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Entheon Announces Execution of Business Combination Agreement with Nutravisor
TMX Newsfile· 2026-01-19 22:28
Core Viewpoint - Entheon Biomedical Corp. has entered into a definitive business combination agreement with Nutravisor Inc., which will result in a reverse takeover of Entheon by Nutravisor and a name change to "STRYK Brands Inc." upon closing of the transaction [1][2][6]. Business Combination Agreement - The business combination will be structured as a "three-cornered amalgamation" involving Entheon, a wholly-owned subsidiary (Subco), and Nutravisor [5]. - The transaction values Nutravisor at a deemed value of $40 million, leading to the issuance of approximately 53,333,333 post-consolidation Entheon Shares to Nutravisor shareholders [5]. - Each Nutravisor shareholder will receive 4.2395 post-consolidation Entheon Shares for each Nutravisor Share held, based on the agreed exchange ratio [5][6]. Financing and Share Consolidation - Nutravisor plans to complete equity financings for gross proceeds of not less than $4 million and up to $10 million [5]. - Entheon will consolidate its shares on a basis of one post-consolidation share for every 6.93 pre-consolidation shares [5]. Regulatory and Approval Process - The completion of the proposed transaction is subject to various conditions, including obtaining conditional approval to list the resulting issuer's shares on the Canadian Securities Exchange (CSE) [3][6]. - Entheon will file a Form 2A Listing Statement with the CSE as part of the process [3]. Shareholder Meeting - An annual general and special meeting of Entheon shareholders will be held to approve the proposed transaction, with the meeting anticipated in March 2026 [10][11]. Management of Resulting Issuer - The board of directors and executive team of the resulting issuer will include a minimum of three directors, with Max Krangle as Chief Executive Officer [12].
Glass Lewis Recommends New Gold Shareholders Vote "FOR" the Plan of Arrangement with Coeur Mining
Prnewswire· 2026-01-19 22:15
Core Viewpoint - New Gold Inc. is set to undergo a significant transaction where Coeur Mining, Inc. will acquire all outstanding shares of New Gold, with independent proxy advisory firms recommending shareholders vote in favor of the deal [1][3]. Transaction Details - Under the terms of the transaction, New Gold shareholders will receive 0.4959 shares of Coeur common stock for each New Gold common share held, resulting in Coeur and New Gold shareholders owning approximately 62% and 38% of the combined company, respectively [2]. - The transaction is scheduled for approval at a Special Meeting of New Gold shareholders on January 27, 2026 [1][4]. Strategic Rationale - The transaction is viewed as strategically sound, combining two precious metals mining companies to create a larger entity with increased production, market capitalization, and significant combined EBITDA and cash flow [3]. - The combined company is expected to have a strong cash flow profile, allowing for reinvestment in organic growth opportunities and enhanced trading liquidity, potentially leading to inclusion in major U.S. indexes [3]. - New Gold shareholders are expected to receive a market premium of approximately 16% and gain exposure to Coeur's portfolio of mines [3]. Voting Information - New Gold shareholders are reminded to vote by the deadline of January 23, 2026, at 11:00 a.m. (Eastern Time) [4][6]. - The meeting will be held both in person and virtually, with details provided for accessing the meeting [4][5]. Company Background - New Gold is a Canadian-focused intermediate mining company with two core producing assets: the New Afton copper-gold mine and the Rainy River gold mine [8]. - The company's vision is to be the most valued intermediate gold and copper producer through profitable and responsible mining [8].
