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Emmis Acquisition Corp. Announces Upcoming Automatic Unit Separation
Globenewswire· 2025-10-15 12:00
Core Points - Emmis Acquisition Corp. will separate its units into Class A ordinary shares and rights effective October 22, 2025, with new ticker symbols "EMIS" for shares and "EMISR" for rights [1] - Each unit consists of one Class A ordinary share and one right, with each right entitling the holder to receive one-tenth of a Class A ordinary share upon the completion of the initial business combination [2] - The separation is automatic, requiring no action from unit holders, and fractional shares will be rounded down or addressed according to Cayman Islands law [2] Company Overview - Emmis Acquisition Corp. is a blank check company aimed at executing mergers, amalgamations, share exchanges, asset acquisitions, or similar business combinations across various industries, focusing on industrial and business services, manufacturing, transportation, distribution, and technology sectors [4]
WESTERN MIDSTREAM AND ARIS WATER SOLUTIONS ANNOUNCE PRELIMINARY RESULTS FOR ELECTION OF FORM OF MERGER CONSIDERATION
Prnewswire· 2025-10-08 11:00
Core Viewpoint - Western Midstream Partners, LP (WES) is acquiring Aris Water Solutions, Inc. (Aris), with preliminary results indicating significant interest from Aris securityholders in the merger consideration options available [1][2]. Merger Consideration Details - Aris securityholders can choose from three forms of merger consideration: (i) 0.625 WES Common Units, (ii) a combination of $7.00 in cash and 0.450 WES Common Units, or (iii) $25.00 in cash, with the total cash consideration capped at $415.0 million [2][3]. - Approximately 26.6 million WES Common Units will be issued, and $415.0 million in cash will be distributed to Aris securityholders as part of the merger consideration [3][4]. Election Results - As of the election deadline, holders of 9,589,105 shares of Aris Class A Common Stock and 4,289,350 Aris OpCo Stapled Units opted for the Common Unit Election Consideration [6]. - Holders of 1,901,249 shares of Aris Class A Common Stock and 9,304,608 Aris OpCo Stapled Units selected the Mixed Election Consideration [6]. - A total of 21,247,291 shares of Aris Class A Common Stock and 12,873,151 Aris OpCo Stapled Units were elected for the Cash Election Consideration [6]. Additional Information - The final certified results of the election process will be available shortly before the transaction closes, and the final allocation of the merger consideration will be calculated according to the Merger Agreement [4][5]. - No fractional WES Common Units will be issued; instead, cash will be provided for any fractional amounts [4].
EQV Ventures Acquisition Corp. and Presidio Petroleum LLC Announce Filing of Amendment to Registration Statement on Form S-4 with the SEC
Globenewswire· 2025-10-07 21:49
Company Overview - EQV Ventures Acquisition Corp. is a special purpose acquisition company (SPAC) sponsored by EQV Group, focused on merging with businesses in the oil and gas sector [6] - Presidio Investment Holdings, LLC is a differentiated oil and gas operator that optimizes mature, producing oil and natural gas assets in the United States [1][5] Business Combination Details - EQV and PIH have announced a proposed business combination, with Presidio PubCo Inc. (formerly Prometheus PubCo Inc.) set to become the ongoing public company, renamed Presidio Production Company [2][3] - The business combination agreement was entered into on August 5, 2025, and is expected to close in the fourth quarter of 2025, pending stockholder approval and SEC effectiveness [3][4] Financial Aspects - The transaction values Presidio Production at a pro forma enterprise value of approximately $660 million, which is a discount to the combined proved developed PV-10 value [4] - Presidio Production will operate as a US-domiciled, dividend-yield driven C Corporation, with shares expected to be listed on the New York Stock Exchange under the ticker "FTW" [3][4] Market Context - The entry of Presidio Production into the public markets coincides with a shift in the energy sector from capital-intensive shale operations to a focus on returns, emphasizing a model with zero reliance on future drilling and minimal capital investment [4]
SACH Pte. Ltd. Announces the Agreement and Plan of Merger with Quantumsphere Acquisition Corporation
Globenewswire· 2025-10-04 00:15
Company Overview - SACH Pte. Ltd. is engaged in the gaming, technology, e-commerce, retail, and live events industries, headquartered in Singapore [3][10] - The company's main objective is to integrate digital and physical experiences through innovative platforms, enhancing community engagement and consumer interaction [3][10] - SACH is known for its social technology platform, OMMiii, which incorporates gamification and data analytics to facilitate engagement strategies for brands and events [3][10] Proposed Transaction - SACH has entered into a merger agreement with Quantumsphere Acquisition Corporation, which will result in SACH becoming a wholly-owned subsidiary of Omnivate Global Ltd. [2][5] - The combined company is expected to have an implied initial pro forma equity value of approximately $300 million, assuming no redemptions [6][8] - The transaction is anticipated to provide SACH with cash proceeds of up to approximately $82.8 million to fund its business operations, assuming no redemptions and excluding transaction fees [6][8] Leadership Statements - Jonathan Zhang, CEO of SACH, stated that the merger is a transformative milestone that will help redefine engagement with digital and physical experiences [4] - Ping Zhang, Chairman/CEO of Quantumsphere, emphasized the commitment to pairing their public market platform with an operator capable of executing growth strategies [4] Financial Advisors - Geneva Capital Group serves as the financial advisor to SACH, while Celine & Partners, PLLC and KPMG Law Firm provide legal advisory services to Quantumsphere and SACH, respectively [9]
American Dynamism Acquisition Co(ADACU) - Prospectus
2025-09-30 20:32
Table of Contents As filed with the Securities and Exchange Commission on September 30, 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 American Dynamism Acquisition Company (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Cayman Islands 6770 98-1873976 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer ...
