secwatch / observer

M&A Transactions

Mergers, acquisitions, and dispositions disclosed under 8-K Items 2.01/5.01.

8-K items 2.01, 5.01 JSON
BFST Business First Bancshares, Inc.

Business First Bancshares, Inc. completed an acquisition involving Progressive Bancorp, Inc. for approximately 3,197,185 shares of BFST common stock (closed 2026-01-01).

“stock underlying such Progressive restricted stock award, without interest. The total aggregate consideration delivered to holders of Progressive common stock was approximately 3,197,185 shares of BFST common stock. The issuance of shares of BFST common stock in connection with the Merger was registered under the Securities Act of 1933, as amended (the “Securities”
NGVT Ingevity Corp

Ingevity Corp completed a disposition involving Mainstream Pine Products, LLC (closed 2026-01-01).

“On January 1, 2026, Ingevity Corporation, a Delaware corporation (“Ingevity”), completed the transaction (the “Transaction”) previously disclosed in its Current Report on Form 8-K filed by Ingevity with the Securities and Exchange Commission (“SEC”) on September 4, 2025 (the “Previous Form 8-K”).”
NCRA NOCERA, INC.

NOCERA, INC. completed an acquisition involving LONGWOOL for $400,000 (closed 2026-01-01).

“On January 1, 2026, the Company completed the closing of the transaction contemplated by the Stock Purchase Agreement. Upon closing, the Company paid the purchase price of $400,000 and acquired 35% of the outstanding equity of LONGWOOL.”
NCRA NOCERA, INC.

NOCERA, INC. completed a disposition involving Yinuo Investment Consulting Co., Limited for $420,000 (closed 2026-01-01).

“On January 1, 2026, the Company completed the closing of the transaction contemplated by the Equity Transfer Agreement. Upon closing, the Company received the full purchase price of $420,000 and transferred 80% of its variable interest entity equity interests in Meixin to the Buyer.”
Tectonic Financial, Inc.

Tectonic Financial, Inc. completed a disposition involving TA Continuing Shareholders for $35 million in cash proceeds (closed 2026-01-05).

“Texas limited liability company (“Spinco”), and certain equity owners (the “TA Continuing Shareholders”) of Cain Watters & Associates, LLC (“Cain Watters”), pursuant to which Spinco was separated from the Company and distributed”
TPET Trio Petroleum Corp

Trio Petroleum Corp completed an acquisition involving Novacor Exploration Ltd. for CD$1 Million (US$730,300 based on the applicable exchange rate to U.S. Dollars) (closed 2025-12-30).

“being assumed (collectively, the “Liabilities” and such acquisition of the Assets and assumption of the Liabilities together, the “Transaction”) for a total purchase price of CD$1 Million (US$730,300 based on the applicable exchange rate to U.S. Dollars). The Company issued to Seller 912,875 restricted shares (the “Shares”) of common stock, par value US$0.0001 per”
CR Crane Co

Crane Co completed an acquisition involving Baker Hughes Holdings LLC and Bently Nevada, LLC for purchase price of $1,060 million (closed 2026-01-01).

“the “Sellers”). Pursuant to the Agreement, the Company acquired all of Seller’s interest in Panametrics, LLC, which constituted 100% of PSI, for a purchase price of $1,060 million after adjusting for expected tax benefits with a net present value of approximately $90 million, but before contractual adjustments for working capital, cash acquired, and”
VSNT Versant Media Group, Inc.

Versant Media Group, Inc. underwent a change of control involving Comcast Corporation (closed 2026-01-02).

“On January 2, 2026 (the “Distribution Date”), after the close of trading on Nasdaq, the previously-announced separation (the “Separation”) of Versant Media Group, Inc. (“Versant”) from Comcast Corporation (“Comcast”) was completed.”
GATX GATX CORP

GATX CORP completed an acquisition involving Wells Fargo Bank, N.A. for approximately $4.2 billion (closed 2026-01-01).

“Partners L.P. and its institutional partners (collectively, “Brookfield”), approximately 101,000 railcars from Wells Fargo Bank, N.A. (“Wells Fargo”), for approximately $4.2 billion. The joint venture entity is GABX Leasing LLC (“GABX” or the “JV”), initially owned 30% by GATX and 70% by Brookfield. As further described below, the transactions contemplated”
SEKISUI HOUSE U.S., INC.

SEKISUI HOUSE U.S., INC. completed an acquisition involving SH Residential Holdings, LLC (closed 2026-01-01).

