US Merger & Acquisition SEC Filings — October 19, 2026

19-10-2026

Apogee Acquisition Corp (AACP) disclosed that errors were identified in its unaudited Q2 2026 Form 10-Q (filed August 20, 2026), affecting private placement unit proceeds contributed to the trust account, the number of private placement units, Class A ordinary shares subject to possible redemption, and warrants. On October 14, 2026, the audit committee concluded the previously issued Q2 financials should no longer be relied upon, and a restatement via 10-Q/A is being filed October 16, 2026. The same filing reports that director Anna Brunelle resigned from the Board and its audit and compensation committees, Christopher Valentine was appointed to the audit committee, and COO Tom Watson resigned effective October 14, 2026.

• · Restatement affects Notes 4, 7 and 8 of the Q2 2026 10-Q, covering trust account contributions from private placement unit proceeds, number of private placement units, Class A shares subject to redemption, and warrants
• · Independent registered public accounting firm Adeptus Partners, LLC was consulted on the matters disclosed
• · Company is a Cayman Islands blank check company (SPAC) listed on Nasdaq; emerging growth company status claimed
• · Filing references a 10-Q/A to be concurrently filed October 16, 2026
• · Filing period of report is October 13, 2026; the Form 8-K was signed October 16, 2026

19-10-2026

Starry Sea Acquisition Corp (SSEAR), a Cayman Islands SPAC, disclosed that its Extraordinary General Meeting, originally set for October 9, 2026, has been postponed to October 19, 2026 to give the company more time to engage with shareholders. The redemption deadline expired October 15, 2026, with 3,895,270 public shares tendered for redemption after 601,847 prior redemption requests were withdrawn. The filing does not reference a specific business combination target, so the Preliminary classification of Merger/Acquisition appears to be unsupported by the text.

• · Meeting rescheduled from 10:00 a.m. ET on October 9, 2026 to 9:00 a.m. ET on October 19, 2026
• · Redemption deadline was 5:00 p.m. ET on October 15, 2026
• · Net tendered public shares, after withdrawals, stand at 3,895,270, including new requests filed October 7-15, 2026
• · Filed under Item 7.01 (Regulation FD) and Item 8.01 (Other Events), with Item 7.01 content furnished rather than filed

19-10-2026

Cambium Networks, Ltd. (In Administration), the UK subsidiary of Cambium Networks Corp (CMBM), entered into a Business Sale Agreement dated October 14, 2026 with Univastu UK Limited to sell its business as a going concern and related assets, following the appointment of joint administrators from RSM UK Restructuring Advisory LLP on September 14, 2026. The sale covers the Specified Products (including ePMP, PTP550, PON fiber, cnRanger, Wi-Fi access points, switch products, and Network Security Edge products), while fixed broadband and defence product lines (PMP450, PTP 820/850, cnWave, cnMaestro, and others) are excluded. The filing does not disclose the purchase price in the excerpt provided.

• · Administrators were appointed on September 14, 2026 under paragraph 22 of Schedule B1 to the Insolvency Act 1986, indicating the UK entity is insolvent
• · The sale is structured as a going concern transfer covering business intellectual property, customer and supplier contracts, employees (TUPE transfers), stock, plant and machinery, and book debts
• · Excluded Assets and Excluded Products (fixed broadband and defence lines) are carved out of the sale and remain with the Seller or its affiliates
• · A Licence Agreement and transition services agreement with Airspan Communications Limited, both dated September 22, 2026, are annexed as Schedule 12 as Defence Sale Contracts
• · Buyer warranties, administrators' liability limits, and no-recourse protections for Vector Capital related persons are included, limiting recourse against sellers and administrators
• · The filing includes Items 1.01 (Material Definitive Agreement), 2.01 (Completion of Acquisition or Disposition of Assets), and 9.01 (Financial Statements and Exhibits)

19-10-2026

Atkore Inc. (ATKR) filed an 8-K including Exhibit 3.1, its Fifth Amended and Restated Certificate of Incorporation, which sets out corporate governance provisions covering authorized capital, director removal, board by-law authority, director and officer liability limits, and indemnification. The exhibit itself contains no monetary figures, no financial results, and no description of a merger or acquisition, so the preliminary 'Merger/Acquisition' classification is not supported by the excerpt provided. The filing's listed Items (1.02 Termination of Material Agreement, 2.01 Completion of Acquisition or Disposition, 3.01, 3.03, 5.01, 5.02, 5.03) suggest transaction-related activity, but the accompanying narrative text is not included in the content supplied.

