Business Combination

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Mount Logan Capital Inc. Begins Trading on Nasdaq Under “MLCI”
Globenewswire· 2025-09-17 12:30
Trading commenced on the Nasdaq Capital Market September 15, following the September 12 closing of the Business CombinationNEW YORK, Sept. 17, 2025 (GLOBE NEWSWIRE) -- Mount Logan Capital Inc. (Nasdaq: MLCI) (“Mount Logan” or the “Company”) is pleased to announce that its common stock began trading on the Nasdaq Capital Market on Monday, September 15, 2025, under the ticker symbol “MLCI.” The start of trading follows the successful closing of Mount Logan’s strategic, all-stock Business Combination with 180 ...
Volato Group and M2i Global Reach a Key Step Forward in its Merger Plans with Initial Filing of Confidential S-4 Registration Statement
Globenewswire· 2025-09-17 12:00
Core Viewpoint - The proposed business combination between Volato Group, Inc. and M2i Global, Inc. aims to enhance U.S. mineral independence and create a diversified industrial platform that serves critical sectors for economic growth and national security [1][2]. Company Overview - Volato Group, Inc. is a technology-driven private aviation company that focuses on innovative aviation software and on-demand flight access, utilizing its proprietary Mission Control software to enhance operational efficiency [4]. - M2i Global, Inc. specializes in developing a complete global value supply chain for critical minerals, aiming to establish a Strategic Mineral Reserve in partnership with the U.S. Federal Government to address the global shortage of essential minerals [5]. Business Combination Details - The business combination will leverage Volato's technology capabilities alongside M2i Global's critical mineral strategy, positioning the new entity to serve sectors such as advanced technologies and infrastructure [2]. - The Boards of Directors of both companies support the transaction and recommend shareholder approval, with no cash payment required from Volato to M2i Global or its security holders [3].
ESH Acquisition Corp. and The Original Fit Factory, Ltd. Announce the Execution of a Business Combination Agreement
Globenewswire· 2025-09-16 00:14
Core Viewpoint - The proposed business combination between ESH Acquisition Corp. and The Original Fit Factory, Ltd. aims to create a public company focused on health and wellness digital platforms, connected devices, and premium fitness studios, with an implied pro-forma equity value of $500 million for The Original Fit Factory [1][3][5]. Transaction Overview - The business combination agreement will result in The Original Fit Factory becoming a wholly-owned subsidiary of TOFF Holdings, which will be renamed "The Original Fit Factory, Inc." [5][6]. - Upon closing, former security holders of The Original Fit Factory will receive newly issued shares of common stock in TOFF Holdings, valued based on the $500 million equity valuation [3][5]. - The transaction is expected to provide necessary financing for The Original Fit Factory's global growth strategy [3]. Company Vision and Strategy - The Original Fit Factory aims to disrupt the online fitness and wearables market globally, leveraging its innovative platform and strategic partnerships, such as with Reebok Fitness [4][10]. - The company has demonstrated strong growth over the past three years, establishing a thriving ecosystem of products and services in technology, fitness, and wellbeing [10]. Approval and Timeline - The boards of directors of both ESH and The Original Fit Factory have unanimously approved the transaction, which is subject to ESH's stockholder approval and other customary closing conditions [6]. - The transaction is anticipated to close by the end of the first quarter of 2026 [6].
Artis Real Estate Investment Trust (AX.UN:CA) Discusses on Artis and RFA Combine to Form
Seeking Alpha· 2025-09-15 17:22
PresentationLadies and gentlemen, thank you for standing by, and welcome to today's conference call. I would now like to turn the conference over to Heather Nikkel, Senior Vice President of Investor Relations of Artis REIT. Please go ahead, Heather.Heather NikkelSenior Vice President of Investor Relations & Sustainability Thank you, operator, and good morning, everyone. Thank you for taking the time to join the call this morning. Today, we are very excited to walk you through the transformative business com ...