“On January 1, 2026, Parent contributed (for no consideration) to the Company all of Parent's interests in its wholly owned subsidiaries Chesmar Homes, LLC ("Chesmar") and Holt Group Holdings, LLC ("Holt").”
PINNACLE FINANCIAL PARTNERS INC

PINNACLE FINANCIAL PARTNERS INC underwent a change of control involving Synovus Financial Corp. for 0.5237 shares of Newco Common Stock (closed 2026-01-01).

“prior to the Effective Time (other than certain shares held by Synovus or Pinnacle, in each case as specified in the Merger Agreement) was converted into the right to receive 0.5237 shares of Newco Common Stock. Each holder of Synovus Common Stock who otherwise would have been entitled to receive a fractional share of Newco Common Stock (after taking into”
QNST QUINSTREET, INC

QUINSTREET, INC completed an acquisition involving SIREN GROUP AG d/b/a HomeBuddy for $115.0 million in cash, subject to certain adjustments as provided in the Purchase Agreement (closed 2026-01-02).

“I thereto (each, a “Seller” and collectively, the “Sellers”) and Maxym Entin, solely in his capacity as the representative of the Shareholders. At closing, QuinStreet paid $115.0 million in cash, subject to certain adjustments as provided in the Purchase Agreement. Pursuant to the Purchase Agreement, QuinStreet is obligated to pay $75.0 million in additional”
BankFinancial CORP

BankFinancial CORP underwent a change of control involving First Financial Bancorp. for 0.480 of a share of common stock, no par value, of the Company (closed 2026-01-01).

“common stock, $0.01 par value per share (“ BankFinancial Common Stock ”), issued and outstanding immediately prior to the Effective Time, was converted into the right to receive 0.480 of a share of common stock, no par value, of the Company (the “ Company Common Stock ”, and the amount of Company Common Stock to be received, the “ Merger Consideration ”). The”
ALSN Allison Transmission Holdings Inc

Allison Transmission Holdings Inc completed an acquisition involving Dana Incorporated for $2.732 billion (closed 2026-01-01).

“On January 1, 2026, the Company completed its acquisition (the “Acquisition”) of the off-highway business of Dana Incorporated (“Dana”) pursuant to the previously disclosed Stock Purchase Agreement, dated June 11, 2025 (the “Purchase Agreement”), between the Company and Dana, for a purchase price of $2.732 billion, subject to certain adjustments.”
WHD Cactus, Inc.

Cactus, Inc. completed an acquisition involving Baker Hughes Holdings LLC for $344,500,000 (closed 2026-01-01).

“On January 1, 2026 (the “Closing Date”), Baker Hughes Holdings and certain of its affiliates sold 65% of the limited liability company membership interests in the Joint Venture (“Membership Interests”) to Cactus UK Holding Limited (the “Cactus Member”), a subsidiary of Cactus Companies, for a cash purchase price of $344,500,000 (on a debt-free, and, except as noted below, cash-free basis), subject to certain working capital, cash, debt, capital expenditure and other customary adjustments after the Closing Date (the “Purchase Price” and such transaction, the “Transaction”).”
BFC Bank First Corp

Bank First Corp completed an acquisition involving Centre 1 Bancorp, Inc. for 0.9200 of a share of BFC’s common stock and cash in lieu of fractional shares (closed 2026-01-01).

“Pursuant to the Merger Agreement, former Centre shareholders are entitled to receive, for each share of Centre common stock that was outstanding immediately prior to the Merger, 0.9200 of a share of BFC’s common stock and cash in lieu of fractional shares. Each outstanding share of BFC common stock remained outstanding and was unaffected by the Mergers. As a”
BWIN Baldwin Insurance Group, Inc.

Baldwin Insurance Group, Inc. completed an acquisition involving Cobbs Allen Capital Holdings, LLC for $438.0 million in cash and 23,200,000 shares of Class A common stock (closed 2026-01-01).

“CAC Group Life, LLC and (ii) 60.19% of the outstanding equity interests in CAC Holdings, LLC. At the Closing, the aggregate consideration paid by the Company consisted of (a) $438.0 million in cash (subject to customary purchase price adjustments) and (b) 23,200,000 shares of the Company’s Class A common stock (the “Equity Consideration”), issued only to the Seller”
PRG PROG Holdings, Inc.

PROG Holdings, Inc. completed an acquisition involving Purchasing Power Parent, LLC for approximately $420 million in cash (closed 2026-01-02).

