US Merger & Acquisition SEC Filings — May 06, 2026

06-05-2026

Plutonian Acquisition Corp II consummated its initial public offering (IPO) on April 29, 2026, selling 10,000,000 units at $10.00 per unit for gross proceeds of $100,000,000. Simultaneously, the company completed a private placement of 210,000 units to Plutonian Capital II LLC at $10.00 per unit, generating $2,100,000 in proceeds. An audited balance sheet reflecting these transactions is included as Exhibit 99.1.

• ·Each unit consists of one Class A ordinary share ($0.0001 par value) and one right entitling holder to 1/4 Class A ordinary share upon initial business combination.
• ·Securities traded on NYSE: PLUNU (units), PLUN (Class A shares), PLUNR (rights).
• ·Event date: April 29, 2026; Filing date: May 6, 2026.

06-05-2026

Quantum Leap Acquisition Corp, a blank check company targeting AI, quantum computing, and blockchain sectors, announced the pricing of its $200 million initial public offering of 20,000,000 units at $10.00 per unit, with trading expected to begin on NYSE under 'QLEPU' on May 1, 2026, and closing on May 4, 2026. Underwriters A.G.P./Alliance Global Partners received a 45-day option to purchase up to 3,000,000 additional units. The IPO includes one Class A ordinary share and one redeemable warrant per unit, exercisable at $11.50 per share.

• ·Units expected to separate trade with ordinary shares under 'QLEP' and warrants under 'QLEPW'.
• ·Excludes pursuit of targets in China, Hong Kong, Taiwan, and Macau.
• ·Registration statement File No. 333-293359 declared effective April 30, 2026.
• ·Leadership team has more than six decades of collective experience in relevant sectors.

06-05-2026

Broadwind announced the sale of its Abilene, Texas facility to IES Infrastructure for up to $19.5 million in cash and non-cash consideration, marking a strategic exit from the wind tower manufacturing market following the prior Manitowoc sale. This pivot positions the company as a pure-play precision manufacturer focused on power generation and critical infrastructure, retaining its PRS business and planning to redeploy proceeds into growth opportunities while leveraging $300 million in NOL carryforwards. However, the company withdrew its full-year 2026 financial guidance due to the transaction, introducing uncertainty, and the Abilene wind operations generated $56.3 million in revenue and $9.7 million in Adjusted EBITDA in 2025 excluding PRS.

• ·Agreement dated April 30, 2026; short-term lease ends September 5, 2026
• ·Earnings conference call scheduled for May 12, 2026
• ·2026 financial guidance originally issued March 11, 2026, now withdrawn
• ·Wind revenue historically concentrated with one large OEM customer
• ·Adjusted EBITDA reconciliation: 2025 Net Income $5,403K + Interest $1,036K + Depreciation $2,875K + Share-based comp $352K = $9,666K

06-05-2026

Future Vision II Acquisition Corp. received a Nasdaq notice on May 5, 2026, stating non-compliance with the minimum public holders requirement under Listing Rule 5550(a)(3) for continued listing on the Nasdaq Capital Market. The notice provides 45 days until June 22, 2026, to submit a compliance plan, with a possible 180-day extension if accepted, but offers no assurance of regaining or maintaining compliance. The Company is evaluating options but faces delisting risk with no immediate impact on trading.

• ·Nasdaq Listing Rule 5550(a)(3) is the specific rule violated.
• ·Principal executive offices: Xiandai Tongxin Building 201 Xin Jinqiao Road, Rm 302, Pudong New District, Shanghai, China.
• ·Registrant telephone: + (86) 136 0300 0540.
• ·Emerging growth company: Yes.

06-05-2026

908 Devices Inc. reported Q1 2026 revenue of $13.4 million, up 14% YoY, driven by mass spec product growth and FTIR mix shift, with GAAP gross margin expanding 400 basis points to 51% (adjusted 57%) and recurring revenue at 30% of total. The company acquired NIRLAB AG to bolster narcotics detection and recurring subscriptions, while raising FY2026 revenue guidance to $67.0-70.0 million (19-25% growth over 2025). However, net loss from continuing operations widened to $12.0 million from $9.8 million YoY, due to $19.8 million operating expenses (up from $16.6 million), including a $6.4 million increase in fair value of contingent consideration.

• ·OEM and funded partnership revenue flat at $0.6 million YoY.
• ·Cash consumption less than $1.5 million in Q1 2026.
• ·Conference call scheduled for May 6, 2026 at 8:30 am ET.

