US Merger & Acquisition SEC Filings — October 23, 2026

23-10-2026

UY Scuti Acquisition Corp. (UYSCU), a Cayman Islands SPAC, issued a $900,000 non-interest-bearing promissory note to Isdera HK Limited, dated October 22, 2026. The funds were deposited into the SPAC's trust account in two $450,000 tranches (June 30, 2026 and September 30, 2026) and constitute loans payable upon consummation of a business combination. The note is convertible at the payee's option into units at $10.00 each, but conversion is prohibited if the holder becomes a subsidiary of Isdera Inc (PubCo) at closing, in which case the principal is to be settled in cash, intercompany set-off, or another mechanism.

• · Note is payable only upon consummation of a business combination; no personal liability for officers, directors, employees, or shareholders of the Maker
• · Payee waived all claims against the trust account for any distribution (Section 12)
• · If the Holder becomes a subsidiary of PubCo at Closing, conversion rights are void unless assigned to a non-subsidiary entity before Closing
• · Note is governed by Cayman Islands law and is subject to securities law transfer restrictions
• · Filing references Items 1.01 (material agreement), 2.03 (creation of direct financial obligation), and 9.01 (financial statements and exhibits)

23-10-2026

Inflection Point Acquisition Corp. VI (IPFX) and Quantum Space, LLC executed an amendment dated October 22, 2026 to their June 8, 2026 Business Combination Agreement, shifting the post-closing listing of Pubco Class A-1 Common Stock and Pubco Warrants from Nasdaq to the New York Stock Exchange and updating board composition, listing conditions, and the company capitalization table (Annex 3.03(a)). The filing contains no specific monetary amounts, percentages, or share counts, so the financial impact cannot be quantified from this document alone.

• · Amendment dated October 22, 2026 to the Business Combination Agreement and Company Disclosure Letter originally dated June 8, 2026
• · Post-closing listing venue changed from Nasdaq to NYSE for Pubco Class A-1 Common Stock and Pubco Warrants; pre-closing Purchaser securities remain on Nasdaq
• · Purchaser will domesticate from Cayman Islands to Delaware via continuation prior to Closing
• · Pubco board members must satisfy NYSE independence requirements instead of Nasdaq requirements
• · NYSE listing condition (Section 8.01(e)) excludes cases where conditional approval is withheld due to failure to meet the market value of publicly held securities requirement tied to Seller Contributions
• · Annex 3.03(a) capitalization table of the Company Disclosure Letter was replaced in full with an Amended Annex 3.03(a) deemed included as of June 8, 2026

23-10-2026

International Media Acquisition Corp. (IMAQW) made a $2,000 deposit (the "Extension Payment") into its trust account on October 23, 2026, extending the deadline to consummate an initial business combination by one month, from November 2, 2026 to December 2, 2026. The extension letter, dated October 22, 2026 and addressed to Continental Stock Transfer & Trust Company, describes this as the 23rd of 24 available extensions, indicating the company is near the limit of its extension rights under the trust agreement.

• · Extension Payment is authorized under Section 1(j) of the Investment Management Trust Agreement dated July 28, 2021, as amended several times
• · Only one extension period remains after this one out of 24 permitted, signaling limited runway before the business combination deadline must be met or the company faces other consequences
• · Filing references Exhibit 99.1 (Extension Letter) and Exhibit 104 (Cover Page iXBRL)
• · Company is a SPAC (blank-check company) with Delaware incorporation and Miami, FL principal executive offices as stated in the cover page

23-10-2026

1-800-Flowers.com completed the sale of its Personalization Businesses (Personalization Mall, Things Remembered, and Personalization Universe) to PlanetArt, LLC on October 19, 2026 for a $45.0 million base cash purchase price, subject to working capital and other adjustments. The company used approximately $21.65 million of net proceeds to prepay term loan principal, and the divested operations will be reported as discontinued operations. Pro forma results show the sale removes substantial revenue (about $146 million in FY2026, or roughly 9.7% of reported net revenues) while improving pro forma net loss, though pro forma operating loss and pro forma revenue both declined on a reported basis, so the transaction is primarily a portfolio and deleveraging move rather than an earnings driver.