“Current Report on Form 8-K is incorporated into this Item 2.01 by reference. The aggregate consideration paid by the Purchaser to the Seller at the closing was approximately $420 million in cash, subject to customary adjustments. In addition, the Acquired Entity has approximately $330 million of non-recourse funding debt under its securitization and warehouse”
SYNOVUS FINANCIAL CORP

SYNOVUS FINANCIAL CORP underwent a change of control involving Pinnacle Financial Partners, Inc. (closed 2026-01-01).

“Pursuant to the Merger Agreement, on the Closing Date, each of Synovus and Pinnacle merged with and into Newco simultaneously, with Newco as the surviving entity (such mergers, collectively, the “Merger”).”
LGN Legence Corp.

Legence Corp. completed an acquisition involving NewCo (TBG 2026, LLC) for 2,551,672 shares of the Company’s Class A common stock and approximately $325 million in cash (closed 2026-01-02).

“by the Sellers, which joined as a party to the Purchase Agreement (the “Reorganization”), and (ii) the Purchaser purchased from NewCo all of the Bowers Interests in exchange for 2,551,672 shares (the “Stock Consideration”) of the Company’s Class A common stock, par value $0.01 per share (“Class A Common Stock”), and approximately $325 million in cash, subject to”
PNFP Pinnacle Financial Partners, Inc.

Pinnacle Financial Partners, Inc. underwent a change of control involving Synovus Financial Corp. and Legacy Pinnacle Financial Partners, Inc. (closed 2026-01-01).

“Effective January 1, 2026 (the “Closing Date”), Pinnacle Financial Partners, Inc. (formerly Steel Newco Inc.), a Georgia corporation (“New Pinnacle”), completed the previously announced transactions contemplated by the Agreement and Plan of Merger, dated July 24, 2025 (the “Merger Agreement”), by and among Synovus Financial Corp., a Georgia corporation (“Synovus”), Pinnacle Financial Partners, Inc., a Tennessee corporation (“Legacy Pinnacle”), and New Pinnacle.”
CBSH COMMERCE BANCSHARES INC /MO/

COMMERCE BANCSHARES INC /MO/ completed an acquisition involving FineMark Holdings, Inc. for All-stock acquisition; each share of FineMark common stock converted into 0.7245 shares of Commerce common stock (adjusted for stock dividend), with cash in lie (closed 2026-01-01).

“the Certificate of Designation of the FineMark Preferred Stock) (other than certain excluded shares as described in the Merger Agreement) was converted into the right to receive 0.7245 of a share (as adjusted in accordance with the Merger Agreement for a stock dividend paid by Commerce to Commerce shareholders of record as of December 2, 2025, as previously”
FFBC FIRST FINANCIAL BANCORP /OH/

FIRST FINANCIAL BANCORP /OH/ completed an acquisition involving BankFinancial Corporation (closed 2026-01-01).

“On January 1, 2026, the Company completed its previously announced Merger with BankFinancial pursuant to the Merger Agreement.”
OXY OCCIDENTAL PETROLEUM CORP /DE/

OCCIDENTAL PETROLEUM CORP /DE/ completed a disposition involving Berkshire Hathaway Inc. for $9.7 billion in cash (closed 2026-01-02).

“On January 2, 2026, and pursuant to the Purchase Agreement, Occidental completed the Divestiture for $9.7 billion in cash, subject to customary purchase price adjustments as set forth in the Purchase Agreement.”
Hall of Fame Resort & Entertainment Co

Hall of Fame Resort & Entertainment Co underwent a change of control involving HOFV Holdings, LLC (Parent) and Omaha Merger Sub, Inc. (Merger Sub) (closed 2025-12-31).

“completed the transactions contemplated by the previously announced Agreement and Plan of Merger”
MATW MATTHEWS INTERNATIONAL CORP

MATTHEWS INTERNATIONAL CORP completed a disposition involving Duravant LLC for approximately $232 million (closed 2025-12-31).