WESTERN MIDSTREAM AND ARIS WATER SOLUTIONS ANNOUNCE ELECTION DEADLINE FOR ARIS SECURITYHOLDERS TO ELECT FORM OF MERGER CONSIDERATION AND EXPIRATION OF HART-SCOTT-RODINO ACT WAITING PERIOD
Prnewswire· 2025-09-29 11:00
Core Viewpoint - Western Midstream Partners, LP (WES) is set to acquire Aris Water Solutions, Inc. (Aris), with the election deadline for Aris securityholders to choose their merger consideration established for October 7, 2025, and the transaction expected to close on October 15, 2025, pending stockholder approval and customary closing conditions [2][5]. Group 1: Transaction Details - The merger consideration options for Aris securityholders include: (i) 0.625 WES common units, (ii) a combination of $7.00 in cash and 0.450 WES common units, or (iii) $25.00 in cash, with the total cash consideration capped at $415.0 million [5][6]. - Aris securityholders who do not submit a completed election form by the deadline will automatically be deemed to have chosen the common unit election consideration [6]. - The expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act on September 26, 2025, is a significant milestone for the transaction [9]. Group 2: Company Profiles - Western Midstream Partners, LP is a master limited partnership focused on developing, acquiring, owning, and operating midstream assets across several states, including Texas and New Mexico, with a business model that minimizes exposure to commodity price volatility through fee-based contracts [10]. - Aris Water Solutions, Inc. specializes in environmental infrastructure and solutions, providing full-cycle water handling and recycling services aimed at enhancing sustainability for energy companies, particularly in the Permian Basin [12].
Akanda (AKAN) - Prospectus
2025-09-18 21:30
As filed with the Securities and Exchange Commission on September 18, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Akanda Corp. (Exact name of Registrant as specified in its charter) Ontario, Canada 2833 Not Applicable FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) Akanda Corp. c/o Gowling WLG (Canada) LLP 100 King St. ...
Halcyon International Limited Announces Execution of an Irrevocable Support and Voting Agreement in Connection with the Proposed Business Combination Between Artis Real Estate Investment Trust and RFA
Financialpost· 2025-09-16 18:01
Core Points - Halcyon has agreed to vote its Artis Units in favor of the Transaction as per the Voting Agreement [1] - Halcyon is restricted from supporting any alternative acquisition proposals related to Artis [1] - Halcyon must vote against any competing proposals that could hinder the completion of the Transaction [1] Voting Agreement Details - The obligations under the Voting Agreement remain effective until the earliest of the following events: mutual termination by Artis and RFA, June 15, 2026, consummation of the Transaction, termination of the Arrangement Agreement under specific circumstances, or written notice by Halcyon due to substantial amendments to the Arrangement Agreement without prior consent [1] - The Voting Agreement includes provisions that prevent Halcyon from tendering or voting its Artis Units in support of alternative proposals [1] - The agreement aims to ensure that the Transaction proceeds without interference from competing actions [1]
Relativity Acquisition Corp. Announces the Public Filing of a Registration Statement on Form F-4 for Instinct Bio Technical Company Inc.
Globenewswire· 2025-09-15 13:30
Group 1 - Relativity Acquisition Corp. announced a proposed business combination with Instinct Brothers Co., Ltd., a vertically integrated stem cell skincare and wellness company based in Tokyo, Japan [1][2] - Instinct Brothers specializes in stem cell skincare and wellness products, focusing on research and development, manufacturing, distribution, retail, and clinical applications since its founding in 2011 [2] - The combined entity will operate under the name Instinct Bio Technical Company Holdings Inc. and plans to list on the NASDAQ Stock Exchange with the ticker symbol 'BIOT' [1] Group 2 - The registration statement on Form F-4 has been filed with the SEC, which includes a preliminary proxy statement/prospectus detailing the business combination and related shareholder vote [1][4] - The business combination aims to advance stem cell science and enhance patient outcomes, aligning with Instinct Brothers' mission to innovate in regenerative medicine [2] - Relativity Acquisition Corp. is a blank check company formed to effect mergers and similar business combinations [3]
Nuburu(BURU) - Prospectus
2025-09-10 10:08
As filed with the Securities and Exchange Commission on September 10, 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 NUBURU, INC. (Exact name of Registrant as specified in its charter) Delaware 3690 85-1288435 (State or other jurisdiction of (Primary Standard Industrial Classification Code Number) 7442 S Tucson Way, Suite 130 Centennial, CO 80112 Telephone: (720) 767-1400 (Address, including ...