• · Pro forma balance sheet total assets decline by $36.3M to $600.7M and total liabilities fall by $38.1M to $455.2M, with stockholders' equity rising $1.9M to $145.5M.
• · Pro forma balance sheet cash rises to $31.3M from $11.4M reported; $2.75M of purchase price is held in escrow and $2.5M of related cash sits in other assets pending future release.
• · Pro forma long-term debt, net falls to $91.0M from $112.2M, reflecting the $21.65M term loan prepayment and $0.4M financing cost write-off.
• · Pro forma FY2026 operating loss narrows to $107.5M from $127.1M, while FY2025 and FY2024 operating results show a pro forma operating loss of $153.5M and operating income of $12.8M, respectively.
• · Pro forma diluted EPS for FY2024 moves from a reported loss of $(0.09) to income of $0.10, with diluted weighted shares increasing to 64,950K due to the net income position.
• · The company allocated approximately 20% of historical goodwill impairment charges to the Personalization Businesses, shifting $6.9M out of FY2026 and $23.8M out of FY2025 on a pro forma basis.
• · Pro forma statements are illustrative only and are not necessarily indicative of future results; the sale was completed October 19, 2026, after the FY2026 10-K filed September 11, 2026.

23-10-2026

Melar Acquisition Corp. I (MACI/MACIU), a Cayman Islands SPAC, held an extraordinary general meeting on October 22, 2026, where shareholders approved all eight proposals, including the Business Combination with Everli Global Inc. (Nevada) and the related Charter, Nasdaq, incentive plan and insider letter amendment proposals. Holders of 3,852,564 Class A ordinary shares redeemed for pro rata trust funds, leaving approximately $0.8 million in the Trust Account. The combined company is expected to trade as Everli Global Holdings Inc. under tickers EVRL and EVRLW upon closing, which is expected promptly once remaining conditions are satisfied or waived.

• · Business Combination agreement dated July 30, 2025, amended October 2, 2025 and December 8, 2025
• · Proposal 2 (Domestication) and Proposal 5 (Director Election) were approved by the Class B shareholder with a single vote
• · Adjournment Proposal was not presented because sufficient votes were obtained
• · Post-closing tickers expected to be EVRL (Class A common stock) and EVRLW (warrants) on Nasdaq
• · Filing cautions that the deal could still terminate, faces possible litigation, and Everli may need additional financing

23-10-2026

Unusual Machines, Inc. (NYSE American: UMAC) announced the completion of its acquisition of DroneNX LLC, operating as Upgrade Energy, a U.S. manufacturer of high-performance drone batteries and power systems. The deal was originally announced May 11, 2026, and adds batteries to the company's portfolio of NDAA-compliant drone components. The filing provides no purchase price or financial results for the target, so the financial impact cannot be assessed from this document.

• · Unusual Machines began scaling battery production and hiring at Upgrade Energy's Torrance, California facility before closing
• · Company plans to establish battery pack operations in Orlando, Florida
• · Filing does not disclose the purchase price, consideration, or financial results of Upgrade Energy

23-10-2026

Black Hawk Acquisition Corporation (Nasdaq: BKHAU, BKHA, BKHAR), a Cayman Islands blank-check company, deposited $150,000 into its trust account on October 22, 2026 to extend the deadline for consummating its initial business combination by one month, from October 22, 2026 to November 22, 2026. The filing contains no information about a specific target company or a definitive business combination agreement.

• · The extension moves the business combination deadline from October 22, 2026 to November 22, 2026
• · Company is an emerging growth company incorporated in the Cayman Islands; securities trade on The Nasdaq Stock Market LLC
• · Units each consist of one ordinary share and one-fifth of one right

23-10-2026

Iris Acquisition Corp II, a Cayman Islands blank check company (IRAB-UN), entered into a promissory note dated October 20, 2026 with three Harraden Circle investment vehicles for up to $250,000 in working-capital financing. The note carries no interest, is repayable only upon consummation of a Business Combination (with a 150% or 250% Additional Return depending on timing), and is payable solely from funds held outside the Trust Account if the company liquidates or its deadline expires without a deal.