Kodiak and Ares Acquisition Corporation II Announce $145 Million Investment to Support Proposed Business Combination
Businesswire· 2025-09-15 12:30
Core Points - Kodiak Robotics, Inc. is a leading provider of AI-powered autonomous vehicle technology [1] - Ares Acquisition Corporation II (AACT) is a publicly traded special purpose acquisition company [1] - A $145 million PIPE commitment has been announced, involving convertible preferred stock and common stock warrants to AACT from institutional accredited investors [1] - This funding is intended to support the previously announced proposed business combination between Kodiak Robotics and AACT [1]
Mount Logan Capital Inc. and 180 Degree Capital Corp. Close Strategic Business Combination
Globenewswire· 2025-09-12 19:15
Core Points - The merger between Mount Logan Capital Inc. and 180 Degree Capital Corp. has successfully closed, creating a new entity expected to trade on NASDAQ under the symbol "MLCI" starting September 15, 2025 [1][2] - The closing merger value is approximately US$122.7 million, translating to a price per share of US$9.43 for MLCI [1][2] - Shareholders of Mount Logan and 180 Degree Capital will own approximately 56.4% and 43.6% of the combined company, respectively, with around 13 million shares of New Mount Logan common stock outstanding post-merger [1][2] Company Overview - New Mount Logan will focus on alternative asset management and insurance solutions, particularly in public and private debt securities in the North American market [5] - The company will also engage in the reinsurance of annuity products through its subsidiaries, Mount Logan Management LLC and Ability Insurance Company [5][6] - Mount Logan Management provides investment management services to various investment funds and acts as a collateral manager for collateralized loan obligations [6] Future Plans - New Mount Logan plans to launch a tender offer for up to US$15 million of its shares at a price per share equal to the implied closing price of US$9.43, with additional stock repurchases expected to total US$25 million over the next 24 months [2] - The liquidity programs will be conducted through various methods, including open market purchases and privately negotiated transactions [2]
Voyageur Mineral Explorers Corp. and Evolve Strategic Element Royalties Ltd. Announce $20 Million Financing
Globenewswire· 2025-09-03 14:00
Core Viewpoint - Voyageur Mineral Explorers Corp. and Evolve Strategic Element Royalties Inc. are moving forward with a proposed business combination and Evolve plans to raise approximately $20 million through a private placement of subscription receipts [2][3][6] Group 1: Business Combination Details - Evolve intends to complete a private placement of subscription receipts for gross proceeds of approximately $20 million, with existing shareholders and management planning to subscribe for up to $9 million [2][3] - The subscription receipts will be offered at a price of $0.80 each, and the offering will be conducted on a "best efforts" private placement basis [3] - Upon closing, the gross proceeds will be held in escrow until certain conditions are met, including approval from the Canadian Securities Exchange [5][6] Group 2: Share Exchange and Consolidation - Each subscription receipt will automatically convert into one common share of Evolve upon meeting escrow release conditions, with a subsequent exchange for common shares of Voyageur based on an exchange ratio of 0.285 [5] - If the consolidation of Voyageur's common shares is not completed prior to the business combination, the exchange ratio will be adjusted to 1.14 common shares of the resulting issuer for each subscription receipt share [5] Group 3: Use of Proceeds - The net proceeds from the Evolve offering will be utilized for new growth investments, working capital, and general corporate purposes [6] Group 4: Company Profiles - Evolve is a strategic metals royalty company focused on securing premium assets in the low-carbon and digital economy, with a royalty portfolio that includes interests in Teck Resources and Hudbay Minerals [7] - Voyageur is a junior mineral exploration company with a focus on properties in Northwest Manitoba and Northeast Saskatchewan, holding royalties in the Flin Flon greenstone belt [8]
Mount Logan Capital Inc. Shareholders Approve Previously Announced Business Combination with 180 Degree Capital Corp.
