M&A Transactions

Fold Holdings, Inc. underwent a change of control involving FTAC Emerald Acquisition Corp., EMLD Merger Sub Inc., Fold, Inc. (closed 2025-02-14).

“Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, following the Special Meeting, on February 14, 2025 (the “Closing Date”), the Transactions were consummated (the “Closing”).”

Coeur Mining, Inc. completed an acquisition involving SilverCrest Metals Inc. for 1.6022 shares of common stock (closed 2025-02-14).

“☐ Introductory Note As previously announced, on October 3, 2024, Coeur Mining, Inc., a Delaware corporation (“Coeur”), SilverCrest Metals Inc., a corporation existing under the laws of the Province of British Columbia, Canada (“SilverCrest”), 1504648 B.C.”

Strategic Realty Trust, Inc. completed a disposition involving Emerald Peak Investments, LLC for approximately $12.4 million in cash (closed 2025-02-07).

“On February 7, 2025, the Company consummated the disposition of the Silverlake Collection for approximately $12.4 million in cash, before customary closing and transaction costs of approximately $1.4 million.”

NFiniTi inc. completed an acquisition involving Artisan Beverages, Inc. for 15,788,578,500 shares of common stock (closed 2025-02-13).

“to the Share Exchange Agreement were consummated on February 13, 2025. Under the terms and conditions of the Share Exchange Agreement, the Company offered, sold and issued 15,788,578,500 shares of common stock in consideration for all the issued and outstanding shares in Artisan Beverages. Summit Consumer Products, Artisan Beverages’s sole stockholder, is the”

Bally's Corp underwent a change of control involving Standard General L.P. and its affiliated entities (closed 2025-02-07).

“On February 7, 2025, Bally’s Corporation (“Bally’s” or the “Company”) completed the previously announced transactions under the Agreement and Plan of Merger”

Benson Hill, Inc. completed a disposition involving Dakota Dry Bean, LLC for approximately $23.2 million of total gross proceeds (closed 2025-02-12).

“to which, among other things, Seller agreed to sell, and Buyer agreed to purchase, substantially all of the assets relating to Seller’s pea products business for approximately $23.2 million of total gross proceeds, subject to certain adjustments, including an adjustment for inventory and other working capital (the “Purchase Price”). Holdings, a wholly owned”

Innovid Corp. underwent a change of control involving Mediaocean LLC for $3.15 per share (closed 2025-02-13).

“among Innovid Corp., a Delaware corporation (the “ Company ”), Mediaocean LLC, a Delaware limited liability company (“ Parent” ), and Ignite Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“ Merger Sub ”),”

RETAIL OPPORTUNITY INVESTMENTS CORP underwent a change of control involving Blackstone Real Estate Partners X L.P. for $17.50 per share in cash, valued at approximately $4 billion including outstanding debt (closed 2025-02-12).

“Sub I or Merger Sub II or any of their respective wholly owned subsidiaries) was cancelled and automatically converted into the right to receive an amount in cash equal to $17.50 per share, without interest and less any applicable withholding taxes (the “Common Stock Merger Consideration”). • Restricted Stock Awards : Immediately prior to the Company”

Moody National REIT II, Inc. completed a disposition involving MCR Hotel Acquisitions, LLC for $20,500,000 (closed 2025-02-06).

“On February 6, 2025, the Company sold the hotel property located at 1209 E 51st Street, Austin, TX 78723 (the “Residence Inn Austin”) to the Purchaser for an aggregate sale price of $20,500,000.”

Moody National REIT II, Inc. completed a disposition involving MCR Hotel Acquisitions, LLC for $22,500,000 (closed 2025-02-06).

“On February 6, 2025, Moody National REIT II, Inc. (the “Company”) sold the hotel property located at 2020 State Highway 26, Grapevine, TX 76051 (the “Residence Inn Grapevine”) to MCR Hotel Acquisitions, LLC, a Delaware limited liability company unaffiliated with the Company (the “Purchaser”), for an aggregate sale price of $22,500,000.”

RenX Enterprises Corp. completed a disposition involving JDI-Cumberland Inlet, LLC for $4.5 million (closed 2025-02-11).

“pursuant to which JDI-Cumberland acquired the Company’s 10% equity interest (the “LLC Interest”) in JDI-Cumberland in exchange for a promissory note (the “Note”) from JDI-Cumberland in the principal amount of $4.5 million.”

