Workflow
Business Combination
icon
Search documents
SunTx Capital Partners' Portfolio Company, Suncrete, to Pursue Listing on the New York Stock Exchange through a Proposed Business Combination with Haymaker Acquisition Corp. 4
Prnewswire· 2025-10-09 23:49
Core Viewpoint - SunTx Capital Partners and Haymaker Acquisition Corp. 4 announced a business combination that will lead to the public listing of Concrete Partners Holding, LLC (Suncrete) on the New York Stock Exchange, expected to close in Q1 2026 [1][3][6] Company Overview - Suncrete operates as a ready-mix concrete logistics and distribution platform, primarily in Oklahoma and Arkansas, with plans for expansion throughout the U.S. Sunbelt region [4][8] - The company has established high-quality concrete plants and tech-enabled mixer trucks, positioning itself as a mission-critical partner in the construction value chain [4][8] Financial Highlights - The pro forma enterprise value of the combined company (PubCo) is estimated at approximately $972.6 million, based on an estimated $11.37 in trust per share at the closing of the business combination [4][6] - Suncrete has secured commitments of $82.5 million from institutional investors through a common stock private placement to support its growth objectives [3][4] Growth Strategy - Suncrete aims to expand its market share through a combination of organic growth and strategic acquisitions, targeting the fragmented ready-mix concrete industry, which consists of over 3,000 concrete plants in the Sunbelt region [4][5] - The company is focused on serving infrastructure, commercial, and residential end markets, leveraging its operational expertise to maintain industry-leading profitability and cash conversion [4][5] Management Insights - The leadership team at Suncrete has achieved over 20% annual growth since its inception in 2008 by executing a scalable strategy of increasing local market share and entering new markets [3][5] - The partnership with Haymaker is viewed as a strategic advantage, providing a sophisticated and experienced collaboration to enhance growth potential [3][5] Transaction Details - The business combination has been approved by the boards of both companies and is subject to shareholder approval and customary closing conditions [6] - The transaction is expected to be completed in the first quarter of 2026, marking a significant milestone for Suncrete as it transitions to a publicly traded entity [6]
Signing Day Sports Reports Continued Progress Toward Business Combination with One Blockchain
Globenewswire· 2025-10-08 10:30
Core Insights - Signing Day Sports, Inc. is entering a Business Combination Agreement with One Blockchain LLC, which will result in both companies becoming subsidiaries of BlockchAIn Digital Infrastructure, Inc. [2][4] - The combined entity will continue One Blockchain's operations, which include a 40 MW Bitcoin mining facility in South Carolina and plans for a 150 MW facility in Texas by 2027 [2][6] - One Blockchain reported approximately $22.9 million in revenue and $5.7 million in net income for 2024 [2][6] Company Overview - Signing Day Sports aims to assist high school athletes in the recruitment process through its app, which allows athletes to create recruitment profiles with video-verified metrics and academic information [5] - One Blockchain focuses on developing and operating digital infrastructure for Bitcoin mining and high-performance computing [6] Business Combination Details - The closing of the business combination is anticipated in late Q4 2025 or early Q1 2026, contingent upon various conditions including SEC approval and stockholder consent [4] - A registration statement on Form S-4 has been submitted to the SEC, with revisions made in response to SEC comments [3]
Globalink Investment Inc. Announces Extension of the Deadline to Complete a Business Combination to November 9, 2025
Globenewswire· 2025-10-07 20:05
Core Points - Globalink Investment Inc. has extended the deadline to complete its initial business combination from October 9, 2025, to November 9, 2025, by depositing $0.15 per public share, totaling $10,890.15 into its trust account [1] - This extension marks the twenty-eighth extension since the company's initial public offering on December 9, 2021, and the fifth of up to six extensions allowed under its governing documents [1] Company Overview - Globalink is a special purpose acquisition company (SPAC) formed to effect a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses [2] - The company has no restrictions on the industry or geographic region for potential targets but intends to focus on the medical technology and green energy sectors in North America, Europe, Southeast Asia, and Asia (excluding China, Hong Kong, and Macau) [2]
AMAYA BIG SKY CAPITAL ANNOUNCES AMENDMENTS TO THE TERMS OF ITS PROPOSED QUALIFYING TRANSACTION
Globenewswire· 2025-10-02 20:52
Core Viewpoint - Amaya Big Sky Capital Corp. has amended its business combination agreement with Flight Food & Beverage Partners Inc. in connection with its proposed qualifying transaction, which includes changes to share consolidation and subdivision ratios, as well as leadership adjustments [1][2][4][5][7]. Summary of Key Points Transaction Details - The transaction will now proceed under an amended business combination agreement dated October 2, 2025 [2]. - Amaya will be renamed "Flight Beverage Partners Inc." upon closing of the transaction, instead of "Flight Food & Beverage Partners Inc." as previously planned [3]. Share Consolidation and Subdivision - Amaya will consolidate its shares at a ratio of one post-consolidation share for every 2.93505 pre-consolidation shares, a change from the original ratio of one for every 1.4675 [4]. - Flight will subdivide its shares at a ratio of 1.277778 post-subdivision shares for every one pre-subdivision share, compared to the original ratio of 1.5896 [5]. Financing and Capitalization - Flight is expected to complete a non-brokered private placement financing of at least 6,666,667 units at a price of $0.30 per unit, aiming for gross proceeds of no less than $2,000,000 [6]. - Following the transaction, approximately 28,666,667 Amaya Shares are anticipated to be issued, with former Amaya shareholders holding about 6.98% and former Flight shareholders holding approximately 69.77% of the resulting issuer shares [10]. Leadership Changes - Arne Gulstene will resign from Amaya's board and be replaced by Jordan Melville, who has extensive experience in food manufacturing and franchising [7]. - The new board will include Robert Meister as CEO, Dana Sissons as COO, and Patrick O'Flaherty as CFO, among others [8]. Conditions and Approvals - The transaction is subject to various conditions, including shareholder and regulatory approvals, and the completion of the concurrent financing [12][15].
