Summary of MRC Global and DNOW Merger Conference Call Company and Industry Overview - **Companies Involved**: MRC Global (MRC) and DNOW - **Industry**: Energy and Industrial Solutions Key Points and Arguments 1. **Merger Announcement**: The merger between DNOW and MRC Global is described as a transformational combination aimed at creating a premier energy and industrial solutions provider, enhancing long-term sustainable growth and shareholder value [4][5][6] 2. **Transaction Structure**: The merger is structured as an all-stock transaction with an enterprise value of approximately $3 billion. MRC Global shareholders will receive 0.9489 shares of DNOW common stock for each share of MRC Global common stock [7][8] 3. **Ownership Post-Merger**: Upon closing, DNOW and MRC Global shareholders will own approximately 56.5% of the combined company on a fully diluted basis [7] 4. **Expected Synergies**: The merger is expected to generate annual run rate pretax synergies of $70 million within three years, primarily from public company costs, corporate and IT systems, and operational efficiencies [7][23] 5. **Financial Strength**: The combined company anticipates starting with revenues of approximately $5.3 billion and expects the transaction to be accretive to adjusted EPS in the first year following the close [13][22] 6. **Geographic and Product Expansion**: The merger will enhance the geographic footprint and product offerings, allowing the combined company to serve customers globally across more than 350 service and distribution locations [14][15] 7. **Customer-Centric Approach**: Both companies emphasize a customer-first mindset, aiming to leverage their combined strengths to better serve existing customers and attract new ones [29][30] 8. **Capital Structure and Liquidity**: The combined entity will have over $200 million in cash and a $500 million revolving credit facility, with additional commitments to expand the credit facility by $250 million at the close of the merger [8][27] 9. **Integration Strategy**: The focus will be on retaining top talent and driving revenue growth through cross-selling opportunities, with branch network efficiencies evaluated as integration progresses [58][60] Additional Important Content 1. **Regulatory Approval**: The companies do not anticipate regulatory issues, believing the merger will enhance customer choice and service capabilities [49] 2. **Cost Savings**: The expected cost savings will come from systems consolidation, distribution network optimization, and operational efficiencies, although specific integration costs have not yet been estimated [23][50] 3. **Long-Term Value Creation**: The merger is positioned to create long-term value through disciplined capital allocation, including organic growth investments, share repurchases, and potential future M&A [58][27] 4. **Market Opportunities**: The combined company aims to penetrate growing sectors such as alternative energy, artificial intelligence infrastructure, and mining, leveraging each company's strengths [20][19] This summary encapsulates the key points discussed during the conference call regarding the merger between MRC Global and DNOW, highlighting the strategic rationale, expected benefits, and future outlook for the combined entity.

As filed with the Securities and Exchange Commission on June 23, 2025 Registration No. 333-284331 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________ Amendment No. 2 Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________________ IRON HORSE ACQUISITIONS CORP. II (Exact name of registrant as specified in its charter) ____________________ | Delaware | 6770 | 33-2152065 | | --- | --- | --- | | (State or other jurisdiction of | (Primary Standard Ind ...

Core Points - The Extraordinary General Meeting of Eureka Acquisition Corp has been postponed from June 25, 2025, to June 30, 2025, to allow more time for shareholder engagement [1] - The meeting will consider a proposal to amend the Company's charter to extend the deadline for completing a business combination to July 3, 2026, with the option to extend up to twelve times, each by one month [2] - The record date for shareholders entitled to vote remains May 23, 2025, and shareholders can vote even if they have sold their shares after this date [3] Summary of Key Information - The deadline for redemption requests from shareholders has been extended to June 26, 2025, due to the postponement [4] - There are no changes to the location, record date, or other proposals for the Extraordinary General Meeting [5] - Eureka Acquisition Corp is a blank check company, also known as a SPAC, aimed at effecting business combinations [6]

Core Viewpoint - 180 Degree Capital Corp. is holding a special meeting on August 18, 2025, to elect directors, following a shareholder demand request submitted on June 17, 2025, instead of an annual meeting [1][2] Group 1: Special Meeting and Shareholder Engagement - The Board of Directors has set a record date of July 18, 2025, for the special meeting and is verifying the shareholding percentage of the demanding shareholders [2] - The company aims to minimize expenses and maximize net asset value ahead of its proposed merger with Mount Logan Capital Inc. [3] - The CEO emphasizes the importance of constructive conversations with shareholders and expresses appreciation for the support received for the Business Combination [3] Group 2: Business Combination with Mount Logan - The proposed merger with Mount Logan is an all-stock transaction, which is expected to enhance the capital structure and provide comprehensive solutions for small-cap companies [3] - The company believes that the Business Combination will create substantial value for shareholders and views the net asset value per share as a potential floor for future value creation [3] - Progress is being made in the SEC review process required for the Business Combination, with an amended preliminary joint proxy statement filed on June 12, 2025 [3] Group 3: Company Overview - 180 Degree Capital Corp. is a publicly traded closed-end fund focused on investing in undervalued small publicly traded companies, aiming for significant turnarounds through constructive activism [4]

