SnipeDesk

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.

FSHP FSHPR 8-K

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.

GLED GLED.R 8-K

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.

NOEM NOEMR 8-K

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.

LCCC LCCCR 8-K

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.

QRED QRED.R 8-K

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.

RFAM RFAMR 8-K

2025-12-01

SOUL enters BCA with SWB LLC; dual merger into Pubco; rights 1/10; ~$8.1bn equity consideration

Soulpower Acquisition Corporation filed an 8-K reporting entry into a Business Combination Agreement dated November 24, 2025 with SWB Holdings (Pubco), SAC Merger Sub Corp., SWB Merger Sub LLC, and SWB LLC (the Company). Structure is a simultaneous dual merger: SPAC Merger Sub merges into SPAC and Company Merger Sub merges into the Company, leaving both as wholly owned subsidiaries of Pubco. SPAC Class A holders receive one Pubco Class A non-voting ordinary share per SPAC Class A share. SPAC rights convert into one-tenth (1/10) of a Pubco Class A share; no fractional shares. Pubco Class V voting shares go to an affiliate of Justin Lafazan and convert into Class A. Company side consideration is 120% of a defined Company Net Asset Amount built from contributed real estate/mineral assets, the BVI banking-license purchase, and advisory equity, net of related indebtedness and cash paid for contributions. As of signing the filing states Company Net Asset Amount of approximately $6.75 billion and resulting Merger Consideration of approximately $8.1 billion, paid in Pubco ordinary shares at $10.00 per share (Class A units → Pubco Class A; Class V units → Pubco Class V). Ancillary items signed with the BCA include a Sponsor Support Agreement, lock-ups (12–42 months with specified leak-out/early-release mechanics), an Insider Letter Amendment, and an ELOC with CREO Investments LLC for up to $250 million of Pubco Class A (increasable to $5 billion by mutual agreement), plus $2.5 million of commitment shares at closing. Parties will seek PIPE financing of at least $100 million. SPAC bears transaction expenses. Trust-account waiver is in place for Company/Pubco/merger subs. Close-path: deal is now post-DA. Conditions include SPAC shareholder approval, S-4 effectiveness, exchange listing of Pubco Class A, antitrust/governmental clearances, charter restatement, and consummation of Contribution Agreements delivering at least $250 million of Company Net Asset Value. Outside date is the nine-month anniversary of signing. No termination fee. S-4/proxy has not been filed; financials delivery covenants run 60 days (9/30/25 unaudited) and to March 31, 2026 (FY2025 audited). Cash/redemption (V): the filing does not state trust balance, per-share redemption value, IPO proceeds, or any indicated redemption level. It does not quantify PIPE commitments secured, does not attach fairness-opinion conclusions beyond the Additional Contribution Agreement requirement, and does not set a record or meeting date. Rights conversion ratio is explicit at 1/10; unit separation into share plus right occurs at the Effective Time.

SOUL SOUL.R 8-K

2026-04-17

SZZL signs BCA with Trasteel; $800mm equity at $10; $75mm min cash/PIPE; rights 1/10

Sizzle Acquisition Corp. II filed an 8-K for event date April 13, 2026, reporting entry into a Business Combination Agreement with Trasteel Holding S.A., a Luxembourg company. To-be-formed Luxembourg Pubco and a Cayman Merger Sub will join by joinder. Exhibit 2.1 is the BCA; related support, lock-up, and registration-rights forms are attached. Structure is a share exchange plus merger: Pubco acquires all Company ordinary shares from the Sellers for Pubco ordinary shares; Merger Sub merges into Sizzle II, which survives as a Pubco subsidiary. Sizzle units separate pre-close; rights convert per terms; Class B converts one-for-one into Class A; each Sizzle Class A then exchanges one-for-one into Pubco ordinary shares. Sellers receive in aggregate $800,000,000 of Pubco ordinary shares valued at $10.00 per share for that purpose. Closing path (Pulse) now runs through an F-4 registration statement/proxy, Sizzle and Company shareholder approvals, Pubco board seating (7 directors: Company 5, Sizzle 1 independent, 1 mutual independent), listing on Nasdaq or NYSE American as mutually chosen, and customary regulatory clearances. Outside Date is the later of October 10, 2026 and four months after delivery of PCAOB-audited Company financials; those audits are due by July 31, 2026, with a Sizzle termination right if missed. Sponsor support, Company support, lock-ups (6 months post-close), and an insider-letter amendment are signed or in agreed form. Cash (V) is gated by a Minimum Cash Condition: Sizzle and Pubco must have at least $75,000,000 in aggregate cash and cash equivalents, counting trust proceeds after redemptions plus gross PIPE and/or bridge financing other than the permitted Bridge Debt Financing, before paying closing expenses. Parties will use reasonable best efforts for PIPE Financing of at least $75,000,000 (equity, convertible, non-redemption/backstop, or other mutually agreed forms). Company may raise up to $75 million Bridge Debt Financing from pre-LOI counterparties, separately from and not counting toward PIPE. Trust waiver from the Company side is in place. The filing does not state trust balance, redemption turnout, committed PIPE names or amounts, bridge take-up, exchange ratio economics beyond the $800mm / $10 framework, business metrics for Trasteel, or a scheduled shareholder meeting date. No closing timeline inside the Outside Date is fixed. Representations do not survive closing; no indemnification basket is provided post-close.

