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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]
Miluna Acquisition Corp(MMTXU) - Prospectus(update)
2025-09-16 01:35
As filed with the U.S. Securities and Exchange Commission on September 15, 2025. Registration No. 333-289973 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT No.1 To FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Miluna Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identifi ...
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 ...
Blue Water Acquisition Corp. III Announces Submission of $10 Billion Bid for PDV Holding Inc., Parent of Citgo Petroleum Corp.
Prnewswire· 2025-09-05 20:24
Core Viewpoint - Blue Water Acquisition Corp. III has submitted a $10 billion bid to acquire PDV Holding Inc., the parent company of Citgo Petroleum Corp., in a court-supervised auction process in Delaware [1][2]. Group 1: Acquisition Proposal - The proposal includes cash or stock distributions to PDV Holding Inc.'s general creditors and a $3.2 billion settlement for holders of the PDVSA 2020 bonds, which can be paid in cash or shares of the new publicly listed entity that will own Citgo [2]. - The acquisition aims to return Citgo to U.S. ownership as a fully public company, ensuring accountability to U.S. regulators and investors [3]. Group 2: Management Commentary - Joseph Hernandez, Chairman & CEO of Blue Water, stated that the $10 billion proposal is designed to provide creditors with immediate recovery and the opportunity to participate in Citgo's future as a U.S. public company [4]. - The structure of the proposal aims to deliver value for creditors, stability for employees, and maintain Citgo's assets under U.S. ownership and public market transparency [4]. Group 3: Citgo Assets - The auction includes significant assets such as three major U.S. refineries located in Lake Charles, Louisiana; Lemont, Illinois; and Corpus Christi, Texas, with a combined refining capacity exceeding 800,000 barrels per day [6]. - Additional assets include midstream infrastructure like pipelines and terminals, lubricant and blending plants, and a nationwide retail distribution network of over 4,000 branded service stations [6].
Newbridge Acquisition Ltd(NBRGU) - Prospectus
2025-08-29 21:25
As filed with the U.S. Securities and Exchange Commission on August 29, 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 _____________________________________ Newbridge Acquisition Limited (Exact name of registrant as specified in its charter) _____________________________________ | British Virgin Islands | 6770 | N/A | | --- | --- | --- | | (State or othe ...
Breeze Holdings Acquisition Corp. Shareholders Approve Business Combination with YD Biopharma Limited
Globenewswire· 2025-08-15 19:55
Company Overview - YD Biopharma Limited is a clinical-stage biopharmaceutical company focused on cancer prevention medical diagnostics and the development of exosome-based therapeutics aimed at addressing diseases with high unmet medical needs [6] - The company has established itself as a recognized supplier of clinical trial drugs and is also developing post-market auxiliary products [6] Business Combination Details - Breeze Holdings Acquisition Corp. announced the approval of its business combination with YD Biopharma, with stockholders voting overwhelmingly in favor (3,127,474 shares for, 1,000 against, and 21 abstentions) [3] - The combined entity will operate under the name YD Bio Limited and is expected to trade on Nasdaq with the ticker symbol "YDES" [4] - The transaction is anticipated to close within the next two weeks, pending customary closing conditions [4] Advisors Involved - Legal and financial advisors for the transaction include ArentFox Schiff LLP for YD Biopharma, I-Bankers Securities, Inc. for Breeze, and Woolery & Co. PLLC for Breeze [5]
Arcadia Biosciences (RKDA) Announces Second Quarter and First Half 2025 Financial Results and Business Highlights
GlobeNewswire News Room· 2025-08-14 20:30
Financial Performance - Arcadia Biosciences reported an 11% increase in total revenues for the second quarter of 2025, amounting to $1.455 million compared to $1.306 million in the same period of 2024 [3][5][7] - Zola® coconut water sales drove this revenue growth, with a 24% increase, contributing $280,000 to the total revenue in Q2 2025 [3][8] - For the first half of 2025, total revenues increased by 16% to $2.655 million, with Zola revenues rising by 47% [9] Operating Expenses - Total operating expenses for Q2 2025 were $1.956 million, a significant increase compared to the previous year, primarily due to higher costs associated with Zola coconut water [5][10] - Cost of revenues for Zola increased by 30% in Q2 2025, reflecting a $191,000 rise [10] - SG&A expenses decreased by $560,000 in Q2 2025 compared to the same period in 2024, indicating improved operational efficiency [12] Net Income and Loss - The net loss attributable to common stockholders