US Merger & Acquisition SEC Filings — October 02, 2026

02-10-2026

CareTrust REIT announced a definitive agreement to acquire 45 new UK care homes from LNT Care Developments for approximately £1.1 billion, with the first closing of 24 homes for £576 million (~$764 million) completed on October 1, 2026. The transaction is structured with a lease-up phase followed by a transition to a RIDEA/SHOP structure, expected to be accretive and generate mid-to-high 7% yields. The company also closed ~$488 million of other investments and raised its full-year 2026 guidance, reflecting strong investment activity, though the remaining 21 homes are subject to development and regulatory approvals.

• · First closing of 24 homes occurred on October 1, 2026; one additional home is completed and operating but closing subject to regulatory approval expected in October 2026.
• · Remaining 21 homes are under development, with closings expected on a rolling basis throughout 2027.
• · All homes will be leased to Crystal Care under triple-net leases with fixed annual escalators and renewal options during the Lease-up Phase.
• · SHOP Phase expected to begin between years two and four after each home's completion, with first transition anticipated by Q4 2027.
• · LNT has granted CareTrust an option to acquire the LNT platform in its entirety in the future.
• · Revised FY2026 guidance: net income $1.54-$1.57 per share, Normalized FFO $2.06-$2.09 per share, Normalized FAD $2.02-$2.05 per share.
• · Company has deliberately run below target leverage to maintain capacity for strategic opportunities.
• · LNT founder Lawrence Tomlinson has built more than 250 care homes; LNT delivers at a pace approaching 30 homes per year.

02-10-2026

Columbus Acquisition Corp. issued a $50,000 convertible promissory note to WISeSat.Space Corp. in connection with their Business Combination Agreement. The note funds 50% of two extension payments and can convert into securities at $10.00 per unit or, under certain termination scenarios, at $5.00 per share. The note is non-interest bearing and includes a trust account waiver, limiting recourse to the trust account.

• · The note is issued under Section 8.19 of the BCA to fund 50% of two Extension Payments.
• · The note matures on the earliest of: BCA termination (other than by Maker under Section 10.1(e)), consummation of the business combination, or winding up of Maker.
• · No interest accrues on the note.
• · Upon an Event of Default, the unpaid principal becomes immediately due and payable, and Maker agrees to pay collection costs including reasonable attorneys' fees.
• · The note is governed by New York law, with exclusive jurisdiction in New York County courts.
• · Payee irrevocably waives any claims against the Trust Account established for public shareholders.

02-10-2026

Spark I Acquisition Corp (SPKLU) filed an 8-K on October 2, 2026, furnishing an investor presentation related to its previously announced business combination with ZincFive, Inc., a Delaware corporation. The presentation is provided for informational purposes under Regulation FD and does not constitute an offer of securities. The filing includes forward-looking statements and risk factors, and notes that a registration statement (File No. 333-299215) was filed on September 30, 2026, but has not yet been declared effective.

• · The registration statement (File No. 333-299215) was filed on September 30, 2026, but has not yet been declared effective.
• · The investor presentation is furnished under Item 7.01 and is not deemed filed for Section 18 liability purposes.
• · The filing includes extensive risk factors including ZincFive's ability to grow, supply chain risks, and potential shareholder redemptions.
• · The business combination is subject to regulatory approvals and shareholder vote.
• · No specific financial metrics or transaction values were disclosed in this filing.

02-10-2026

BC Partners Lending Corporation (BCPL) completed its merger with Alternative Credit Income Fund (ACIF), with BCPL as the surviving company. The combined company has a net asset value in excess of $223 million as of September 26, 2026. Management expects to leverage enhanced scale, portfolio diversification, cost savings, and improved liquidity to deliver compelling risk-adjusted returns.

• · ACIF conducted a one-time discretionary repurchase offer for up to 15% of its outstanding shares at NAV as of September 24, 2026, prior to the merger closing.
• · Exchange ratios vary by ACIF share class: Class A ~0.4571, Class C ~0.4647, Class I ~0.4568, Class L ~0.4579, Class W ~0.4567 BCPL shares per ACIF share.
• · BCPL is a non-diversified, closed-end management investment company treated as a business development company under the Investment Company Act of 1940.
• · BCPL's investment objective is current income and capital appreciation primarily through debt investments in private middle-market companies.