SZZL SZZLR 8-K

2026-05-15

QSEA signs DA with Eight Directions Technology; ~$515M pre-money; rights into 1/5 Class A

Quartzsea Acquisition Corporation filed an 8-K reporting entry into a material definitive agreement. Date of earliest event is May 13, 2026. The exhibit package includes the merger agreement, company shareholder support, sponsor support, form lock-up, form registration rights, and a press release under Item 7.01. On May 13, 2026, QSEA (Parent), Eight Directions Technology Limited (Company), principal shareholders Jeffrey & Vans Technology Inc. and Pivot Technology Holding Inc., Chengji Zhang as principal shareholders’ representative, Eight Directions Global Limited (Purchaser, wholly owned by Parent), and CUPS Sub Limited (Merger Sub, wholly owned by Purchaser) signed an Agreement and Plan of Merger. Structure is a SPAC Merger of Parent into Purchaser, followed immediately by an Acquisition Merger of Merger Sub into the Company, with the Company surviving as a wholly owned subsidiary of Purchaser. At the SPAC Merger effective time, each Parent ordinary share converts into one Purchaser Class A ordinary share; each Parent right converts into one-fifth of one Purchaser Class A ordinary share; units separate into those components. Company ordinary shares (other than excluded shares) are cancelled for Purchaser Class A or Class B ordinary shares valued at $10.00 per share, on an agreed Company pre-money equity valuation of approximately $515,000,000. Class B carries ten votes per share; Class A one vote. Post-close board is expected to be five directors (one Parent designee, four Company designees); Company officers are expected to become Purchaser officers. Closing conditions are customary: no legal prohibition, Parent and Company shareholder approvals, registration statement effectiveness, Nasdaq listing approval for Purchaser securities, bring-down reps and covenants, no MAE on Company or Parent, and completion of any Company offshore reorganization contemplated by the agreement. Parties will file a registration statement including a Parent proxy statement/prospectus. Termination includes mutual consent, certain six-month process delays (with regulatory/SEC carve-outs), and uncured breaches; specified breach/delay paths carry a $500,000 break-up fee subject to listed exceptions. Sponsor support includes a non-redeem commitment on sponsor-held Parent shares. Lock-ups at closing are expected for 180 days for specified holders. Close-path (Pulse): definitive agreement is now on file with support agreements and a stated F-4/proxy path, which advances process versus a pre-DA silence tape. Cash (V): the 8-K does not state trust balance, redemption mechanics beyond sponsor non-redeem, minimum cash, PIPE, or net cash to the combined company. The filing does not give share counts or exchange ratios beyond the $10.00 reference and ~$515,000,000 pre-money, does not name an outside date other than the six-month delay termination construct, does not quantify redemptions or cash left in trust, and does not attach target financial results—only the obligation to deliver financial statements and the later Registration Statement.