“On December 31, 2025 (the “Closing Date”), Matthews International Corporation, a Pennsylvania corporation (“Matthews” or the “Company”), completed the sale of its interests in Matthews Automation Solutions, LLC, a Delaware limited liability company and wholly-owned subsidiary of Matthews (the “Transferred Entity”), and certain related assets to Duravant LLC (the “Buyer”) pursuant to the terms of an Equity Purchase Agreement dated as of November 12, 2025 by and among Matthews and the Buyer, which was filed as Exhibit 2.1 to that Current Report on Form 8-K with the SEC on November 13, 2025 . On the Closing Date, consideration of approximately $232 million was transferred to Matthews, representing cash consideration of $225.4 million plus the assumption of certain liabilities related to the business of the Transferred Entity.”
ACH ACCENDRA HEALTH INC/VA/

ACCENDRA HEALTH INC/VA/ completed a disposition involving Dominion Healthcare Acquisition Corporation and Dominion Healthcare Holdings, L.P. for $375 million in cash (closed 2025-12-31).

“effect to the completion of certain reorganization transactions, comprises the “ Products & Healthcare Services ” or “ P&HS ” business of the Company), for an aggregate of $375 million in cash, subject to certain adjustments for cash, indebtedness, net working capital and transaction expenses (the “ Sale ”) and (ii) contributed, assigned, transferred and”
REPX Riley Exploration Permian, Inc.

Riley Exploration Permian, Inc. completed a disposition involving Targa Northern Delaware LLC for aggregate cash purchase price of approximately $111 million for the membership interests and approximately $10 million plus reimbursement of $1.4 million for co (closed 2025-12-24).

“pursuant to which the Company sold to Buyer all of the membership interests in Dovetail Midstream, LLC, a wholly owned subsidiary of the Company that holds certain midstream infrastructure projects in Eddy County, New Mexico, for an aggregate cash purchase price of approximately $111 million, subject to customary purchase price adjustments (the “Midstream Sale”). The Midstream Sale also provided for the sale by the Company to Buyer of certain compressor station assets for an aggregate cash purchase price of approximately $10 million plus reimbursement of $1.4 million of capital improvements at a subsequent closing date (the “Second Closing”), subject to the satisfaction of certain closing conditions. The initial closing of the Midstream Sale took place on December 3, 2025, and the Second Closing occurred on December 24, 2025.”
H Hyatt Hotels Corp

Hyatt Hotels Corp completed a disposition involving TRQ TORTUGA B.V. for all-cash purchase price of $1,977.5 billion, with a $200 million preferred equity investment provided by Hyatt and up to an additional $143 million earnout (closed 2025-12-30).

“Original Buyer subsequently assigned the Share Purchase Agreement and its rights thereunder to TRQ TORTUGA B.V., a Dutch private limited liability company (“ Buyer ”). On December 30, 2025, the Asset Sale Transaction closed for an all-cash purchase price of $1,977.5 billion. Buyer financed the acquisition with equity financing from an affiliate of KSL Capital Partners, LLC and Rodina, committed debt financing from third party sources, and a $200 million preferred equity investment provided by Hyatt. In addition, Hyatt can achieve up to an additional $143 million earnout if certain operating thresholds are achieved.”
Merus N.V.

Merus N.V. underwent a change of control involving Genmab A/S for $97.00 per Common Share in cash (closed 2025-12-29).

“of Parent (“Purchaser”), to purchase all of the issued and outstanding common shares, nominal value €0.09 per share, of the Company (the “Common Shares”), in exchange for $97.00 per Common Share in cash (the “Offer Consideration”), without interest and subject to any applicable tax withholding, upon the terms and subject to the conditions set forth in the”
DFNS T3 Defense Inc.

T3 Defense Inc. completed an acquisition involving Arie Shafir for NIS 47,600,000 (approximately $14,000,000) (closed 2025-12-30).

“On December 30, 2025, the Company and Nukk Picolo consummated the acquisition of all the issued and outstanding stock of Tiltan in consideration of NIS 47,600,000 (approximately $14,000,000).”
EZRA Reliance Global Group, Inc.

Reliance Global Group, Inc. completed a disposition involving Employee Benefit Solutions Inc for $1,050,000 in cash (closed 2025-12-24).

“Time) on November 30, 2025 (the “Effective Date”). Pursuant to the Purchase Agreement, the Purchaser agreed to pay the Seller (or the Company, as directed by the Company) $1,050,000 in cash (the “Purchase Price”), payable at closing by wire transfer of immediately available funds. The Purchase Agreement provides that, following the closing and until no”
ADVB Advanced Biomed Inc.

Advanced Biomed Inc. completed a disposition involving Wei Ha Hui for US$23,000 (closed 2025-12-23).