• · Authorized capital is 1,000 shares of common stock with $0.01 par value, all voting together as a single class
• · Directors may be removed with or without cause by a majority of outstanding voting shares
• · Board is empowered to make, alter, and repeal the by-laws
• · Officer and director monetary liability is limited except for loyalty breaches, bad faith, intentional misconduct, Section 174 DGCL liability, improper personal benefit, and officer actions brought by or on behalf of the Corporation
• · Mandatory indemnification and advancement of expenses to directors and officers to the fullest extent permitted under DGCL, subject to Board authorization for proceedings they initiate

19-10-2026

TCGX Acquisition Corp., a Nasdaq-listed SPAC, and clinical-stage biotech TriGemX Bio announced a definitive business combination agreement that will take TriGemX public as TriGemX Bio, Inc. (ticker TGEM). The deal is expected to deliver approximately $246 million in gross proceeds, including a concurrent $160 million PIPE at $10.00 per share and roughly $86 million from the SPAC trust assuming no redemptions, with a post-transaction equity value of about $600 million and closing expected in Q1 2027. Proceeds are intended to fund the Phase 3 program for elismetrep in acute migraine, a migraine-prevention trial, and commercial readiness, though completion depends on shareholder approvals and customary conditions, and no assurance is given the deal will close on the stated terms.

• · Elismetrep Phase 3 results for the acute migraine trial are anticipated in mid-2027
• · Two pivotal Phase 3 studies (NCT07645924 and NCT07816367) and a long-term safety study (NCT07674654) are underway
• · Combined Company will trade on Nasdaq under the new ticker TGEM and domesticate as a Delaware corporation
• · Transaction requires approval of both TCGX shareholders and TriGemX stockholders and an S-4 registration statement will be filed
• · Elismetrep is investigational and has not been approved by the FDA or any other regulator

19-10-2026

RMCF reported fiscal Q2 2027 results with total revenue of $6.7M (vs. $6.8M, down ~2.5% YoY) and a net loss of $1.3M ($(0.14)/share) versus a $0.7M loss a year earlier, while gross margin improved to 8.0% from (0.6)%. The Board formed a strategic committee exploring alternatives including a possible sale, merger, or going-private transaction, and the company received third-party expressions of interest. Subsequent events include a $6.6M sale-leaseback of the Durango facility, repayment of $6.6M of 12% debt, and a new $2.0M Alpine Bank loan, while cash fell to $416K and current liabilities rose sharply to $13.6M.

• · Net loss for six months nearly tripled to $2.4M from $1.0M, with six-month revenue down 3.3%.
• · Cash fell to $416K from $1.2M, while notes payable were reclassified to current ($6.8M), driving current liabilities to $13.6M, a near doubling since February 2026.
• · Stockholders' equity declined 42% to $3.0M from $5.2M since fiscal year-end, with accumulated deficit widening to $12.4M.
• · Franchise and royalty fees fell 18% YoY to $1.3M, a key drag on revenue despite higher retail sales.
• · Retail operating expenses nearly doubled YoY and G&A rose 36%, reflecting the larger company-owned store base and higher corporate costs.
• · Going-concern language is referenced in the forward-looking statements ("ability to continue as a going concern"), signaling liquidity risk.
• · The company received expressions of interest from third parties in the strategic review, but there is no assurance any transaction will occur.
• · Filing refers to a Form 10-Q for additional detail on the subsequent-event transactions.

19-10-2026

ACV Auctions Inc. filed its Twelfth Amended and Restated Certificate of Incorporation (Exhibit 3.1), signed October 16, 2026 by CEO George Chamoun. The restated charter authorizes a single class of Common Stock totaling 1,000 shares at $0.001 par value, retains the existing director and officer exculpation and indemnification provisions, and reserves the right to amend the charter. The exhibit itself contains no transaction-specific financial figures, acquisition price, or deal terms; the Acquisition classification in the preliminary tags is not supported by the exhibit text provided and should be verified against the main 8-K body (Items 2.01 and 5.03 suggest a completed transaction and charter change).

• · Original certificate of incorporation was filed with the Delaware Secretary of State on December 30, 2014
• · Registered agent is Corporation Services Company in Wilmington, Delaware
• · Restated charter adopted under DGCL Sections 242 and 245 and effective upon filing with the Delaware Secretary of State
• · Board is expressly authorized to make, alter, amend or repeal bylaws
• · Director and officer monetary liability exculpation and indemnification provisions carried forward

19-10-2026

Vivos Therapeutics closed an acquisition of an 11% fully diluted equity interest in SOD Sciences and a 50% undivided co-ownership interest in SOD's pseudohypoxia early-warning test, paid entirely in 12,000 shares of newly created Series C Convertible Preferred Stock with a stated value of $12,000,000 and no cash consideration. Management expects the transaction to add more than $10 million (about $10.38 million) to stockholders' equity and to restore compliance with Nasdaq's $2.5 million minimum stockholders' equity requirement, subject to Nasdaq review. Channel benefits through AHA (325,000+ patients) and Cleveland Clinic Weston remain contingent on definitive agreements and AHA bankruptcy court approval, and the preferred stock carries significant dilution risk (up to 80,000,000 common shares on conversion).

