Sit
They take a chair.
Listed rights walk into four rooms — Pre-DA, Post-DA, S-4, Effective. Last known numbers are already on the card.
SnipeDesk
Sit. Write. Snipe the edge.
The floor
What you are looking at
Write
Then they ink the tape.
1/n from the filing. Last, fair, edge from the print. Some are faster. We never guess 1/10.
Cash hours, it moves.
After hours, last sale is the tape. During the session, a new print rewrites the row. You sit the bid. We don't fire it.
Journal
What the filing said
When the desk reads an 8-K, S-1, or S-4, the note is the article — close-path versus cash, no press-release voice. The picture is the header for that kind of print.
2024-10-23
FSHPU: Entry into Merger Agreement with GRT; 1 Share Per Share
The registrant filed this Current Report on Form 8-K on October 23, 2024, announcing the entry into an Agreement and Plan of Merger dated October 21, 2024, with Great Rich Technologies Limited, a Hong Kong public limited company, and GRT Merger Star Limited, a Cayman Islands wholly-owned subsidiary. Under the Merger Agreement, Flag Ship Acquisition Corporation will merge with and into GRT Merger Star Limited, with the latter surviving as a wholly-owned subsidiary of GRT. The transaction is subject to shareholder approvals from both parties and other closing conditions, including regulatory approvals from Nasdaq and the China Securities Regulatory Commission, the absence of any injunctions, and the maintenance of at least $10,000,000 in available liquidity at closing. Each outstanding Company Share will be exchanged for one Parent Ordinary Share, payable in Parent ADSs. Each Company Right, which entitles the holder to one-tenth of one Company Share upon a business combination, will receive the Rights Merger Consideration equal to the product of the Per Share Merger Consideration, the number of Company Shares the holder would have received, and the ADS Exchange Rate of one Parent Ordinary Share per one Parent ADS, rounded down to the nearest whole number. The Merger Agreement includes representations and warranties on corporate matters, financial condition, and operations; covenants regarding ordinary course business conduct, access to records, confidentiality, and regulatory approvals; and provisions for surviving indemnification obligations for directors, officers, and employees. The filing does not address any potential cash consideration or shareholder redemption rights, nor does it provide details on the business, operations, or financial condition of GRT. The filing does not disclose any specific liquidity levels, trust account balances, or other SPAC-specific matters beyond the general $10,000,000 available liquidity condition at closing.
2026-05-01
GLED 8-K: DA with Rongcheng Group; $350mm pre-money / 35mm sh @ $10; rights 1/4
GalaxyEdge Acquisition Corporation (GLED) filed an 8-K dated May 1, 2026 under Item 1.01 reporting entry into an Agreement and Plan of Merger. Counterparties are Rongcheng Group Limited (Company), a Principal Shareholder, Chen Li as Principal Shareholder representative, Rongcheng Global Limited (Purchaser, wholly owned by Parent), and GLED Merger Sub Ltd. (Merger Sub, wholly owned by Purchaser). Exhibit 2.1 is the Merger Agreement; related support, lock-up, and registration-rights forms are Exhibits 10.1–10.4. A press release is furnished as Exhibit 99.1 under Item 7.01 (not “filed”). Structure is dual-track: (i) SPAC Merger—Parent merges into Purchaser, Purchaser surviving; (ii) concurrent Acquisition Merger—Merger Sub merges into the Company, Company surviving as a wholly owned Purchaser subsidiary. At SPAC Merger effective time, each Parent ordinary share converts one-for-one into a Purchaser Class A ordinary share and each Parent right converts into one Purchaser right. At Acquisition Merger effective time, Company ordinary shares (other than excluded shares) are cancelled for the right to receive a portion of 35,000,000 Purchaser ordinary shares valued at $10.00 per share, on an agreed Company pre-money equity valuation of $350,000,000. Post-close governance stated in