06-05-2026

On May 6, 2026, Blue Water Acquisition Corp. IV announced that, on or about May 11, 2026, holders of its units (BWIV.U) may elect to separately trade the underlying Class A ordinary shares (BWIV) and warrants (BWIV.WS) on the NYSE. Units not separated will continue trading under BWIV.U. Holders must contact the transfer agent, Continental Stock Transfer & Trust Company, to separate units.

• ·Registrant incorporated in Cayman Islands, Commission File Number 001-43204.
• ·Principal executive offices: 15 E. Putnam Avenue Suite 363, Greenwich, CT 06830; Telephone: (203) 489-2110.
• ·Emerging growth company status: Yes.

06-05-2026

GP-Act III Acquisition Corp. adjourned its extraordinary general meeting from May 6, 2026, to May 12, 2026, after shareholders approved the Adjournment Proposal with 21,424,593 votes in favor versus 8,064,137 against and 1,000 abstentions, with 82.06% of 35,937,500 shares represented. The adjournment facilitates further proxy solicitation for the Extension Amendment Proposal and Trust Amendment Proposal to extend the business combination deadline from May 13, 2026, to November 13, 2026, while significant opposition votes highlight shareholder division. The company is also allowing shareholders to reverse prior redemption requests ahead of the adjourned meeting.

• ·Record date for meeting: March 24, 2026
• ·Proxy statement filed with SEC: March 30, 2026
• ·Redemption reversal deadline: 9:00 a.m. ET on May 12, 2026 via spacredemptions@continentalstock.com
• ·Adjourned meeting access: https://www.cstproxy.com/gp-act3/2026 or phone 1-800-450-7155 (US/Canada) / +1-857-999-9155 (international), ID 7686293#
• ·In-person location: Skadden, Arps offices in São Paulo, Brazil

06-05-2026

Ascent Industries Co. reported Q1 2026 net sales from continuing operations of $19.4 million, up 9.0% YoY from $17.8 million, driven by higher volumes and selling prices. However, gross profit declined 8.3% to $2.8 million with margin contracting 272bps to 14.5%, and Adjusted EBITDA worsened to a $1.0 million loss from $0.5 million due to manufacturing variances and onboarding inefficiencies. Net loss from continuing operations improved slightly to $2.0 million ($0.21 per share) from $2.2 million ($0.22 per share), with strong liquidity at $47.8 million cash, no revolver debt, and $3.9 million used for share repurchases representing 3.2% of outstanding shares.

• ·Revolver availability of $14.2 million as of March 31, 2026 with no debt outstanding.
• ·Share repurchases at average cost of $12.92 per share, representing 3.2% of outstanding shares.
• ·Specialty Chemicals Adjusted EBITDA margin -5.9% in Q1 2026 vs 11.0% in Q1 2025.
• ·Cash decreased from $57.6 million at Dec 31, 2025 to $47.8 million at March 31, 2026.

06-05-2026

Calisa Acquisition Corp entered into a Subscription Agreement on April 30, 2026, with an accredited investor to issue 100,000 Class A ordinary shares at $10.00 per share for $1 million in gross proceeds, immediately prior to and contingent upon the consummation of its previously announced merger with Goodvision AI Inc. This supports the ongoing business combination initially agreed on March 6, 2026, but closing is subject to conditions including merger completion and representations/warranties. The filing highlights significant risks such as potential failure to close the merger, high redemptions by public shareholders, and other uncertainties that could prevent realization of benefits.

• ·Subscription Agreement closing conditioned on substantially concurrent Merger consummation and accuracy of Goodvision's representations/warranties.
• ·Shares offered under Section 4(a)(2) exemption, Regulation S and/or Regulation D.
• ·Accompanying Registration Rights Agreement provides certain registration rights to the Investor.

06-05-2026

On May 1, 2026, Nuveen Churchill Private Capital Income Fund completed its acquisition of substantially all assets of Nuveen Churchill BDC V for a purchase price of $346,954,197, equal to BDC V's net asset value as of April 29, 2026. The Fund assumed $511,000,000 of BDC V’s indebtedness under its credit facility and funded the purchase price with $337,313,101 of borrowings under credit facilities with Bank of America and the Bank of Nova Scotia, with $9,641,096 settled on a net basis. The transaction was approved by both boards, including independent trustees, and BDC V shareholders on April 30, 2026.