MARINUS PHARMACEUTICALS, INC. underwent a change of control involving Immedica Pharma AB for $0.55 per share (closed 2025-02-11).

“a cash tender offer to acquire all of the outstanding shares of common stock (the “ Company Common Stock ”), par value $0.001 per share, of the Company (the “ Shares ”), for $0.55 per share (such amount, as it may be adjusted in accordance with the Merger Agreement, the “ Offer Price ”), in cash, subject to any applicable withholding taxes and without”

Millrose Properties, Inc. completed an acquisition involving Rausch Coleman Companies, LLC for approximately $900 million in cash (closed 2025-02-10).

“On February 10, 2025, Millrose Properties, Inc. (the “Company”) completed its previously announced acquisition of land assets consisting of approximately 24,000 homesites (the “LandCo Assets”) through the acquisition of 100% of the outstanding stock of Rausch Coleman Companies, LLC (“Rausch”) for approximately $900 million in cash”

NextTrip, Inc. completed an acquisition involving FSA Travel, LLC for $500,000 in cash and 161,291 shares of newly designated Series O Nonvoting Convertible Preferred Stock (closed 2025-02-10).

“NextTrip purchased 9,608 membership units of FSA (equal to a 49% ownership stake in FSA immediately after closing) (the "Initial Interests") in exchange for NextTrip’s (i) payment of $500,000 in cash and (ii) issuance of 161,291 shares of newly designated Series O Nonvoting Convertible Preferred Stock of the Company (“Series O Preferred”) to FSA.”

Summit Materials, Inc. underwent a change of control involving Quikrete Holdings, Inc. for $52.50 per share in cash (closed 2025-02-10).

“Common Shares as to which appraisal rights have been properly exercised in accordance with Delaware law), was canceled and retired and converted into the right to receive $52.50 per share in cash, without interest and subject to deduction for any required withholding (the “ Merger Consideration ”). Pursuant to the Merger Agreement, at the Effective Time,”

GENERATION INCOME PROPERTIES, INC. completed an acquisition involving LMB Lewiston, LLC, LMB Ft. Kent, LLC, LMB Auburn Hills I, LLC, and Lloyd M. Bernstein (closed 2025-02-06).

“On February 6, 2025, pursuant to the Contribution Agreement, the Company, through the Operating Partnership and its Affiliated Entities acquired the SPV Interests in the SPVs.”

SUPA Consolidated Inc. underwent a change of control involving Spark Capital Investments, LLC (closed 2025-02-03).

“On February 3, 2025, Mr. Joseph Grimes, Chief Executive Officer and Board Member effected a transaction (the “Transaction”) in which Mr. Grimes sold 20,000,000 shares of stock of TRIBAL RIDES INTERNATIONAL CORP., 26060 Acero, Mission Viejo, CA, 92691, a Nevada Corporation (the "Company"), representing approximately 50% of all issued and outstanding shares of the Company, to Spark Capital Investments, LLC.”

Millrose Properties, Inc. underwent a change of control involving Lennar Corporation (closed 2025-02-07).

“On February 7, 2025 (the “Distribution Date”), Lennar Corporation (“Lennar”) completed the previously announced distribution of 120,980,401 shares of Class A common stock of Millrose Properties, Inc.”

SOMNIGROUP INTERNATIONAL INC. completed an acquisition involving Mattress Firm Group Inc. for $2,715,000,000 in cash and approximately 34.2 million shares of common stock (closed 2025-02-05).

“with the First Merger, the "Merger"), with Merger Sub 2 surviving as a wholly owned subsidiary of the Company. The aggregate purchase price paid by the Company consisted of $2,715,000,000 in cash, subject to adjustment as provided in the Merger Agreement (the "Cash Consideration") and approximately 34.2 million shares of the Company's common stock, with the value”

Revance Therapeutics, Inc. underwent a change of control involving Crown Laboratories, Inc. and Reba Merger Sub, Inc. for $3.65 per Share (closed 2025-02-06).

“Notes, in effect on the applicable conversion date (subject to any adjustments pursuant to the terms of the Indenture), with each unit of Reference Property consisting of $3.65 in cash. The foregoing descriptions of the Indenture and the transactions contemplated thereby are subject to and qualified in their entirety by reference to the full text of the”

GridAI Technologies Corp. underwent a change of control involving 1396974 BC Ltd..