QSEA QSEAR 8-K

2026-04-09

FERA 8-K: DA with SMT Holdings via Miotal Holdco; $10bn equity at $10; 1H26 aim

Fifth Era Acquisition Corp I filed an 8-K under Item 1.01 reporting entry, as of April 7, 2026, into a Business Combination Agreement with Miotal SPAC HoldCo, Inc., PENNY Merger Sub, Inc., and SMT Holdings Limited (Abu Dhabi Global Market). Boards of FERA and the Company approved the deal. Exhibit 2.1 is the BCA; related support, lock-up, registration-rights, and share-exchange forms are filed as exhibits. A press release dated April 8, 2026 is furnished as Exhibit 99.1 under Item 7.01. Structure is a Holdco combination: Merger Sub merges into FERA, with FERA surviving as a wholly owned subsidiary of Holdco. Each FERA Class A ordinary share (after the Exercise) and each FERA Class B ordinary share converts into the right to receive one Holdco ordinary share. Company shares outstanding immediately prior to the merger effective time are exchanged for a number of Holdco ordinary shares equal to $10 billion, with each Holdco share valued at $10.00, subject to certain adjustments. All Company shareholders delivered a share exchange agreement concurrently. The Company is described as a strategic metals platform. The filing states its stockpile—ultrafine copper powder (6N), ultrafine nickel wire, and lesser amounts of other rare earth metals—is estimated at approximately $35 billion on prevailing prices, with an explicit caveat that actual value may vary substantially at sale. Holdco’s board is set at seven: Holdco CEO, one Sponsor designee (Fifth Era Acquisition Sponsor I LLC), and five Company designees. Close-path (Pulse): FERA expects close in the first half of 2026, subject to FERA and Company shareholder approvals, regulatory requirements, and customary conditions. Conditions called out include no legal restraint, effectiveness of an S-4 or F-4 registering Holdco shares, FERA shareholder approval, Nasdaq approval of the listing application, no continuing uncured Company Material Adverse Effect, and the Company having consummated the Min Stockpile Sales. Mutual termination for any reason is available; other termination rights are as set in the BCA, with post-termination liability generally limited to willful breach or fraud. Sponsor Support Agreement commits the Sponsor to appear and vote for the transaction proposals, to honor the February 27, 2025 letter agreement, and, if FERA PENNY Transaction Costs exceed $15,000,000 at closing, to cover the excess in cash or via reduction of Sponsor Holdco shares at $10.00 per share. Lock-ups and registration rights are teed up at closing. S-4/F-4 and proxy materials are not yet filed—only intended. Cash (V): The 8-K does not state trust size, redemption election mechanics or deadlines, a minimum-cash closing condition, PIPE/backstop amounts, or net cash to the combined company after redemptions and transaction costs. Rights remain as registered: each right entitles the holder to one-tenth (1/10) of one Class A ordinary share upon consummation of the initial business combination, so equity outcome still hinges on close versus redeem-for-cash if the deal fails or is delayed past the SPAC’s life. What the filing does not say: economics of Min Stockpile Sales, adjustment formulas to the $10 billion exchange, full termination triggers and drop-dead date, sponsor promote/vesting beyond the cost-cap mechanic, dilution waterfall, and any quantified redemption sensitivity. Representations are contractual and schedule-qualified; investors are directed not to treat them as factual characterizations.

FERA FERAR 8-K

2026-01-23

EGHA signs BCA with Hecate Energy; Up-C, $1.2B less net debt, $50M cash floor, 3Q26 target

EGH Acquisition Corp. filed an 8-K for a Business Combination Agreement dated January 21, 2026 with Hecate Energy Group, LLC and Hecate Holdings LLC. Exhibit 2.1 is the BCA; Sponsor and Parent lock-up/support agreements and a furnished press release (Ex. 99.1) are attached. Structure is Up-C. Sequence covers EGHA shareholder redemptions; Class B-to-A conversion; public/private unit separation with rights settling in multiples of ten; optional conversion of up to $1.5 million of EGHA convertible notes into private units at $10.00 per unit; and Cayman-to-Delaware domestication with a Hecate-chosen name change. EGHA contributes assets for Hecate units equal to post-close Class A count; Parent interests become Parent Hecate Units sized to $1,200,000,000 less Hecate net indebtedness at the EGHA redemption price, with matching Class V shares issued to Parent. Close-path (Pulse): S-4 effectiveness, EGHA shareholder approval, post-close Class A listing on NYSE, NYSE American, Nasdaq GSM/GM or the Texas Stock Exchange, and customary bring-down/MAE conditions. Outside date is May 11, 2027. Filing states expected close in the third quarter of 2026 subject to those items. Post-close board is seven seats—six Hecate designees, one Sponsor—with majority independence and three audit-committee-qualified Hecate seats. Cash (V): trust proceeds after redemptions and EGHA expenses must be at least $50.0 million; Hecate may terminate if post-redemption trust cash is below that floor. Sponsor At-Risk Shares tied to 5,000,000 Class B: 80% vest at close if Cash Value is $50 million or more; if under, none vest at close and the unvested half/half Tranches B and C price-vest on $12 and $13 VWAP (20 of 30 trading days) through the fourth anniversary, with Form 4 sale and change-of-control accelerators; residual forfeits at year four. No PIPE, backstop, or other committed financing amount appears in the filing text. Rights (EGHAR) convert in multiples of ten into Class A in the domestication, matching the listed one-tenth entitlement. Incentive plan initial reserve is 10% of post-close Class A. TRA pays Parent 85% of realized net tax benefits on unit exchanges. Sponsor support includes vote-for and Class B anti-dilution waiver; Sponsor and Parent lock-ups run one year with 10% releasable after six months and an additional 5% after nine months. Filing does not state trust cash, share count, expected redemptions, Hecate net indebtedness, financials, post-close ticker/name, or any PIPE terms. S-4 is not yet filed; no record or meeting date is set. Ex. 99.1 is furnished under Item 7.01 only.

EGHA EGHAR 8-K