the filing: Purchaser board expected at five directors (one Parent designee, four Company designees), subject to NYSE/Nasdaq requirements; Company officers expected to become Purchaser officers. Ancillary packages include a Company Shareholder Support Agreement (vote for the deal), a Sponsor Support Agreement (vote for; vote against impeding proposals; no redemption of Sponsor-held Parent shares; transfer restrictions), form lock-ups at closing (certain Company holders, Sponsor Equinox Capital Solutions Limited, and others; 180 days from closing, customary exceptions), and an amended and restated registration rights agreement (demand, piggyback, shelf). Closing conditions listed as customary: no legal prohibition; Parent and Company shareholder approvals; registration statement declared effective; Purchaser securities approved for NYSE listing; bring-down of reps/warranties and covenants; no MAE on Company or Parent; and completion of the Company’s contemplated internal offshore reorganization. Covenants include joint prep/filing of a registration statement with Parent proxy statement/prospectus, reasonable best efforts on approvals, listing maintenance, Company financials delivery, lock-ups, ODI filings if applicable, and Company shareholder approval. Termination is mutual consent, outside date (not numerically stated in the 8-K narrative), final non-appealable governmental block, uncured breach, or failed shareholder votes. Reps generally do not survive closing except fraud. Close-path (Pulse): signing moves the name from pre-DA into a defined DA workstream—F-4/registration statement plus proxy, dual shareholder votes, listing approval, and the offshore reorganization must clear before close. Sponsor non-redemption and support voting firm up sponsor-side alignment but do not remove public redemption optionality at the Parent vote. Cash (V): the 8-K does not state trust balance, redemption election figures, minimum-cash or maximum-redemption thresholds, PIPE/backstop amounts, or net cash to the combined company. Consideration to Company holders is stock-denominated (35mm shares / $350mm pre-money at $10.00); no cash merger consideration to Company equity is described in the summary. Rights economics per the cover and deal mechanics: Parent units include one right to receive one-fourth (1/4) of one ordinary share (GLEDR); rights roll into Purchaser rights and are treated per the Merger Agreement. Conversion ratio implied by the registered right is 1/4 share per right (n = 4). The filing does not give an outside-date calendar day, does not name the Principal Shareholder, does not detail Company business metrics beyond deal terms, does not quantify regulatory (including PRC) approval paths beyond risk language, and does not attach full schedules (omitted under Item 601(b)(2)). Investors are pointed to the forthcoming Form F-4 registration statement/proxy for full terms.
2026-07-17
NOEM 8-K: non-binding LOI for initial business combination; press release furnished under 7.01
CO2 Energy Transition Corp. (NOEM) filed an 8-K dated July 17, 2026 under Item 7.01 (Regulation FD Disclosure). The company states it issued a press release the same day announcing that it had entered into a non-binding letter of intent with respect to an initial business combination. The press release is furnished as Exhibit 99.1. No counterparty, economics, structure, timeline, or other deal terms appear in the 8-K body. The filing does not attach or reproduce the LOI text. Close-path (Pulse): a non-binding LOI is an early process marker only. It does not create a definitive path to close, does not start S-4/proxy mechanics, and does not bind either side to a transaction. Cash (V): the filing is silent on trust value, redemptions, extensions, or any cash/consideration terms. No change to cash identity is stated. What the filing does not say: target identity, binding commitments, outside date, valuation, PIPE or financing, shareholder vote timing, or any conversion or redemption detail. Item 9.01 lists Exhibit 99 (press release) and the cover IXBRL exhibit only.