“ntered into an agreement (the “ Agreement ”) with an unrelated third party, Wei Ha Hui (the “ Buyer ”), pursuant to which the Company agreed to sell 100% of the issued and outstanding shares of Advanced Biomed (HK) Limited, a Hong Kong company”
BAER Bridger Aerospace Group Holdings, Inc.

Bridger Aerospace Group Holdings, Inc. completed an acquisition involving MAB Funding Designated Activity Company for $50,000,000 (closed 2025-12-23).

“model CL-215-6B11 (CL-215T Variant) aircraft, together with four Pratt and Whitney Canada engines, related components and records, for an aggregate purchase price of $50,000,000, allocated $25,000,000 per aircraft. On December 23, 2025, the Buyer consummated the acquisition in accordance with the APA. At closing, the Company, through the Buyer, paid the”
ModivCare Inc

ModivCare Inc underwent a change of control involving ModivCare Buyer, LLC (closed 2025-12-29).

“On the Effective Date, a change in control of the Company occurred as a result of the cancellation of all existing equity interests and the Asset Transfer.”
AMPY Amplify Energy Corp.

Amplify Energy Corp. completed a disposition involving EQV Alpha LLC for $122.0 million (closed 2025-12-23).

“which was completed on December 23, 2025. The total proceeds received was approximately $122.0 million”
AMPY Amplify Energy Corp.

Amplify Energy Corp. completed a disposition involving Revolution Resources III, LLC for $92.5 million (closed 2025-12-29).

“The Asset Sale was completed on December 29, 2025, for total proceeds of approximately $92.5 million in cash”
Repare Therapeutics Inc.

Repare Therapeutics Inc. completed a disposition involving Gilead Sciences, Inc. for up to $30,000,000 in cash (closed 2025-12-23).

“contracts, cash, accounts receivable, real property or equipment. Pursuant to the Asset Purchase Agreement, Gilead will pay the Company an aggregate purchase price of up to $30,000,000 in cash, consisting of (i) a $22,000,000 payment due to the Company no later than December 31, 2025, (ii) a holdback amount of up to $3,000,000 that may become payable after one”
LOAR Loar Holdings Inc.

Loar Holdings Inc. completed an acquisition involving Sellers (Ace Aèro Partenaires, AAP Support, AAP Plateforme, AAP Side-Car LMB FUND, Tikehau Investment Management, Amundi Private Equity Funds, Thomas Bernard, and certain other persons) for EUR 367 million plus the assumption of net debt (closed 2025-12-23).

“(the “ Original 8-K ”). This Form 8-K/A is being filed solely for the purpose of updating the disclosure in Item 2.01 of the Original 8-K of the aggregate cash consideration of $367 million plus the assumption of net debt to EUR 367 million plus the assumption of net debt. ose of updating the disclosure in Item 2.01 of the Original 8-K of the aggregate cash”
LOAR Loar Holdings Inc.

Loar Holdings Inc. completed an acquisition involving Sellers for $367 million plus the assumption of net debt (closed 2025-12-23).

“On December 23, 2025, upon the terms and subject to the conditions set forth in the Purchase Agreement, Loar Group completed its acquisition of LMB from Sellers. The aggregate cash consideration paid to Sellers was $367 million plus the assumption of net debt.”
NUAI New ERA Energy & Digital, Inc.

New ERA Energy & Digital, Inc. completed an acquisition involving Odessa Industrial Development Corporation d/b/a Grow Odessa for $5,100,000 (closed 2025-12-19).

“On December 19, 2025, TCDC completed its previously announced acquisition of approximately 203 acres of real property located in Block 41, T-2-S, T&P RR Co. Survey, Ector County, Texas (the “ Additional 203 Acres ”) pursuant to a Contract to Purchase dated November 21, 2025, between TCDC and Odessa Industrial Development Corporation d/b/a Grow Odessa, from whom TCDC previously purchased a contiguous 235 acres of land from on July 25, 2025. The total price for the Additional 203 Acres was $5,100,000.”
AHT ASHFORD HOSPITALITY TRUST INC

ASHFORD HOSPITALITY TRUST INC completed a disposition involving 833 Poydras St. Prime Property, LLC for $42.5 million in cash (closed 2025-12-18).

“On December 18, 2025, Ashford Le Pavillon LP, an indirect subsidiary of Ashford Hospitality Trust, Inc. (the “ Company ”), completed the sale of the 226-room Le Pavillon hotel located in New Orleans, Louisiana (the “ Hotel ”) pursuant to an Agreement of Purchase and Sale, dated as of November 17, 2025, by and between Ashford Le Pavillon LP, as seller, and 833 Poydras St. Prime Property, LLC, as purchaser, for $42.5 million in cash, subject to customary pro-rations and adjustments.”
AMPY Amplify Energy Corp.