EMX Announces Receipt of Interim Order and Filing and Delivery of Management Information Circular in Connection with its Special Meeting of Securityholders to Approve the Arrangement with Elemental Altus
Newsfile· 2025-10-02 12:00
Core Viewpoint - EMX Royalty Corporation has announced the receipt of an interim order and the filing of management information circular related to its special meeting for the arrangement with Elemental Altus Royalties Corp, with a focus on ensuring securityholders can participate in the voting process despite disruptions caused by the Canada Post strike [2][12][13]. Meeting and Arrangement Details - The special meeting for securityholders is scheduled for November 4, 2025, at 10:00 a.m. Vancouver time, where they will vote on the arrangement to approve Elemental Altus's acquisition of EMX shares at an exchange ratio of 0.2822 Elemental Altus shares for each EMX share [10][11]. - The interim order from the Supreme Court of British Columbia allows EMX to proceed with the meeting and related matters, with a final court order expected to be applied for on November 7, 2025 [12]. Communication and Voting Process - Due to the Canada Post strike, EMX has implemented alternative measures for delivering meeting materials, including online and telephone voting options, to ensure securityholders can participate without incurring costs [3][4][5][6]. - Securityholders are encouraged to vote online or by telephone, with a proxy voting deadline set for October 31, 2025, at 10:00 a.m. Vancouver time [16]. Strategic Rationale for the Arrangement - The arrangement aims to create a leading revenue-generating royalty company with combined revenue guidance of US$70 million in 2025 and analyst consensus revenue of US$80 million in 2026, highlighting strong growth visibility [13]. - The merger is expected to result in a larger, well-capitalized entity with a lower cost of capital, enhancing the ability to pursue further royalty opportunities [13]. - The boards of directors of both companies have unanimously recommended support for the arrangement, which includes a 21.5% premium based on the 20-day volume-weighted average price as of September 4, 2025 [13].
Calisa Acquisition Corp(ALISU) - Prospectus(update)
2025-10-01 20:00
As filed with the Securities and Exchange Commission on October 1, 2025 Registration No. 333-280565 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Calisa Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification N ...