2026-05-26
LCCC signs DA with CPRO; $185mm all-stock; rights 1/6 into Purchaser at close
Lakeshore Acquisition III Corp. filed an 8-K reporting entry into a merger agreement dated May 22, 2026 with CPRO Electronics Holding Limited (BVI), CPRO Electronics Co., Ltd. (South Korea), CPRO Holding Limited (Cayman Purchaser), and LCCC Merger Sub Inc. A joint press release is furnished as Exhibit 99.1; the Merger Agreement is Exhibit 2.1. Structure is a reincorporation merger of Parent into Purchaser, then an acquisition merger of Merger Sub into CPRO, with CPRO surviving as a wholly owned BVI sub of Purchaser. Aggregate base consideration to CPRO shareholders is US$185,000,000, paid entirely in newly issued Purchaser ordinary shares valued at $10.00. Base price steps down dollar-for-dollar if Target Group indebtedness immediately pre-close exceeds US$26,000,000. No fractional Purchaser shares; fractions round down. At reincorporation, units separate; each Parent ordinary share becomes one Purchaser ordinary share; each Parent right becomes a right to receive one-sixth of one Purchaser ordinary share at Closing. Units are disclosed as one ordinary share plus one right to one-sixth of one ordinary share (LCCCU / LCCC / LCCCR). Closing conditions are SPAC-standard: shareholder approvals, no injunction, F-4 effective, Nasdaq listing of Purchaser shares, plus target-side items including CPRO Korea reorganization, key-person employment agreements, and disclosure schedules. Outside date is the earlier of December 31, 2027 and start of Parent liquidation. Parties covenant commercially reasonable best efforts on a PIPE; no committed PIPE size is stated. At close, Purchaser may repurchase from Sponsor founder shares equal to 20% of Parent Closing Cash / $10.00, capped at 200,000 shares at $10.00. Support: Sponsor (RedOne Investment Limited) and certain CPRO holders signed a voting and support agreement. Forms of registration-rights and lock-up agreements are attached for execution at close (Sponsor/minority 180 days; larger holders 12 months, with a minority-release cap). Close-path (Pulse): definitive agreement is on file, support locked, long outside date, and an F-4/proxy path is covenanted—constructive for deal process versus a pre-DA silence tape. Cash (V): consideration is all-stock to sellers; trust cash still turns on redemptions and any PIPE that is not yet quantified; sponsor repurchase scales with Parent Closing Cash but does not add primary proceeds. Filing does not state trust balance, redemption outlook, PIPE amount or investors, CPRO financials beyond the $185mm / $26mm debt framework, a targeted close date, or that the F-4 has been filed. Termination and MAE mechanics are customary; schedules to the merger agreement are omitted from the exhibit.
2026-06-09
QRED signs DA with Robseek Intelligence; $1.0B pre-money / 100M sh @ $10; rights roll into Purchaser
QuasarEdge Acquisition Corporation (QRED) filed an 8-K for event date June 9, 2026, reporting entry into an Agreement and Plan of Merger with Robseek Intelligence Inc. (the Company), Robseek Limited as Principal Shareholder, Meng Tang as Principal Shareholder’s Representative, Robseek Inc. as Purchaser (a wholly owned subsidiary of Parent), and QRED Merger Sub Ltd. as Merger Sub (a wholly owned subsidiary of Purchaser). Exhibit 2.1 is the Merger Agreement; related support, lock-up, and registration-rights forms are attached. A press release is furnished under Item 7.01 as Exhibit 99.1. Structure is two-step: (i) Parent merges into Purchaser, with Purchaser surviving (SPAC Merger); (ii) immediately after, Merger Sub merges into the Company, with the Company surviving as a wholly owned subsidiary of Purchaser (Acquisition Merger). At the SPAC Merger effective time, each issued Parent ordinary share converts into one Purchaser Class A ordinary share, and each issued Parent right converts into one Purchaser right. At the Acquisition Merger effective time, each issued Company ordinary share (other than excluded shares) is cancelled for the right to receive its portion of 100,000,000 Purchaser ordinary shares, valued at $10.00 per share, on an agreed Company pre-money equity valuation of $1,000,000,000, allocated per the Merger Agreement. Post-close board of Purchaser is expected to be seven directors—one designated by Parent, six by the Company—subject to NYSE or Nasdaq requirements. Company officers are expected to become Purchaser officers. Ancillary packages signed or contemplated at signing/closing include a Company Shareholder Support Agreement (vote for the deal), a Sponsor Support Agreement (sponsor vote for the