02-10-2026

ESCO Technologies Inc. completed the acquisition of Megger Group Limited for approximately $2.3 billion, funded with $922 million in cash and 5.10 million shares of ESCO common stock. The acquisition was financed through a new $1.5 billion senior secured credit facility (comprising $500 million each in revolving credit, Term Loan A, and Term Loan B facilities), which replaced the existing credit agreement. In connection with the deal, the board was expanded to nine members with the appointment of Jeremy P. Abson as an independent director, and a shareholder agreement with seller TBG AG provides for board representation, transfer restrictions, and other governance rights.

• · The purchase price is subject to a post-closing adjustment based on net debt and working capital of Megger Group, payable in cash.
• · The shareholder agreement grants TBG AG the right to designate one board member as long as it holds at least 50% of the Consideration Shares.
• · Consideration Shares are subject to transfer restrictions: 50% released after 6 months, the remainder after 12 months.
• · Standstill provisions limit TBG AG from acquiring more than 24.5% of ESCO's outstanding common stock without board consent.
• · The New Credit Agreement matures on October 1, 2031 for the Revolving Credit Facility and Term Loan A, and October 1, 2033 for Term Loan B.
• · The New Credit Agreement includes financial covenants (leverage ratio, interest coverage ratio) and restrictions on incurring debt, granting liens, and asset sales.
• · Financial statements and pro forma financial information will be filed by amendment within 71 calendar days.
• · Mr. Abson was appointed as a Class III director with term ending at the 2029 annual meeting; Mr. Khilnani was reclassified from Class III to Class I director.

02-10-2026

Bluerock Acquisition Corp. II filed an 8-K reporting the consummation of its IPO and a concurrent private placement on September 28, 2026. The IPO of 17,250,000 units at $10.00 per unit generated gross proceeds of $172.5 million, and the private placement of 5,812,500 warrants at $1.00 per warrant added $5.8 million, for total gross proceeds of $178.3 million. A total of $173.4 million of the proceeds has been placed in a trust account, representing the net proceeds available for a future business combination.

• · The IPO included full exercise of the underwriters' over-allotment option (2,250,000 additional units).
• · The trust account holds $10.05 per unit, which includes the deferred underwriting commission.
• · The private placement warrants were sold at $1.00 per warrant, compared to the public warrant exercise price of $11.50 per share.

02-10-2026

Piermont Valley Acquisition Corp entered into a PIPE Securities Purchase Agreement with Tigerless AI Holdings Inc., Tigerless Health, Inc., and Capstan Point, LLC, securing $5.0 million in aggregate gross proceeds through the issuance of 5,000 shares of Series A Convertible Preferred Stock at $1,000 per share. The PIPE financing is structured in two tranches: $3.5 million at the first closing post-business combination and $1.5 million at the second closing 90 business days later. The agreement includes complex conversion terms with a floor price that can reset lower over time, potentially diluting existing shareholders significantly, and imposes restrictive covenants and registration obligations on Pubco.

• · The PIPE Securities Purchase Agreement was entered into on September 30, 2026, in connection with a previously announced business combination under an Agreement and Plan of Merger dated April 17, 2026.
• · The second tranche commitment is binding but subject to conditions including no continuing Triggering Event or Pubco Default, continued Nasdaq listing, and required registration statement filings.
• · The Conversion Price is the lower of $10.00 and 93% of the lowest daily VWAP over the prior five trading days, subject to a floor price that starts at $2.00 and can reset lower every six months to 20% of a defined market price.
• · If the floor price resets below $2.00, a larger number of shares could become issuable, increasing potential dilution.
• · Pubco must reserve at least 200% of the shares needed for conversion at the applicable floor price.
• · Triggering Events include failures to maintain registration, trading or Nasdaq listing, timely delivery of conversion shares, payment failures, defaults on indebtedness, bankruptcy, material breaches, and DTC restrictions.
• · During an uncured Triggering Event, a holder may require Pubco to apply up to 25% of gross cash proceeds from subsequent debt or equity financings to redeem shares.
• · Pubco may redeem all or part of the Series A Preferred Stock at 110% of stated value plus dividends, on at least 15 business days' notice, provided no Triggering Event is continuing.
• · Closing Fee Shares of 2,000,000 Pubco Class A Common Stock will be transferred by existing stockholders of Tigerless and/or Piermont to the PIPE Investor, subject to a 4.99% beneficial ownership cap.
• · Registration rights require Pubco to file a resale registration statement within 30 days of the first PIPE closing, covering 200% of maximum conversion shares at the initial floor price plus Closing Fee Shares.
• · If registration deadlines are missed, Pubco must pay liquidated damages of 5% of the purchase price initially, plus 5% for each 30-day period, with unpaid amounts bearing 18% annual interest.
• · The PIPE Investor is subject to daily leak-out restrictions on open-market sales until the second PIPE closing, limited to the greater of $75,000 divided by prior day's closing price and 8% of that day's trading volume.
• · The Series A Preferred Stock ranks senior to Class A and Class B Common Stock for dividends, distributions, and liquidation, but generally has no voting rights except protective votes and those required by Nevada law.

