Core Viewpoint - Abacus Global Management, Inc. has initiated an exchange offer and consent solicitation to simplify its capital structure and mitigate the potential dilutive impact of outstanding warrants [1][2]. Group 1: Exchange Offer Details - The company is offering 0.23 shares of common stock for each warrant tendered, with a total of up to 4,743,381 shares available for exchange [2]. - The offering period will last until July 29, 2025, with the possibility of extension [2]. - Holders can withdraw their tendered warrants at any time before the expiration date [2]. Group 2: Consent Solicitation - The company is soliciting consents to amend the warrant agreement, allowing for an exchange ratio of 0.207 shares per warrant, which is 10% less than the current offer [3]. - Approximately 25% of public warrants and 94% of private placement warrants have agreed to participate in the offer and consent to the amendment [3]. - An additional 25% consent from public warrant holders is needed for the amendment to be adopted [3]. Group 3: Current Capital Structure - As of June 30, 2025, there are 97,867,821 shares of common stock and 20,623,395 warrants outstanding [5]. - If all warrants are exchanged, the total shares outstanding would increase to 102,611,202, representing a 5% increase, with no warrants remaining [5]. Group 4: Regulatory Information - The offer and consent solicitation are conducted under a prospectus and Schedule TO filed with the SEC [4]. - D.F. King & Co., Inc. is the information agent, while Continental Stock Transfer & Trust Company serves as the exchange agent [6].

As filed with the U.S. Securities and Exchange Commission on October 18, 2024. Registration No. 333-281593 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________________________________ AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _____________________________________ FACT II Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) _____________________________________ | Cayman Islands | 6770 | N/A | | --- | --- | --- | | ...

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on August 1, 2024 Registration No. 333-279770 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CONX CORP. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) 6510 (Primary Standard Industrial Classification Code Number) 85-2728630 (I.R.S. Employer Identificatio ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1 (Amendment No. 4) REGISTRATION STATEMENT Under The Securities Act of 1933 HNR Acquisition Corp (Exact name of Registrant as specified in its charter) Delaware 1311 85-4359124 (State or other jurisdiction of (Primary Standard Industrial (IRS Employer incorporation or organization) Classification Code Number) Identification No.) 3730 Kirby Drive, Suite 1200 Houston, TX (713) 834-1145 (Address, including zip code, and telephone nu ...

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on July 12, 2024 Registration No. 333-279770 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Jason Kiser Chief Executive Officer 5701 S. Santa Fe Dr. Littleton, CO 80120 Telephone: (303) 472-1542 THE SECURITIES ACT OF 1933 CONX CORP. (Exact name of ...

As filed with the Securities and Exchange Commission on June 5, 2024 No. 333-278710 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 __________________________________ MOBIX LABS, INC. (Exact name of registrant as specified in its charter) __________________________________ | Delaware | 3674 | 98-1591717 | | --- | --- | --- | | (State or other jurisdiction of | (Prima ...

As filed with the Securities and Exchange Commission on June 5, 2024 No. 333-278710 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 __________________________________ MOBIX LABS, INC. (Exact name of registrant as specified in its charter) __________________________________ | Delaware | 3674 | 98-1591717 | | --- | --- | --- | | (State or other jurisdiction of | (Prima ...

Table of Contents As filed with the Securities and Exchange Commission on May 28, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CONX CORP. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Nevada 6510 85-2728630 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification No.) 5701 S. Santa Fe Dr. ...

As filed with the Securities and Exchange Commission on February 14, 2024 Registration No. 333-276590 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 _____________________ Envoy Medical, Inc. (Exact name of registrant as specified in its charter) _____________________ (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code N ...

Table of Contents As filed with the Securities and Exchange Commission on February 5, 2024 Registration No. 333-276307 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 (Amendment No. 1) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Banzai International, Inc. (Exact Name of Registrant as Specified in its Charter) (State or Other Jurisdiction of Incorporation or Organization) Delaware 7372 85-3118980 (Primary Standard Industrial Classification Code No.) (I.R.S. Employ ...