Voyageur Mineral Explorers Corp. and Evolve Strategic Element Royalties Ltd. Announce Completion of Upsized $37.5 Million Brokered Offering
Globenewswire· 2025-10-01 15:06
Core Points - Voyageur Mineral Explorers Corp. and Evolve Strategic Element Royalties Ltd. have completed a private placement of 46,875,000 subscription receipts at a price of $0.80 each, raising gross proceeds of $37.5 million [1][2] Group 1: Offering Details - The gross proceeds will be held in escrow until certain conditions are met, including the completion of the proposed business combination between Voyageur and Evolve [2] - Each subscription receipt will convert into one common share of Evolve upon satisfaction of escrow release conditions within 90 days following the closing date of the offering [3] - The net proceeds from the offering are intended for new growth investments and general corporate purposes of the resulting issuer after the business combination [4] Group 2: Agents and Commissions - The offering was completed under an agency agreement with Canaccord Genuity Corp. and Stifel Nicolaus Canada Inc. as co-lead agents, along with several other financial institutions [5] - A cash commission of 6.0% of the gross proceeds is payable to the agents, reduced to 3.0% for certain subscribers, with half of the commission held in escrow pending the satisfaction of escrow release conditions [5] Group 3: Company Profiles - Evolve is a private strategic metals royalty company focused on securing premium assets in the low-carbon and digital economy [6] - Evolve's royalty portfolio includes interests in various mining operations, such as a 0.51% net profit interest in Teck Resources' Highland Valley Copper Operation and a 2% NSR royalty on the Sal de Los Angeles Lithium Brine Project [7] - Voyageur is a Canadian junior mineral exploration company with a focus on mineral properties in Northwest Manitoba and Northeast Saskatchewan, owning royalties in the Flin Flon greenstone belt [8]
American Exceptionalism Acquisition Corp. A Announces Pricing of Upsized $300,000,000 Initial Public Offering
Prnewswire· 2025-09-25 22:05
Company Overview - American Exceptionalism Acquisition Corp. A has priced its upsized initial public offering (IPO) of 30,000,000 Class A ordinary shares at $10.00 per share, with shares set to trade on the NYSE under the ticker symbol "AEXA" starting September 26, 2025 [1] - The company is led by Chamath Palihapitiya, founder and Managing Partner of Social Capital, and aims to engage in mergers, amalgamations, share exchanges, asset acquisitions, and similar business combinations with businesses in the energy production, artificial intelligence, decentralized finance, and defense sectors [2] Offering Details - Santander is acting as the sole book-running manager for the IPO, and the company has granted underwriters a 45-day option to purchase an additional 4,500,000 Class A ordinary shares at the IPO price to cover over-allotments [3] - The offering is being conducted solely through a prospectus, which will be available for free from the SEC website or through Santander US Capital Markets LLC [4] Regulatory Information - The registration statement for the securities became effective on September 25, 2025, and the press release does not constitute an offer to sell or solicit an offer to buy these securities in any jurisdiction where such actions would be unlawful prior to registration [4]
Terra Innovatum and GSR III Acquisition Corp. Announce $37.5 Million Equity Financing in Connection with Business Combination
Globenewswire· 2025-09-25 12:00
Core Viewpoint - Terra Innovatum Srl has secured $37.5 million in financing for its business combination with GSR III Acquisition Corp, which is expected to facilitate its entry into public markets and support the commercialization of its SOLO™ micro-modular reactor technology [1][2]. Financing Details - The financing includes approximately $32 million from a private investment in public equity (PIPE) led by Segra Capital Management and $5.5 million from a funded bridge facility that will convert to common equity upon closing [1][5]. - The PIPE investment is viewed as a strong endorsement of Terra Innovatum's technology and commercialization strategy [2]. Business Combination - An extraordinary general meeting of GSR III Acquisition Corp shareholders is scheduled for October 7, 2025, to approve the business combination with Terra Innovatum [2][3]. - If approved, the combined company will operate under the name Terra Innovatum and its shares are expected to trade on Nasdaq under the ticker symbol "NKLR" [5]. SOLO™ Micro-Modular Reactor - Terra Innovatum aims to make nuclear power accessible through its SOLO™ micro-modular reactor, which is designed to provide scalable, affordable, and deployable energy solutions [6][7]. - The SOLO™ reactor is engineered to address global energy shortages and is expected to be available globally within the next three years [8][9]. - It offers versatile applications, including CO2-free power solutions for various sectors such as data centers, remote towns, and industrial operations [10]. Strategic Goals - The proceeds from the financing will be utilized to support the licensing and construction of the SOLO™ reactor, furthering the company's mission to create lasting value for shareholders and communities [2][8]. - The reactor is designed to adapt to evolving fuel options and aims to replace fossil fuel-based thermal plants with a minimal footprint [9][10].
ESSA Pharma Inc. Amends Agreement with XenoTherapeutics
Prnewswire· 2025-09-24 10:00
Core Points - ESSA Pharma Inc. has amended its Business Combination Agreement with XenoTherapeutics Inc., resulting in revised cash distributions for shareholders [1][2] - Shareholders are now expected to receive approximately $0.12 per share in cash, plus a contingent value right (CVR) that could yield up to $0.14 per share, totaling potential distributions of approximately $6.7 million depending on certain liabilities [2][3] - The special meeting for shareholders has been adjourned to October 3, 2025, to allow time for consideration of the amended agreement [4][5][6] Financial Details - The initial cash distribution to shareholders was approximately $1.69 per share, which was lower than the previously estimated $1.91 per share [2][3] - The CVR represents a right to receive additional payments based on the outcome of certain contingent liabilities, potentially increasing total shareholder returns [2] Legal and Procedural Updates - ESSA intends to apply to the Supreme Court of British Columbia to amend the interim order related to the special meeting and set new deadlines for dissent notices and court hearings [4] - Supplemental proxy materials reflecting the revised terms will be filed by ESSA in due course [7] Advisory Information - Leerink Partners is serving as the exclusive financial advisor to ESSA, with legal counsel provided by Blake, Cassels & Graydon LLP and Skadden, Arps, Slate, Meagher & Flom LLP [8]