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Mount Logan Capital Inc. Announces Filing of Supplement to Management Information Circular for its Special Meeting of Shareholders to be held on August 22, 2025
Globenewswire· 2025-08-19 21:37
Core Viewpoint - Mount Logan Capital Inc. is progressing with a business combination with 180 Degree Capital Corp, which will result in a new publicly traded entity named New Mount Logan, set to be listed on Nasdaq [1] Group 1: Business Combination Details - The business combination is scheduled for a shareholder meeting on August 22, 2025, to vote on necessary resolutions [1] - An amendment to the merger agreement has been made, increasing the share allocation for 180 Degree Capital shareholders to 110% of its net asset value (NAV) at closing, up from 100% [4] - The valuation of Mount Logan at signing was US$67.4 million, compared to its market capitalization of approximately US$49.9 million as of August 18, 2025 [4] Group 2: Liquidity Programs - New Mount Logan plans to launch a tender offer for US$15 million of its common stock within 60 days post-closing, with the share price set at the implied closing price based on the merger value [5] - Additional stock repurchases of US$10 million are expected to occur periodically over the following 24 months [5] - The liquidity program represents about 19% of the estimated closing merger value, with a share price anticipated to be at least 46% above Mount Logan's estimated closing price of approximately US$1.70 on August 18, 2025 [5] Group 3: Company Overview - Mount Logan Capital Inc. focuses on alternative asset management and insurance solutions, primarily in public and private debt securities in North America [6] - The company also engages in the reinsurance of annuity products through its subsidiaries, Mount Logan Management LLC and Ability Insurance Company [6][8] - ML Management provides investment management services to various investment funds and acts as a collateral manager for collateralized loan obligations [7]
Angel Studios Inc. Marks Milestone Toward Becoming Publicly Traded, Sets Meeting Date for Shareholder Approval
Prnewswire· 2025-08-18 13:00
Core Viewpoint - Angel Studios Inc. is moving forward with a business combination with Southport Acquisition Corporation, which will lead to Angel becoming publicly traded, with a special shareholder meeting scheduled for September 5, 2025 [1][5]. Company Overview - Angel Studios is a values-based distribution company focused on stories that amplify light, supported by approximately 1.5 million paying members from over 180 countries [10]. - The company has significantly grown its Guild membership from 222,000 to approximately 1.5 million [8]. - Angel Studios generated $87.4 million in revenue for Q2 2025, a substantial increase from $15.3 million in Q2 2024, with $39.4 million attributed to Angel Guild memberships [8]. Business Combination Details - The special meeting will allow stockholders of record as of August 1, 2025, to vote on the proposed merger [3]. - If approved, the transaction will close shortly thereafter, and the combined company’s Class A common stock will be listed on a U.S. exchange under the ticker symbol "ANGX" [5][6]. - Upon closing, Angel's Class A and Class C common stock will convert to the combined company Class A common stock, while Class B and Class F common stock will convert into combined company Class B common stock [6]. Financial and Operational Highlights - In the first half of 2025, Angel Studios raised $47.2 million to support its mission [8]. - The Angel App has seen an increase in installs, reaching 70.5 million as of June 30, 2025 [8]. - The leadership team has been strengthened with the appointment of Robert C. Gay to the board and the hiring of public company veterans Scott Klossner as CFO and Glen Nickle as CLO [8]. Advisors and Legal Framework - Roth Capital Partners and Lake Street are serving as capital markets advisors to Angel, while Oppenheimer & Co. is advising Southport [9]. - Mayer Brown LLP is acting as legal advisor to Angel, and Wachtell, Lipton, Rosen & Katz is advising Southport [9].