Silicon Valley Acquisition Corp. Announces Closing of Over-Allotment Option in Connection with Its Initial Public Offering
Globenewswire· 2026-01-08 13:00
Group 1 - The Company, Silicon Valley Acquisition Corp., completed the sale of 1,500,000 additional units at $10.00 per unit, raising an additional $15,000,000 in gross proceeds, bringing the total units issued in the initial public offering to 21,500,000 with a total offering price of $215,000,000 [1] - Each unit consists of one Class A ordinary share and one-half of one redeemable public warrant, with each whole warrant allowing the purchase of one Class A ordinary share at a price of $11.50 [2] - The Company was established to pursue business combinations across various sectors, focusing on fintech, crypto/digital assets, AI-driven infrastructure, energy transition, auto/mobility, technology, consumer, healthcare, and mining industries [3] Group 2 - Clear Street LLC served as the sole book-running manager for the public offering, which was conducted solely through a prospectus [4] - A registration statement for the securities was declared effective on December 22, 2025 [5]
Soulpower Acquisition Corporation (NYSE:SOUL) and SWB Holdings Announce Confidential Filing of Draft Registration Statement on Form S-4 with the SEC
Globenewswire· 2025-12-30 11:30
Core Viewpoint - Soulpower Acquisition Corporation and SWB Holdings have announced the confidential submission of a draft registration statement for a proposed business combination, aiming to launch SOUL WORLD BANK™ and its affiliates [1][2][3] Company Overview - Soulpower Acquisition Corporation is a financials-focused special purpose acquisition company that raised $250 million in its initial public offering in April 2025 [5] - SWB LLC is a newly formed Cayman Islands company established to launch SOUL WORLD BANK™ and acquire various real-world assets [6] - SWB Holdings will be the publicly traded holding company of SOUL WORLD BANK™ and its affiliates upon the closing of the business combination [7] Business Combination Details - The proposed business combination was initially announced on November 24, 2025, and involves Pubco, Soulpower, and SWB LLC [2] - Pubco intends to list its non-voting Class A ordinary shares on the New York Stock Exchange under the ticker symbol "SOUL" after the closing of the business combination [2][4] - The completion of the transaction is subject to customary closing conditions, including shareholder approval and the effectiveness of the registration statement [3] Future Plans - The SOUL WORLD BANK™ aims to offer a suite of international financial services and operate as a licensed international financial institution, with a focus on integrating traditional markets with new technologies like AI and tokenization [3][7] - The asset portfolio held by SWB is designed to provide stable book value and opportunities for financial engineering [7] Regulatory Process - The confidential submission of the draft registration statement allows the parties to engage with the SEC before making a public filing [2][8] - A definitive Proxy Statement/Prospectus will be mailed to Soulpower shareholders after the registration statement is declared effective [8]
Everybody Loves Languages Corp. Announces Acquisition by ELL Ventures Ltd.
Businesswire· 2025-12-24 21:25
Core Viewpoint - Everybody Loves Languages Corp. (ELLC) has announced a business combination agreement with ELL Ventures Ltd. (EV), which will result in ELLC shareholders, excluding EV, receiving cash for their shares at a rate of $0.085 per share [1][3]. Group 1: Business Combination Agreement - The Business Combination Agreement was approved by ELLC's Board of Directors on December 23, 2025, following a recommendation from an independent committee [2]. - The transaction will involve ELLC and EV amalgamating to form a new corporation, Amalco, where ELLC's minority shareholders will receive redeemable preferred shares that will be immediately redeemed for cash [3]. - The transaction is expected to close around March 10, 2026, and ELLC plans to delist from the TSX Venture Exchange to become a privately held company [3]. Group 2: Shareholder and Valuation Details - EV is controlled by Gali Bar-Ziv and Khurram Qureshi, who collectively own approximately 10% of ELLC shares [4]. - The proposed transaction is classified as a "related party transaction" under Multilateral Instrument 61-101, and an independent valuation was conducted by MNB Valuation Inc. to assess the fairness of the transaction for minority shareholders [5][7]. - The completion of the amalgamation is contingent upon various approvals, including from the TSX Venture Exchange and ELLC shareholders, as well as proof of funds from EV [6]. Group 3: Financial Considerations - EV will provide a $1,500,000 term loan and capital contributions totaling $930,000 from its shareholders to facilitate the purchase of ELLC shares [6]. - If the Business Combination Agreement is terminated due to the Board of Directors withdrawing its recommendation, ELLC will owe EV a termination fee of $250,000 [6].