• ·Purchase and Sale Agreement dated April 1, 2026
• ·Transaction approved by Fund Board and BDC V Board, including all non-interested trustees, consistent with Rule 17a-8 under 1940 Act
• ·BDC V shareholders approved transaction at virtual meeting on April 30, 2026
• ·Fund and BDC V are affiliated BDCs externally managed by related entities controlled by Nuveen, LLC
• ·Financial statements and supplemental disclosure under Rule 6-11 of Regulation S-X to be filed as amendment to this 8-K

06-05-2026

Nuveen Churchill BDC V completed the sale of substantially all its assets to affiliated Nuveen Churchill Private Capital Income Fund (PCAP) on May 1, 2026, for a purchase price of $346,954,197 equal to the Fund's net asset value as of April 29, 2026, with PCAP assuming $511,000,000 of the Fund's indebtedness. The transaction, approved unanimously by the Fund Board, PCAP Board, and all 13,479,560 shareholders at a special meeting on April 30, 2026, was funded by PCAP with $337,313,101 in borrowings from Bank of America and Bank of Nova Scotia, with $9,641,096 settled on a net basis. No performance declines or flat metrics were reported in this asset disposition filing.

• ·Purchase Agreement dated April 1, 2026; transaction effective May 1, 2026 following shareholder meeting on April 30, 2026
• ·Boards of both Fund and PCAP approved transaction consistent with Rule 17a-8 under 1940 Act, including all independent trustees
• ·Fund shareholders also approved withdrawal of BDC election under 1940 Act
• ·Fund and PCAP are externally managed affiliates controlled by Nuveen, LLC

06-05-2026

On May 5, 2026, Ashley Zumwalt-Forbes resigned as Chief Operating Officer and Director of Evolution Global Acquisition Corp, effective immediately, with no disagreement on any matter relating to the Company’s operations, policies, or practices. On May 6, 2026, the Company appointed Michael Bloom as an independent director, effective immediately, to serve on the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee. Mr. Bloom, founder and Managing Director of Present Capital, has prior experience at Traba, Inc., Aperture Investors, and LHC Capital.

• ·Michael Bloom is age 33 and holds a Bachelor of Commerce from the University of Sydney.
• ·The Board qualified Mr. Bloom based on his capital-allocation experience, operating background, private business acquisition engagement, and focus on AI and process automation.

06-05-2026

Eureka Acquisition Corp issued an interest-free promissory note for US$150,000 to Marine Thinking Inc. on May 4, 2026, to fund operations until consummation of a business combination or maturity. The note is convertible into private units at $10.00 per unit and includes standard events of default and repayment from non-trust funds if no business combination occurs. No performance metrics or period comparisons are provided.

• ·Note dated May 4, 2026; filing date May 6, 2026.
• ·Conversion notice required at least two business days prior to business combination closing.
• ·No interest unless overdue; payable only from non-trust account funds if no business combination.
• ·Governed by New York law; Prospectus File No. 333-277780.

06-05-2026

Brookfield Asset Management completed its acquisition of Peakstone Realty Trust on May 6, 2026, in an all-cash transaction valued at approximately $1.2 billion, with Peakstone shareholders receiving $21.00 per share. Peakstone's shares ceased trading on the NYSE, and the company became privately held, with its portfolio of over 70 industrial assets, including industrial outdoor storage and traditional industrial properties, integrated into Brookfield’s global logistics platform. The deal strengthens Brookfield’s industrial real estate exposure, though it results in Peakstone's delisting and privatization.

• ·Advisors to Brookfield: Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC (financial); Gibson, Dunn & Crutcher LLP, Thompson Hine LLP (legal).
• ·Advisors to Peakstone: BofA Securities, Inc. (exclusive financial); Latham & Watkins LLP, O’Melveny & Myers LLP, Hogan Lovells US LLP (legal).

06-05-2026

Legato Merger Corp. III adopted special resolutions to amend its Amended and Restated Memorandum and Articles of Association, extending the Business Combination deadline from May 8, 2026, to up to August 8, 2026, through monthly extensions funded by $0.03 per Public Share contributions deposited into the Trust Account by Insiders, including Einride AB or designees. The amendments also update redemption rights for Public Shares in case of amendments or failure to complete the Business Combination by the Extended Date, maintaining protections for public shareholders. No financial declines or flat metrics reported.

• ·Amendments replace Articles 48.7 and 48.8 entirely.
• ·Extensions require Resolution of Directors and contributions for each month used.
• ·Liquidation process triggered if no Business Combination by Extended Date, with redemption at Trust Account value per Public Share.