Globenewswire· 2025-08-29 17:42
Core Points - The shareholders of Mount Logan Capital Inc. have approved the resolutions necessary for the business combination with 180 Degree Capital Corp, which will create a new publicly traded company listed on the Nasdaq Capital Market [1][2] - The business combination is expected to be completed in September 2025, pending customary closing conditions, including a final order from the Ontario Superior Court of Justice [1][7] Voting Results - A total of 47,735,772 votes were represented at the special meeting, accounting for approximately 81.79% of the issued and outstanding shares [2] - The Arrangement Resolution received 99.90% approval, with 47,685,744 votes in favor and 50,028 against [3][4] - The Merger Resolution also received 99.90% approval, with 47,685,746 votes in favor and 50,026 against [5] - The Merger Minority Vote had 99.89% approval, with 45,622,088 votes in favor and 50,026 against [6] - The 2025 Omnibus Plan Resolution received 95.03% approval, with 45,363,756 votes in favor and 2,372,016 against [7] Company Background - Mount Logan Capital Inc. focuses on alternative asset management and insurance solutions, primarily in public and private debt securities in the North American market [10] - The company also engages in the reinsurance of annuity products through its subsidiaries, Mount Logan Management LLC and Ability Insurance Company [10][11]
Voyageur Mineral Explorers Corp. and Evolve Strategic Element Royalties Ltd. Enter into Definitive Agreement to Complete Reverse Take-Over
Globenewswire· 2025-08-27 11:00
Core Viewpoint - Voyageur Mineral Explorers Corp. is set to acquire Evolve Strategic Element Royalties Inc. through a statutory three-cornered amalgamation, which will enhance its position in the copper royalty sector and provide immediate cash flow and growth opportunities [1][5][10]. Transaction Details - The acquisition will involve Voyageur consolidating its shares on a 1-for-4 basis and changing its name to "Evolve Royalties Ltd." [3] - The transaction implies a purchase price of C$0.80 per Evolve Share, totaling approximately C$70.3 million, representing a 7% premium to Voyageur's 35-day volume-weighted average price [10]. - Upon completion, the Resulting Issuer is expected to have approximately 33,170,070 common shares outstanding, with 24.5% held by Voyageur shareholders and 75.5% by former Evolve shareholders [11]. Strategic Rationale - The merger is expected to create a stronger, diversified leader in copper mining royalties, enhancing growth potential and shareholder value [6]. - Evolve's portfolio includes royalties on two of Canada's largest copper mines and exposure to McIlvenna Bay, anticipated to be a major copper producer [5][9]. Leadership and Governance - The executive team of the Resulting Issuer will include Joseph de la Plante as CEO, with a strong background in building royalty businesses and capital raising [18][19][20]. - The board of directors will consist of key figures from both companies, ensuring continuity and strategic alignment [23][24]. Shareholder Support - The transaction has received unanimous approval from the boards of both companies, with significant shareholder support agreements in place [14][17]. - Shareholder meetings will be held to seek necessary approvals for the amalgamation and related matters [13]. Future Outlook - The Resulting Issuer aims to leverage its enhanced market presence and access to capital to pursue further growth opportunities in the copper sector [9]. - The completion of the transaction is expected in the fourth quarter of 2025, subject to regulatory approvals [27].
Cartiga to Go Public as a Leading Litigation Finance Asset Management Platform via Business Combination with Alchemy Investments Acquisition Corp 1
Prnewswire· 2025-08-25 20:30
Company Overview - Alchemy Investments Acquisition Corp 1 ("Alchemy") is a publicly traded special purpose acquisition company (SPAC) focused on completing business combinations with companies that process, analyze, and utilize data [6] - Cartiga, LLC ("Cartiga") is a leading data-driven asset management platform specializing in investing in legal claims and law firms, leveraging proprietary data and advanced analytics [4] Transaction Details - Alchemy has entered into a definitive business combination agreement with Cartiga, which aims to enhance Cartiga's growth and strategic acquisition opportunities [1] - The proposed business combination is designed to leverage Cartiga's 20+ year investment track record and proprietary database of over 250,000 litigation-linked asset fundings [9] Market Opportunity - The legal services sector is valued at over $300 billion, representing approximately 1.4% of GDP, and has been historically underpenetrated by traditional capital sources [3] - Cartiga has deployed more than $1.6 billion in legal sector investments, participating in matters generating over $20 billion in estimated settlement values [4] Leadership Insights - Alchemy's Co-CEO, Mattia Tomba, emphasized the potential for Cartiga to capitalize on growing opportunities in the legal services sector [3] - Cartiga's CEO, Sam Wathen, noted that accessing public markets will allow the company to accelerate growth and expand its product offerings [3]