for Q2 2025 was $4.458 million, a significant decline from a net income of $1.061 million in Q2 2024, largely due to a $4.5 million credit loss related to a note receivable [17][19] - For the first half of 2025, the net loss attributable to common stockholders was $1.9 million, compared to a loss of $1.4 million in the same period of 2024 [19] Strategic Developments - Arcadia received 2.7 million shares of stock in Above Food Ingredients Inc. as part of a repayment related to the sale of GoodWheat™ assets [4][15] - The company has eliminated $1 million in contingent liabilities, contributing to a total of $2 million in liabilities removed year-to-date [4] Business Combination - The pending business combination with Roosevelt Resources is progressing, with an amendment filed to the initial Form S-4 registration statement to address SEC comments and provide updated financial information [5][20]
Cascadia and Granite Creek Complete Business Combination
Newsfile· 2025-08-13 11:00
Core Viewpoint - Cascadia Minerals Ltd. has successfully acquired Granite Creek Copper Ltd. through a court-approved plan of arrangement, creating a leading Yukon copper-gold exploration and development company [1][2]. Company Overview - The merger allows Cascadia to enhance its property portfolio, which includes the advanced-stage Carmacks Property and various discovery-stage projects in Yukon's Stikine Terrane [2]. - The Carmacks Project hosts a Measured and Indicated Resource of 651 million pounds of copper and 302 thousand ounces of gold, with a 2023 Preliminary Economic Assessment (PEA) indicating a post-tax NPV of $230.5 million and a post-tax IRR of 29% [8][12]. Shareholder Exchange - Each Granite Creek shareholder received 0.25 Cascadia common shares for each Granite Creek share held, resulting in the issuance of 53,070,848 Cascadia shares [2]. - The transaction also involved the exchange of Granite Creek's stock options for 3,747,500 Cascadia stock options and adjustments to warrants allowing holders to acquire 11,036,291 Cascadia shares [2]. Board of Directors Changes - Timothy Johnston, former President and CEO of Granite Creek, has joined Cascadia's board, while James Sabala and Kurt Allen have resigned from Cascadia's board [3]. Financing Details - Cascadia completed a private placement, converting 14,459,894 subscription receipts into shares and warrants, raising gross proceeds of C$2,024,385 [4]. - Finders' fees totaling $82,223 were paid, along with the issuance of 587,308 finder warrants to various finders [5]. Additional Information - Further details regarding the arrangement can be found in the news releases and management information circulars filed on SEDAR+ [6].
ExGen Resources and MTB Metals Enter into Non-Binding Letter of Intent to Merge, Creating a Copper, Gold and Lithium Exploration and Development Company
Globenewswire· 2025-08-13 10:00
Core Viewpoint - ExGen Resources Inc. and MTB Metals Corp. have entered into a non-binding letter of intent for a proposed business combination, which will involve ExGen acquiring all outstanding securities of MTB at a ratio of 0.286 ExGen shares for each MTB share, subject to various approvals and conditions [1][2][14]. Summary by Sections Proposed Transaction - The transaction will be an Arm's Length Transaction and is contingent upon the negotiation of a Definitive Agreement, shareholder approvals, and customary closing conditions [1][2][14]. - If a Definitive Agreement is not reached within 60 days, either party may terminate the LOI [2]. Benefits of the Proposed Transaction - The merger combines MTB's copper and gold project exposure with ExGen's interest in the Empire copper mine, which is expected to provide near-term cash flow [4]. - The combined company will have a strong balance sheet and aims to expand its portfolio of royalties and carried interests while pursuing selective exploration programs [4]. Property Portfolio of ExGen - ExGen holds a 20% carried interest in the Empire Mine project in Idaho, which has shown significant mineralization potential, including a drillhole with 8.4% copper [5]. - ExGen also retains a 40% interest in the DOK claims, part of MTB's Telegraph project in British Columbia [6]. Property Portfolio of MTB - MTB's Telegraph project spans 350 square kilometers and is located near several notable porphyry deposits, with early drilling indicating a copper-gold bearing porphyry system over 3.3 km [10]. - MTB also holds royalties on four projects in the Golden Triangle, including two past-producing mines, and has significant mineralization occurrences on its Southmore property [11][19]. Future Outlook - The proposed transaction is expected to create a well-positioned exploration and development company with assets in favorable jurisdictions, focusing on copper, gold, and lithium [7][4]. - The combined management team will seek value-accretive opportunities and aims to evolve into a leading royalty and carried interest company [4][5].