• · Stockholder approval under Nasdaq Rule 5635(a) is required before conversions above the 19.99% exchange cap; without it, dilution is limited but the conversion economics remain unresolved
• · Nasdaq may still conclude the Company has not regained compliance at its next periodic report, creating a delisting risk if equity is not evidenced
• · Vivos' FDA clearances for oral appliances do not extend to the pseudohypoxia test, and the release states the test does not establish prediction of any condition
• · Contribution margin is explicitly not equivalent to revenue, net income, or cash flow, so the economic value of the test interest is undefined
• · The conversion price of $0.15 was a premium to the closing price on the signing date, and the 80,000,000-share conversion ceiling is large relative to the $12M stated value
• · Management expects the AHA opportunity to begin in 2027 and describes it as potentially multi-million dollar, with no quantified revenue guidance

19-10-2026

On October 15, 2026, Service Properties Trust (SVC) completed the sale of three hotels for an aggregate sales price of $19.0 million, excluding closing costs, under a purchase and sale agreement entered into previously. The company characterized the disposition as significant for purposes of Item 2.01, but stated that it does not represent a disposition of a significant portion of a business under Article 11 of Regulation S-X, so no pro forma financial information is included.

• · The disposition is classified by SVC as a significant disposition for Item 2.01 purposes
• · Pro forma financial information was omitted because the disposed assets do not constitute a significant portion of a business under Article 11 of Regulation S-X
• · The sale was executed under a purchase and sale agreement previously entered into by SVC

19-10-2026

TCGX Acquisition Corp. II, a healthcare-focused special purpose acquisition company sponsored by TCGX Sponsor II, LLC, announced pricing of its initial public offering of 10,000,000 Class A ordinary shares at $10.00 per share, for gross proceeds of $100 Million (USD). The shares are expected to list on Nasdaq under ticker TCXB on October 16, 2026, with closing expected on or about October 19, 2026. The offering carries no warrants and no over-allotment option.

• · Guggenheim Securities is sole book-running manager
• · Registration statement declared effective by the SEC on October 15, 2026
• · Investors will not receive warrants exercisable after the initial business combination
• · No over-allotment option included in the offering

19-10-2026

Quartzsea Acquisition Corporation (QSEAU), a Cayman Islands blank-check (SPAC) company listed on Nasdaq Global Market, filed an 8-K on October 19, 2026 disclosing its Second Amended and Restated Memorandum and Articles of Association, adopted by special resolution on October 13, 2026. The amended charter sets the authorized share capital at USD50,000 divided into 500,000,000 Ordinary Shares of par value USD0.0001 each, and adds SPAC-specific provisions governing a Business Combination (Article 35), Equity-Linked Securities, redemption rights, and Amendment Redemption Events. The filing's items (1.01, 5.03, 5.07, 9.01) indicate a material agreement, amendment to articles, shareholder vote results, and exhibits.

• · Charter adopted by special resolution passed on October 13, 2026, six days before the 8-K filing date
• · Company is listed on Nasdaq Global Market (defined as the Designated Stock Exchange)
• · Registered office is at Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman
• · Articles include a Business Combination framework (Article 35), tax filing provisions (Article 36), business opportunities provisions (Article 37), and exclusive jurisdiction/forum provisions (Article 38)
• · Default Rate is defined at 10% per annum; Business Day excludes New York City bank holidays, indicating NYC-centric operations

19-10-2026

WinVest Acquisition Corp. (WINVW) disclosed under Item 2.03 that it made a second drawdown of $30,000 on its $180,000 unsecured, non-interest-bearing promissory note issued to its sponsor, WinVest SPAC LLC, depositing the funds into the trust account to extend its deadline to complete an initial business combination from October 17, 2026 to November 17, 2026. The note is repayable only from funds held outside the trust account if no business combination is consummated, and the remaining availability is up to four further $30,000 drawdowns. No acquisition target is named in this filing.

• · Termination Date extended from October 17, 2026 to November 17, 2026 (one month)
• · Promissory note is non-interest bearing and matures upon the earlier of a business combination closing or liquidation
• · If no business combination is consummated, the note is repayable only from assets held outside the trust account, if any
• · Trust account funds are distributable to public shareholders either on liquidation or upon redemption in connection with a business combination
• · Filing describes the note as previously disclosed on September 16, 2026, indicating this is a recurring extension financing