests in GTS Holdings, LLC into the combined company.
• · NMP's trust account held approximately $119.8 million as of September 4, 2026, which will be available to the combined company after redemptions and expenses.
• · Lock-up restrictions apply for six months post-closing, with early release possible if Class A Common Stock trades at or above $12.00 per share for 20 out of 30 trading days.
• · The combined company's board will include Nadir Ali, Mike McCracken, and three independent directors.
• · The business combination is subject to SEC review of a Form S-4 registration statement and NMP shareholder approval.

08-09-2026

Medalist Diversified REIT disclosed the completion of eight property dispositions between October 2025 and September 2026, with total sales prices ranging from $2.15M to $24.1M, and the deconsolidation of a DST entity following the sale of its beneficial interests. Pro forma financials show a significant reduction in investment property revenues (from $3.5M to $0.6M for H1 2026) and a swing to a pro forma net loss of $0.5M, reflecting the impact of asset sales. The company used proceeds to repay or defease debt, reducing total liabilities from $20.5M to $5.9M on a pro forma basis.

• · Pro forma net income for H1 2026 is $523,691, down from historical net income of $13,916,648, primarily due to the removal of gains on disposal.
• · Pro forma operating loss for H1 2026 is $1,974,345, compared to historical operating income of $11,902,017.
• · Pro forma cash and cash equivalents increased to $17,516,963 from $6,382,359.
• · Pro forma mortgages payable decreased to $4,769,004 from $9,041,598.
• · The company recognized a gain on disposal of $12,785,020 in the historical H1 2026 statement of operations.
• · The company recorded an impairment of assets held for sale of $465,327 in H1 2026, with a pro forma adjustment reducing this to $247,367.
• · The company used proceeds to repay or defease debt on multiple properties, including $12,954,175 for Franklin Square and $10,113,493 for Ashley Plaza.
• · The deconsolidation of XXV DST 1 removed all assets and liabilities of that entity from the consolidated financial statements.