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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]
Kodiak and Ares Acquisition Corporation II Have Raised Over $275 Million to Support Proposed Business Combination Following Redemptions
Businesswire· 2025-09-23 10:30
Core Viewpoint - Kodiak Robotics, Inc. and Ares Acquisition Corporation II have successfully raised over $275 million to support their proposed business combination, following redemptions [1] Group 1 - Kodiak Robotics is a leading provider of AI-powered autonomous vehicle technology [1] - Ares Acquisition Corporation II is a publicly traded special purpose acquisition company (SPAC) [1] - The raised funds include approximately $21 million from redemptions [1]
Mount Logan Capital Inc. Begins Trading on Nasdaq Under “MLCI”
Globenewswire· 2025-09-17 12:30
Core Insights - Mount Logan Capital Inc. commenced trading on the Nasdaq Capital Market on September 15, 2025, following the successful closing of its all-stock Business Combination with 180 Degree Capital Corp. on September 12, 2025 [1][2] Company Overview - Mount Logan Capital Inc. focuses on alternative asset management and insurance solutions, primarily dealing with public and private debt securities in the North American market and reinsurance of annuity products through its subsidiaries [3] - The company actively sources, evaluates, underwrites, manages, and invests in loans, debt securities, and other credit-oriented instruments that offer attractive risk-adjusted returns with low risk of principal impairment [3] Business Structure - ML Management, established in 2020, provides investment management services to various investment funds and acts as a collateral manager for collateralized loan obligations [4] - Ability Insurance Company, acquired by Mount Logan in the fourth quarter of fiscal year 2021, is a reinsurer of long-term care policies and annuity products but is no longer insuring new long-term care risks [5]
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
Core Points - The conference call is focused on the transformative business combination between Artis REIT and Rfa, announced earlier today [2][4] - The investor presentation related to the transaction is available on the Artis REIT website and can be viewed in real time during the call [3] Company Overview - Heather Nikkel serves as the Senior Vice President of Investor Relations and Sustainability for Artis REIT [2] - Samir Manji is the President and CEO of Artis REIT, while Ben Rodney is the President, CEO, and Managing Partner at Rfa, also serving as the current Chair of Artis' Board of Trustees [4]
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]