180 Degree Capital Corp. and Mount Logan Capital Inc. Announce Revised Terms of Business Combination in Response to Constructive Conversations with Shareholders
Globenewswire· 2025-08-18 11:30
Core Viewpoint - The proposed business combination between 180 Degree Capital and Mount Logan has been amended to provide shareholders of 180 Degree Capital with shares of the new entity, New Mount Logan, valued at 110% of 180 Degree Capital's Net Asset Value (NAV) at closing, an increase from the previous 100% [1] Summary by Sections Business Combination Details - New Mount Logan, along with its management and affiliates, will provide a total of US$25 million for shareholder liquidity, with US$15 million expected to be launched within 60 days post-closing and the remaining US$10 million staged over 24 months [1][2] - The Liquidity Programs will be executed at or above the Closing Merger Value, which is currently a premium of at least 17% to 180 Degree Capital's closing price of approximately US$4.42 on August 15, 2025 [2] - Nearly 63% of outstanding shares of 180 Degree Capital have voted in favor of the business combination, representing about 95% of votes cast, indicating strong shareholder support [1][4] Management Commitments - Management teams from both companies, along with affiliated insiders, will not participate in the Liquidity Programs, reinforcing their confidence in the long-term outlook of New Mount Logan [3] - The commitment to quarterly cash dividends, subject to board approval, aligns with Mount Logan's historical performance of paying dividends for the past 24 quarters [1] Strategic Outlook - The merger aims to create a new U.S.-exchange-listed alternative asset management and insurance solutions platform designed for growth, with a focus on scalable growth through an asset-light, fee-based revenue model [4] - The management expresses optimism about the value creation potential of the combined companies and the strategic and financial merits of the deal [4][5]
180 Degree Capital Corp. and Mount Logan Capital Inc. Announce Revised Terms of Business Combination in Response to Constructive Conversations With Shareholders
Globenewswire· 2025-08-18 10:00
Core Viewpoint - The proposed business combination between 180 Degree Capital and Mount Logan has been amended to provide shareholders of 180 Degree Capital with shares of the new entity, New Mount Logan, valued at 110% of 180 Degree Capital's Net Asset Value (NAV) at closing, an increase from the previous 100% [1] Summary by Sections Business Combination Details - New Mount Logan, along with its management and affiliates, will provide a total of US$25 million for shareholder liquidity, with US$15 million expected to be launched within 60 days post-closing and the remaining US$10 million staged over 24 months [1][2] - The Liquidity Programs will be based on the Closing Merger Value, which includes a price per share that is anticipated to be at least 17% above 180 Degree Capital's closing price of approximately US$4.42 on August 15, 2025 [2] - Nearly 63% of outstanding shares of 180 Degree Capital have already voted in favor of the business combination, representing about 95% of votes cast, indicating strong shareholder support [1][5] Management Commitments - Management teams from both companies, along with the New Mount Logan board, have committed not to participate in the Liquidity Programs, reinforcing their confidence in the long-term outlook of New Mount Logan [3] - The management emphasizes the potential for value creation through the combined companies and the strategic merits of the transaction [4] Future Outlook - The combined entity is expected to pay quarterly cash dividends, subject to board approval, continuing a trend established by Mount Logan over the past 24 quarters [1] - The business combination aims to create a new U.S.-exchange-listed alternative asset management and insurance solutions platform designed for growth [1][4]
180 Degree Capital Corp. And Mount Logan Capital Inc. Provide Update on Proposed Business Combination
Globenewswire· 2025-08-15 13:00
Core Viewpoint - The proposed business combination between 180 Degree Capital and Mount Logan Capital is receiving strong support from shareholders, with over 57% of outstanding shares of 180 Degree Capital voting in favor as of August 14, 2025 [1][2][3] Group 1: Shareholder Support - As of August 14, 2025, more than 90% of the approximately 63% of outstanding shares of 180 Degree Capital voted in favor of the business combination [1] - In excess of 50% of the outstanding shares of 180 Degree Capital have been voted in favor of all other proposals scheduled for the special shareholder meeting on August 22, 2025 [1] - Mount Logan has received proxies representing votes exceeding the required thresholds to approve the resolutions necessary for the business combination [1] Group 2: Management Statements - Kevin Rendino, CEO of 180 Degree Capital, expressed encouragement regarding the strong shareholder support and emphasized the importance of collaborative work with Mount Logan for value realization [3] - Ted Goldthorpe, CEO of Mount Logan, highlighted the confidence in the business logic of the combination and the focus on long-term value creation [3] Group 3: Upcoming Meetings - Special meetings for shareholders of both 180 Degree Capital and Mount Logan to approve the proposed business combination are scheduled for August 22, 2025 [3] - Shareholders are encouraged to access the joint proxy statement and prospectus for detailed voting instructions [3]
180 Degree Capital Corp. and Mount Logan Capital Inc. Provide Update on Proposed Business Combination
Globenewswire· 2025-08-15 11:30