02-10-2026

Tavia Acquisition Corp. (SPAC) completed a sponsor handover on October 1, 2026, whereby Fog Cutter Holdings LLC purchased 2,243,333 ordinary shares and 249,107 private units from the prior sponsor, becoming the new sponsor. The transaction triggered a complete board and officer overhaul: Andrew Wiederhorn (Chairman & CEO of Fog Cutter) was appointed Executive Chairman and CEO, Kenneth Kuick became CFO, and four new directors joined. The prior sponsor retained 1,500,000 ordinary shares, and the new sponsor assumed responsibility for monthly trust contributions of up to $60,000 and operating expenses.

• · The Purchase Agreement was approved by the SPAC Board on September 29, 2026.
• · Closing occurred on October 1, 2026.
• · The new sponsor did not assume obligations under Sections 7 and 8 of the letter agreement dated December 3, 2024.
• · The administrative services agreement between the SPAC and the prior sponsor terminated as of the Closing.
• · The resignations of Christophe Charlier, Marsha Kutkevitch and Darrell Mays were not due to any disagreements with the company.
• · Andrew Wiederhorn previously founded FAT Brands Inc. and served as its Chairman, President and CEO until March 2026.
• · Christopher DeWolfe co-founded MySpace and Jam City; Jam City had peak annual revenue exceeding $550 million and a valuation over $1 billion.
• · Kenneth Kuick is a Certified Public Accountant.

02-10-2026

Hall Chadwick Acquisition Corp (HCAC) announced a proposed $400M all-stock business combination with REEcycle Holdings, a rare earth recycling company, to build a domestic rare earth supply chain. The deal includes $350M payable at closing and a $50M milestone payment upon achieving 50 tonnes per annum of mixed rare earth oxide over 22 days, with a minimum cash condition of $40M. However, the transaction is subject to significant risks including REEcycle's early stage with limited operating history, no definitive offtake agreements, reliance on unproven technology, and potential shareholder redemptions that could impact the minimum cash condition.

• · The BCA was signed on May 31, 2026, and the S-4 registration statement was filed with the SEC on October 1, 2026.
• · The transaction is an all-stock deal with no cash consideration; all stock rolls over with a 6-month lock-up.
• · REEcycle management fills all executive roles post-combination.
• · The PIPE has no minimum ticket size or warrants; it is common equity only at $10.00/share.
• · At ≤75% redemptions, no PIPE is needed; at 100% redemptions, the PIPE is ~$51.8M.
• · The company has no definitive offtake agreements and relies on patents licensed from the University of Houston.
• · The minimum cash condition of $40M is critical to fund the first plant.
• · The SEC review is estimated to take 30-60 more days as of October 2, 2026, with 30 days already elapsed.

02-10-2026

EchoStar's subsidiary DISH DBS emerged from Chapter 11 bankruptcy on October 1, 2026, after the Bankruptcy Court confirmed its prepackaged plan on September 29, 2026. The restructuring reduced aggregate outstanding indebtedness by approximately $4.35 billion through debt restructuring, full repayment of 7.75% Senior Notes due July 1, 2026, and partial early repayment of 5.25% Senior Secured Notes due December 1, 2026. DISH DBS will be reconsolidated into EchoStar's financial statements as of the Effective Date.

• · The DISH DBS Filing Entities were deconsolidated from EchoStar's financial statements effective June 30, 2026 upon filing the Prepackaged Chapter 11 Cases.
• · The DISH DBS Filing Entities will be reconsolidated as of the Effective Date (October 1, 2026).
• · The DISH DBS Plan was bifurcated from the DISH Wireless Filing Entities' plan on August 27, 2026.
• · Financial statements of DISH DBS will be filed by amendment to this 8-K no later than 71 calendar days after the filing date.