deal, vote against impeding proposals, no redemption of sponsor-held Parent shares, transfer restrictions), form lock-ups (certain Company holders, Sponsor Aspira Capital Consulting LTD, and others; 180 days from closing, customary exceptions), and an amended and restated registration rights agreement (demand, piggyback, shelf). Closing conditions are customary: no legal prohibition; Parent and Company shareholder approvals; registration statement declared effective; Purchaser securities approved for Nasdaq or NYSE listing; bring-down of reps/warranties and covenants; no MAE on Company or Parent; and completion of the Company’s internal offshore reorganization as contemplated. Parties will prepare and file a registration statement (described as Form F-4) including a proxy statement/prospectus. Termination rights are mutual consent, outside-date failure (date not stated in the 8-K body), final non-appealable governmental order, uncured breach, and failure to obtain required shareholder approvals. Reps generally do not survive closing except for fraud. Close-path (Pulse): definitive agreement plus sponsor non-redemption and company-side support voting improve path definition versus a pre-DA blank. Next mechanical gates are F-4 effectiveness, exchange listing approval, shareholder votes, and the offshore reorg. Cash (V): the 8-K does not state trust balance, redemption mechanics beyond sponsor’s agreement not to redeem its shares, PIPE/backstop size, or minimum-cash conditions. Public rights remain 1/4 share economics and, per the deal, roll one-for-one into Purchaser rights rather than being cashed out in the SPAC Merger step. The filing does not give the outside date, trust or net-cash figures, PIPE or other financing terms, redemption estimates, the specific share allocation among Company holders, lock-up party lists beyond the categories named, or a timetable to mailing/effectiveness. Full terms are qualified by Exhibit 2.1 and the other exhibits.
2026-07-10
RFAC III signs BCA with HCC Healthcare; $500mm equity value; rights 1/10 into co shares
RF Acquisition Corp III filed an 8-K for event date July 9, 2026, reporting entry into a Business Combination Agreement with HCC Healthcare Pte. Ltd. (Singapore) and HCC Merger Sub Limited, a Cayman wholly owned subsidiary of HCC Healthcare. Boards of RFAC III, HCC Healthcare, and Merger Sub approved the deal. A joint press release is furnished as Exhibit 99.1; the BCA is Exhibit 2.1. Structure: immediately before Closing, HCC Healthcare will recapitalize so each Company Ordinary Share is valued at $10.00 on a $500,000,000 fully diluted equity value. RFAC III then merges into Merger Sub, with Merger Sub surviving as a direct wholly owned subsidiary of HCC Healthcare (HCC Healthcare as parent issuer). Consideration: each issued RFAC III ordinary share cancels into one newly issued Company Ordinary Share per the BCA; each outstanding RFAC III right ceases and exchanges for one-tenth (1/10) of one Company Ordinary Share; Merger Sub shares remain outstanding under HCC Healthcare. Post-close board is seven directors—six designated by HCC Healthcare, one by Alfa 30 Limited (Founder). Ancillary agreements signed concurrently: Company Holders’ Support and Lock-Up (vote for deal; lock-up up to six months post-Closing for certain holders); Founder’s Support and Lock-Up (Alfa 30 Limited vote/quorum and up to six-month lock-up on merger shares); form Registration Rights Agreement at Closing with Founder, EarlyBirdCapital, founder equityholders, and certain HCC holders (F-1/F-3 resale, demand/piggyback). Close-path (Pulse): path is open but conditional—Registration Statement (intended Form F-4) effective, RFAC III and HCC shareholder approvals, Company Ordinary Shares approved for Nasdaq or NYSE listing, bring-down reps/covenants, no MAE, no legal prohibition. Outside date mechanics include Closing not occurred by 270 days after BCA date (RFAC III termination right, subject to its material breach) and HCC shareholder approval within 35 business days after F-4 effectiveness. Cash (V): filing does not state trust balance, redemption tender figures, PIPE/backstop size, or a quantified minimum-cash closing condition; redemptions remain a stated risk factor only. What the filing does not say: no definitive close date, no named successor ticker, no audited target financials in the 8-K body, no sponsor promote waiver economics beyond lock-up/support, and no quantification of expected cash to the combined company after redemptions. Parties intend to file the F-4 proxy/prospectus; until effectiveness and the shareholder vote, the deal is announced DA only.