• · Drawdowns are capped at $250,000 in aggregate and may be requested until the earlier of December 31, 2027 or completion of a Business Combination.
• · Payee may refuse funding if an Event of Default is continuing, the drawdown period has expired, or the company has announced or resolved to liquidate.
• · Payee waives any claim to the Trust Account, and no individual officer, director, employee or shareholder is personally obligated under the note.
• · The note is governed by New York law and may be assigned by the Payee to its affiliates or managed funds without consent.

23-10-2026

Southport Acquisition Corp. II, a Cayman Islands SPAC, disclosed that on October 19, 2026 its sponsor forfeited 666,667 Class B ordinary shares after the underwriters waived the remaining portion of their over-allotment option. The forfeited shares were cancelled, following the October 2, 2026 IPO of 21,000,000 units at $10.00 per unit for gross proceeds of $210,000,000.

• · Sponsor originally held 7,666,667 Class B shares; up to 1,000,000 were subject to forfeiture, and 666,667 were forfeited, implying 333,333 of the at-risk shares were retained as the over-allotment exercise was only partial
• · Units trade on the NYSE under PORT.U, the Class A shares under PORT, and the warrants under PORT.W

23-10-2026

Ribbon Acquisition Corp. (RIBBR) deposited $125,000 into its trust account on October 23, 2026 to extend its deadline to consummate an initial business combination by one month, from October 15, 2026 to November 15, 2026. The filing is a routine SPAC extension notice and does not announce a definitive merger agreement or completed acquisition.

• · Original deadline to consummate initial business combination was October 15, 2026; extended to November 15, 2026
• · Registrant is a Cayman Islands blank check company (SIC 6770) headquartered in Tokyo, Japan, and an emerging growth company
• · Securities listed on Nasdaq: Class A Ordinary Shares (RIBB), Units (RIBBU), and Rights (RIBBR)

23-10-2026

Blue Acquisition Corp. (BACCU), a Cayman Islands SPAC, has filed a definitive proxy statement/prospectus for an extraordinary general meeting on November 17, 2026, to approve its business combination with Blockfusion USA, Inc. under Blockfusion Digital Infrastructure, Inc. (Pubco). The Merger Consideration is valued at $450.0 million, with the Minimum Cash Condition of $75.0 million already waived by Blockfusion, while the filing notes that no PIPE or other Financing Transactions have been identified or entered into, and that non-redeeming shareholders face dilution risk from potential sponsor working capital loans and Financing Transactions.

• · Extraordinary General Meeting scheduled for November 17, 2026 at 10:00 a.m. ET, virtual format with in-person option at Ellenoff Grossman & Schole LLP offices in New York
• · Business Combination Agreement signed November 19, 2025 and amended six times (March 19, May 6, June 30, July 31, September 2, and September 21, 2026)
• · Each Blue Class A Ordinary Share converts into one Pubco Class A Common Stock; each Blue Share Right (1/10 share) converts into one Pubco Class A Common Stock per right
• · Pubco Class B Common Stock carries identical economics to Class A but 20 votes per share, creating a high-voting structure for Blockfusion Class B holders
• · CoreWeave Conditional Warrant will be replaced by a new warrant to purchase Pubco Class A Common Stock
• · Non-redeeming shareholders may face material dilution from sponsor working capital loan conversions and any Financing Transactions
• · Blockfusion received material funding tied to a significant commercial agreement entered into in September 2026, which the filing says was a factor in the absence of PIPE financing

23-10-2026

ARC Group Securities Acquisition I, a British Virgin Islands special purpose acquisition company listed on Nasdaq, received a Nasdaq Listing Qualifications notice on October 20, 2026 stating its warrants no longer meet the Global Market continued listing requirement of at least $1 million aggregate market value under Rule 5452(b)(C). The company must submit a compliance plan by December 4, 2026, and if accepted could receive up to 180 days, until April 18, 2027, to regain compliance. The notice is a deficiency notification only, with no current effect on listing or trading, and the company's units, Class A shares and rights are not affected.