Core Insights - ProCap BTC, LLC, a bitcoin-native financial services firm, is merging with Columbus Circle Capital Corp. I, a SPAC, to form ProCap Financial, Inc. [1][6] - The combined entity will have up to $1 billion in bitcoin on its balance sheet, with a record fundraising of $516.5 million in equity and $235 million in convertible notes [2][6] - ProCap Financial aims to bridge the gap between bitcoin and traditional finance, leveraging its bitcoin holdings to generate revenue [4][5] Company Overview - ProCap BTC, LLC is founded by Anthony Pompliano, a prominent figure in the bitcoin space, who has invested in over 300 private companies [16] - ProCap Financial will focus on providing financial services tailored to the needs of institutional investors and large financial institutions [16] - The leadership of ProCap Financial will include Anthony Pompliano, who is recognized for his innovative investment strategies in the bitcoin ecosystem [5][16] Financial Details - The business combination will result in ProCap Financial being publicly listed, with the total expected funds for bitcoin purchases reaching up to $1 billion [2][6] - The financing structure includes a $516.5 million preferred equity raise and $235 million in senior secured convertible notes, marking the largest initial fundraise for a public bitcoin treasury company [2][9] - The convertible notes will have a 130% conversion rate, zero interest, and a maturity of up to 36 months, secured by cash and bitcoin [9] Strategic Goals - ProCap Financial intends to utilize its bitcoin balance sheet to implement various revenue-generating strategies [4][8] - The company aims to develop risk-mitigated solutions to meet the growing demand for bitcoin-native financial services among sophisticated investors [5][8] - The leadership emphasizes the transformative potential of bitcoin in disrupting the legacy financial system [5]

Core Viewpoint - Equinox Gold Corp. has successfully completed the acquisition of Calibre Mining Corp., creating a diversified gold producer focused on the Americas with significant growth potential [1][2]. Company Overview - The merger has resulted in a company with a portfolio of mines across five countries, highlighted by two major Canadian gold mines: Greenstone Gold Mine in Ontario and Valentine Gold Mine in Newfoundland & Labrador [2]. - Valentine Gold Mine is nearing completion, with first gold production expected by the end of Q3 2025 [2]. - With both Greenstone and Valentine operating at full capacity, Equinox Gold is positioned to become the second largest gold producer in Canada [2]. Leadership Changes - The Board of Directors of Equinox Gold has seen new appointments from Calibre, including Blayne Johnson, Doug Forster, Omaya Elguindi, and Mike Vint, while retaining several existing directors [4]. - The leadership team will include Greg Smith as CEO, Darren Hall as President and COO, and Peter Hardie as CFO [4]. Strategic Importance - The merger is described as transformative, combining the strengths of both companies to enhance production capabilities and long-term value for shareholders [5]. - Equinox Gold plans to delist Calibre shares from the Toronto Stock Exchange and cease its public reporting requirements [5]. Shareholder Information - Calibre shareholders will automatically receive Equinox Gold shares in their trading accounts within two weeks of the merger closing [6]. - Shareholders with physical certificates must submit a Letter of Transmittal to receive their Equinox Gold shares [6]. Advisory Roles - BMO Capital Markets and GenCap Mining Advisory served as financial advisors to Equinox Gold, while multiple firms provided advisory services to Calibre [7].

Core Viewpoint - ESGL Holdings Limited has received shareholder approval for its business combination with De Tomaso Automobili, aiming to enhance growth opportunities and shareholder value [1][2][3]. Group 1: Shareholder Approval - All proposals related to the business combination were approved by ESGL shareholders during the Extraordinary General Meeting held on June 10, 2025 [2]. - The proposals included the expansion of authorized share capital, potential share consolidation, a proposed name change, adoption of a revised charter, and authority to adjourn the meeting for maximum shareholder support [8]. Group 2: Strategic Implications - The Chairman and CEO of ESGL expressed confidence that the transaction will unlock new growth opportunities and expand the company's presence across various industries and markets [3]. - The company is actively working with Nasdaq to complete the listing review process and fulfill remaining closing conditions [3]. Group 3: Next Steps - The completion of the business combination is still subject to Nasdaq's approval and other customary closing conditions [2][3]. - Further updates will be provided as material developments occur [4].

Core Viewpoint - 180 Degree Capital Corp. is progressing with its proposed all-stock merger with Mount Logan Capital Inc., with the expectation that the new entity will operate as New Mount Logan and be listed on Nasdaq under the symbol "MLCI" [1][2][3] Group 1: Merger Details - An amended preliminary joint proxy statement/prospectus was filed with the SEC on June 12, 2025, regarding the merger [1] - The valuation of Mount Logan at the time of signing was approximately $67.4 million, with 180 Degree Capital shareholders receiving ownership in New Mount Logan based on 180 Degree Capital's net asset value at closing [1] - The SEC review process is ongoing, and the company aims to set record and meeting dates for a special meeting to seek shareholder approval during the third quarter of 2025 [2][3] Group 2: Shareholder Engagement - Approximately 14% of non-insider shareholders have signed voting agreements or provided non-binding indications of support for the merger [3] - The company appreciates the engagement from shareholders and is committed to addressing their questions and comments [3] Group 3: Company Background - 180 Degree Capital Corp. is a publicly traded registered closed-end fund focused on investing in undervalued small publicly traded companies, aiming for significant turnarounds through constructive activism [4]

Group 1 - The Company, Inflection Point Acquisition Corp. III, completed its initial public offering of 25,300,000 units on April 28, 2025, which includes 3,300,000 units from the underwriters' overallotment option [1] - Holders of the units will be able to separately trade Class A ordinary shares and rights starting on or about June 16, 2025, with the respective trading symbols being "IPCX" for Class A ordinary shares and "IPCXR" for rights [1] - The Company is led by a management team including Chairman and CEO Michael Blitzer, CFO Peter Ondishin, and COO Kevin Shannon [2] Group 2 - The Company intends to pursue a business combination with a North American or European business in disruptive growth sectors, but may consider opportunities in any industry or geographic region [2][5] - A registration statement for the securities was declared effective on April 24, 2025, in accordance with the Securities Act of 1933 [3]

As filed with the U.S. Securities and Exchange Commission on June 10, 2025. Registration No. 333-287281 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Blue Acquisition Corp. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Cayman Islands 6770 98-1855000 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identi ...