Core Viewpoint - The proposed business combination between 180 Degree Capital and Mount Logan Capital is receiving strong support from shareholders, with over 57% of 180 Degree Capital's outstanding shares voted in favor as of August 14, 2025 [1][2][3] Company Updates - 180 Degree Capital is actively engaging in dialogue with its shareholders regarding the proposed business combination, indicating confidence in achieving the required vote thresholds [2][3] - The special meetings for shareholders of both companies to approve the business combination are scheduled for August 22, 2025 [3] Management Statements - Kevin Rendino, CEO of 180 Degree Capital, expressed encouragement regarding shareholder support and emphasized the importance of proper structure and governance for the combined company [3] - Ted Goldthorpe, CEO of Mount Logan, highlighted the confidence in the business logic of the combination and the focus on long-term value creation [3] Company Profiles - 180 Degree Capital Corp. is a publicly traded closed-end fund that invests in undervalued small publicly traded companies, aiming for significant turnarounds [5] - Mount Logan Capital Inc. specializes in alternative asset management and insurance solutions, focusing on public and private debt securities in North America [7]
Scilex Holding Company (Nasdaq: SCLX) Announces Effectiveness of Registration Statement on Form S-4 for the Proposed Business Combination of Denali Capital Acquisition Corp. and Semnur Pharmaceuticals, Inc., a Majority-Owned Subsidiary of Scilex
Globenewswire· 2025-08-13 10:00
Core Viewpoint - Scilex Holding Company is advancing a business combination with Denali Capital Acquisition Corp. and Semnur Pharmaceuticals, focusing on non-opioid pain management products, with the SEC declaring the registration statement effective [1][6]. Company Overview - Scilex is dedicated to acquiring, developing, and commercializing non-opioid pain management products for acute and chronic pain, as well as neurodegenerative and cardiometabolic diseases [5]. - The company’s commercial products include ZTlido, ELYXYB, and Gloperba, targeting high unmet medical needs [5]. Business Combination Details - An extraordinary general meeting for Denali shareholders is scheduled for September 3, 2025, to approve the proposed business combination [2][6]. - The combined company will be renamed Semnur Pharmaceuticals, Inc. upon closing the business combination [6]. Product Pipeline - Scilex has three product candidates: SP-102 (SEMDEXA), SP-103, and SP-104, targeting various pain management needs and conditions [7]. - SP-102 is a novel gel formulation for epidural injections, while SP-103 is a next-generation lidocaine topical system [7]. Market Position - Scilex aims to address significant market opportunities in non-opioid therapies for pain management, focusing on improving patient outcomes [5].
Pioneer Acquisition I Corp Announces the Separate Trading of its Class A Ordinary Shares and Warrants, Commencing on or about August 15, 2025
Globenewswire· 2025-08-12 20:05
Group 1 - The Company, Pioneer Acquisition I Corp, announced that holders of its initial public offering units may begin to separately trade Class A ordinary shares and warrants starting on or about August 15, 2025 [1] - The initial public offering consisted of 25,300,000 units, including 3,300,000 units from the underwriters' overallotment option, completed on June 20, 2025 [1] - Units that are not separated will continue to trade under the symbol "PACHU," while Class A ordinary shares and warrants will trade under the symbols "PACH" and "PACHW," respectively [1] Group 2 - The Company is a blank check company incorporated in the Cayman Islands, aiming to pursue a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses or entities [2] - A registration statement for the securities was declared effective on June 17, 2025, in accordance with the Securities Act of 1933 [3]
Iron Horse Acquisition II(IRHOU) - Prospectus(update)
2025-08-07 00:33
As filed with the Securities and Exchange Commission on August 6, 2025 Registration No. 333-284331 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________________ IRON HORSE ACQUISITIONS CORP. II (Exact name of registrant as specified in its charter) ____________________ | Cayman Islands | 6770 | 33-2152065 | | --- | --- | --- | | (State or other jurisdiction of | (Primary Standard Industrial | (I.R ...
Integrated Wellness Acquisition Corp. and Btab Ecommerce Group, Inc. Announce Filing of Registration Statement on Form S-4 with the SEC
Globenewswire· 2025-08-04 12:30
Company Overview - Integrated Wellness Acquisition Corp (WEL) is a publicly traded special purpose acquisition company focused on mergers and acquisitions in the health, nutrition, fitness, wellness, and beauty sectors [3] - Btab Ecommerce Group, Inc. (Btab) operates in the e-commerce sector, providing technology and products to small businesses across Australia, Asia, the United States, and the United Kingdom [4] Business Combination Announcement - WEL and Btab announced the public filing of a registration statement on Form S-4 with the SEC, marking a significant milestone in their proposed business combination [1][2] - The filing aims to facilitate Btab's transition to a national securities exchange, such as Nasdaq or NYSE, pending regulatory approvals [2] Strategic Goals - Btab's CEO, Binson Lau, emphasized the goal of expanding Btab's platform to empower small businesses through technology-driven commerce [2] - Btab aims to expand its reach into Europe and the Americas, capitalizing on the anticipated substantial growth of e-commerce in Asia driven by increasing internet adoption and rising spending power [4] Regulatory Process - The completion of the proposed transaction is subject to regulatory approval, WEL's shareholder approval, and other customary closing conditions [2] - The Registration Statement includes a prospectus for Pubco's securities and a proxy statement for WEL's shareholders, which will be mailed once declared effective by the SEC [5][6] Future Outlook - The anticipated benefits of the business combination include enhanced market opportunities for Btab and improved access to capital for growth initiatives [9] - Btab's growth strategies may be influenced by various factors, including competition, market conditions, and the ability to manage growth effectively [10]