• · Deficiency notice received from Nasdaq Listing Qualifications Department on October 20, 2026
• · Compliance plan deadline is December 4, 2026
• · Potential compliance deadline, if plan accepted, is April 18, 2027
• · If Nasdaq rejects the plan, the company may appeal to a hearings panel
• · Notice affects only the warrants; units, Class A shares and rights are unaffected
• · No assurance the company will regain or maintain compliance

23-10-2026

Art Technology Acquisition Corp. (ARTC), a Cayman Islands blank check company (SPAC) based in Philadelphia, disclosed that director Walter T. Beach resigned from its board effective October 20, 2026. The filing states the resignation was not due to any disagreement with the Company on its operations, policies or practices. No replacement director, compensation arrangement, or transaction was disclosed in this filing.

• · Resignation was effective immediately as of October 20, 2026.
• · Filing explicitly states no disagreement with the Company on operations, policies or practices.
• · Company is an emerging growth company and a blank check/SPAC with units, Class A ordinary shares, and warrants listed on Nasdaq (ARTCU, ARTC, ARTCW).

23-10-2026

Arcosa, Inc. (ACA) filed an 8-K reporting a Material Agreement Termination (Item 1.02), an acquisition completion (Item 2.01), a notice regarding delisting or listing standards (Item 3.01), a material modification to security holder rights (Item 3.03), changes in control and officer/director changes (Items 5.01, 5.02, 5.03), and financial statements or exhibits (Item 9.01). The provided content consists only of Exhibit 3.1, the Second Amended and Restated Certificate of Incorporation, which contains no transaction amounts, percentages, or deal terms, so the specific economics of the termination and acquisition cannot be verified from this excerpt.

• · Charter sets total authorized capital at 100 shares of Common Stock, par value $0.01 per share, which is an unusually small authorization and likely reflects a wholly owned subsidiary or post-transaction structure, consistent with the Item 2.01 acquisition completion and Item 5.01 change in control
• · Corporation expressly opts out of DGCL Section 203 (business combination restrictions)
• · Directors exculpated from monetary damages for fiduciary duty breaches to the fullest extent permitted under Delaware law
• · Mandatory indemnification and advancement of expenses for directors and officers, with an undertaking to repay advances if indemnification is ultimately found unavailable
• · Registered agent is Corporation Service Company at 251 Little Falls Drive, Wilmington, Delaware 19808

23-10-2026

Bolt Biotherapeutics (Nasdaq: BOLT) announced its acquisition of Prana Therapies via a stock-for-stock sign-and-close reverse merger, alongside a concurrent private placement of $120 million in upfront gross proceeds (Series D non-voting convertible preferred stock), with up to an additional $60 million from accompanying warrants, expected to fund operations into 2028. Prana's lead asset, PRA-216 (IL-4Rα/TSLP bispecific), is in Phase 2 for asthma, COPD and atopic dermatitis, with patient data from all four trials expected from Q2 2027 through Q4 2027. The transaction is highly dilutive: pre-deal Bolt equity holders will own approximately 6.9% of common stock, versus 51.7% for Prana holders and 41.4% for private placement investors, and the Series D conversion requires a future stockholder vote.

• · Warrants expire on the earlier of 30 days after top-line Program 2 Phase 1 data disclosure or June 30, 2028
• · Series D conversion into common stock requires Bolt stockholder approval under Nasdaq rules; Bolt must hold a stockholder meeting for this vote
• · Private placement expected to close October 26, 2026; investor conference call on October 26, 2026 at 8:30 a.m. ET
• · Prana Phase 1 healthy volunteer data for PRA-216 presented as late-breaking abstract at 2026 ERS; showed pSTAT6, TARC, eosinophil, and IgE reductions and supports dosing every 8-12 weeks
• · Program 2 IL-31 bispecific first-in-human studies expected to begin in 2H 2027; two undisclosed programs to reach IND-enabling stage by 2H 2027
• · Acquisition and private placement closings were not subject to Bolt stockholder approval