Legato Merger(LEGOU) - Prospectus
2025-12-19 23:21
As filed with the U.S. Securities and Exchange Commission on December 19, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Legato Merger Corp. IV (Exact name of registrant as specified in its charter) Cayman Islands 6770 98-1880768 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) Legato Merger Corp. IV 777 Third Avenue, 37 ...
X3 Acquisition(XCBEU) - Prospectus(update)
2025-12-19 21:12
Registration No. 333-290299 As filed with the U.S. Securities and Exchange Commission on December 19, 2025. TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X3 Acquisition Corp. Ltd. (Exact name of registrant as specified in its charter) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 Cayman Islands 6770 98-1877158 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer ...
Stingray Announces Completion of TuneIn Acquisition
Globenewswire· 2025-12-19 14:00
Core Viewpoint - Stingray Group Inc. has successfully completed the acquisition of TuneIn Holdings, Inc., enhancing its position in the global audio market and creating new growth opportunities [1][2]. Financial Details - The total consideration for the acquisition is up to US$175 million, comprising US$150 million paid at closing and an additional US$25 million payable within 12 months [2]. - The acquisition was financed through a US$150 million term loan under the company's renewed credit facility [2]. Strategic Implications - The acquisition is expected to strengthen Stingray's market position, expand its listener base, and create significant opportunities for future growth [2]. - The company aims to integrate TuneIn seamlessly and execute its strategy for long-term growth [2]. Company Overview - Stingray Group Inc. is a global leader in music, media, and technology, providing a wide range of services including TV broadcasting, streaming, radio, and advertising [4]. - The company operates 96 radio stations and offers various digital services, reaching 540 million consumers across 160 countries [4].
Crescent Stockholders Overwhelmingly Approve Merger with Vital Energy
Businesswire· 2025-12-12 21:20
Core Viewpoint - Crescent Energy Company has received overwhelming shareholder approval for the issuance of Class A common stock in connection with its proposed merger with Vital Energy, expected to close on December 15, 2025 [1][3]. Group 1: Shareholder Approval - Approximately 98% of the Crescent common stock voted in favor of the merger, resulting in about 81% of the outstanding Crescent common stock voting in favor [3]. - The strong support from shareholders reinforces investor confidence in Crescent's disciplined strategy and execution track record [2]. Group 2: Company Strategy and Operations - Crescent Energy is committed to delivering value for shareholders through a disciplined growth through acquisition strategy and consistent return of capital [4]. - The company focuses its investing and operating activities in the Eagle Ford, Permian, and Uinta basins, combining significant cash flow from stable production with high-quality development inventory [4].
Vital Energy Stockholders Approve Merger with Crescent Energy
Globenewswire· 2025-12-12 21:20
Core Viewpoint - Vital Energy, Inc. has received stockholder approval for its merger with Crescent Energy Company, expected to close on December 15, 2025, which aims to create a larger and financially robust operator in the energy sector [1][2]. Company Overview - Vital Energy, Inc. is an independent energy company headquartered in Tulsa, Oklahoma, focusing on the acquisition, exploration, and development of oil and natural gas properties in the Permian Basin of West Texas [3]. Merger Details - Stockholders of Vital Energy will receive 1.9062 shares of Crescent's Class A common stock for each share of Vital Energy common stock owned [2]. - Vital Energy's common stock will be suspended from trading on the New York Stock Exchange prior to market open on December 15, 2025 [2]. Strategic Implications - The merger is expected to enhance the scale and capacity of the combined companies, allowing for substantial free cash flow generation and sustainable cash returns [2]. - The strategic combination is anticipated to maximize the potential of the assets held by both companies, benefiting all stockholders [2].