Amplify Energy Corp. completed a disposition involving EQV Alpha LLC for total proceeds of approximately $122.0 million in cash (closed 2025-12-23).

“The EQV Asset Sale was completed on December 23, 2025, for total proceeds of approximately $122.0 million in cash, subject to customary post-closing adjustments.”
Aimco OP L.P.

Aimco OP L.P. completed a disposition involving Brickell Bay Property Owner LLC for $520 million (closed 2025-12-22).

“On December 22, 2025, the Company completed the sale of the Brickell Assemblage for total consideration of $520 million.”
StratCap Digital Infrastructure REIT, Inc.

StratCap Digital Infrastructure REIT, Inc. completed a disposition involving EverLink Towers, LLC for $55.1 million in cash (closed 2025-12-22).

“interest in 48 towers with associated ground leases or easements, 68 tenant leases and other related assets. The aggregate purchase price for the Transactions was approximately $55.1 million in cash. As described in further detail in each Purchase Agreement, the purchase prices will be subject to certain post-closing adjustments, including with respect to (i) the”
BHM Bluerock Homes Trust, Inc.

Bluerock Homes Trust, Inc. completed an acquisition for approximately $66.6 million (closed 2025-12-18).

“closed on the acquisition of a 264-unit residential community known as District at Parkview, located in Stone Mountain, Georgia (the “Parkview Property”) for a total purchase price of approximately $66.6 million.”
MWYN Marwynn Holdings, Inc.

Marwynn Holdings, Inc. completed a disposition involving Reli Home Décor Inc. for $550,000 (closed 2025-12-22).

“the Company agreed to sell all 70,000 shares of common stock of its wholly owned subsidiary, Grand Forest Cabinetry Inc., a California corporation (“Grand Forest”), to the Buyer for an aggregate cash purchase price of $550,000, payable at closing (the “Transaction”).”
SHAZ SharonAI Holdings Inc.

SharonAI Holdings Inc. completed a disposition involving New Era Energy & Digital Inc. (NUAI) for $70,000,000 in cash, stock and convertible note (closed 2025-12-19).

“and conditions, as expeditiously as possible, and no later than January 15, 2026. The consideration NUAI will pay SharonAI for the interests of TCDC will be an aggregate of $70,000,000, of which, (a) $10,000,000 will be payable in cash, with (i) $150,000 payable as a non-refundable deposit within 14 days of December 19, 2025, and (ii) $9,850,000 payable upon the”
JACK JACK IN THE BOX INC

JACK IN THE BOX INC completed a disposition involving Del Taco Group, LLC for approximately $119.0 million (closed 2025-12-22).

“On December 22, 2025 (the “Closing Date”), Jack in the Box Inc., a Delaware corporation (the “Company”) completed its previously announced sale of Del Taco Holdings Inc., a Delaware corporation and wholly owned subsidiary of the Company that owns and operates the Company’s Del Taco restaurant operations, to Del Taco Group, LLC, a California limited liability company and assignee of Yadav Enterprises, Inc., a California corporation and franchisee of the Company (“Buyer”), pursuant to a Stock Purchase Agreement (the “Purchase Agreement”), dated October 15, 2025, by and among the Company, Buyer and Anil Yadav, a natural person (“Buyer Guarantor”), for an aggregate purchase price of approximately $119.0 million (the “Purchase Price”) in cash (the “Transaction”).”
XWIN XMax Inc.

XMax Inc. completed an acquisition involving dedicated SPV for US$2,999,928.80 (closed 2025-12-16).

“On December 2, 2025, Preamble X Capital I, a series of Preamble X Capital LLC entered into a Subscription Agreement with a dedicated SPV (the “ SPV ”) to subscribe 40,106 equity certificates in the SPV for an amount of US$2,999,928.80 (the “ Transaction ”) and the SPV holds 502,236 equity certificates, and each certificate is entitled to a share of Series B Preferred Stock of X.AI Holdings Corp., a Neveda corporation (“ xAI ”) and such Series B Preferred Stock of xAI are directly held by a certain fund, as previously disclosed in the Form 8-K filed by the Company with SEC on December 8, 2025, amended on December 10, 2025. On December 16, 2025, Preamble X Capital I closed the Transaction.”

Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.