“Upon the closing of the Financing, the Lender acquired control of the Company by appointing a majority of the Company’s Board of Directors.”

AIRWA INC. completed an acquisition involving Yuanyu Enterprise Management Co., Limited for issuance of shares of the Company's common stock (closed 2024-11-21).

“the completion, on November 21, 2024, of the acquisition of a majority of Yuanyu Enterprise Management Co., Limited”

Awaysis Capital, Inc. completed an acquisition involving Chial Mountain Ltd for $5,500,000 (closed 2024-12-31).

“brought against Chial Mountain related to a lease that was not disclosed prior to the closing of the Transaction. The aggregate estimated purchase price for the Transaction is $5,500,000, subject to potential adjustments, consisting of: (i) $2,400,000 in cash; (ii) a $1,500,000 secured promissory note, dated December 21, 2024, between the Company and Michael Singh”

XEROX CORP completed an acquisition involving ITsavvy Holdings, LLC for approximately $405 million (closed 2024-11-20).

“by Xerox pursuant to the Purchase Agreement, after customary working capital and other adjustments in accordance with the terms of the Purchase Agreements, was approximately $405 million. This Form 8-K/A has been filed to amend and supplement the Original Form 8-K to provide the financial statements described in Item 9.01 below, which are permitted to be filed by”

SOMNIGROUP INTERNATIONAL INC. completed an acquisition involving Mattress Firm Group Inc. for $2,715,000,000 in cash, subject to adjustment as provided in the Merger Agreement (the "Cash Consideration") and approximately 34.2 million shares of the Compan (closed 2025-02-05).

“with the First Merger, the "Merger"), with Merger Sub 2 surviving as a wholly owned subsidiary of the Company. The aggregate purchase price paid by the Company consisted of $2,715,000,000 in cash, subject to adjustment as provided in the Merger Agreement (the "Cash Consideration") and approximately 34.2 million shares of the Company's common stock, with the value”

Vistance Networks, Inc. completed a disposition involving Amphenol Corporation for approximately $2.1 billion in cash (closed 2025-01-31).

“as of July 18, 2024. Pursuant to the Purchase Agreement, Amphenol acquired the OWN Business and the DAS Business on a cash-free, debt-free basis, in exchange for approximately $2.1 billion in cash, subject to certain adjustments. The proceeds from the sale of the OWN Business and the DAS Business will be used to pay fees and expenses associated with the”

SUPA Consolidated Inc. completed a disposition involving Boumarang Inc. for $5,000,000, paid in 2,906,977 common stock Boumarang stock (closed 2024-12-31).

“On December 31, 2024, per Asset Purchase Agreement, Tribal Rides International Corp. (“Seller”, “Company”, “we”, or “us”) sold to Boumarang Inc. (“Buyer”) all of the owned intellectual property and its application of as defined in patents, including U.S. Patent No. 9,984,574 and U.S. Patent No. 11,217,101, along with all associated intellectual property rights, trade secrets, customer lists, prototypes, software, applications, registrations, corresponding documentation, and the trade, business name, telephone number and listing, goodwill, and all other intangible asset, hereinafter, the "Assets." The purchase price for the assets is $5,000,000, paid in 2,906,977 common stock Boumarang stock (“Shares”).”

Qrons Inc. completed an acquisition involving First Person Ltd. (closed 2025-01-27).

“On January 27, 2025, the parties closed the Merger Agreement and an Articles of Merger merging the Merger Sub with and into First Person filed.”

ZeroStack Corp. completed an acquisition involving United Beverage Distribution Inc for promissory notes with five year maturities that accrue interest at a rate of 6% per annum in an aggregate principal amount of $2,845,700 (closed 2025-02-04).

“stock of Flora as of January 30, 2025, issued to the Sellers who are not Flora Insiders and (ii) promissory notes with five year maturities that accrue interest at a rate of 6% per annum in an aggregate principal amount of $2,845,700 issued to the Sellers (the " Notes "). The Share Purchase Agreement contains standard representations, warranties,”

Avid Bioservices, Inc. underwent a change of control involving Space Finco, Inc. and Merger Sub, owned by funds managed by affiliates of GHO Capital Partners LLP and Ampersand Capital Partners for $12.50 in cash (closed 2025-02-05).

“(subject to any adjustment pursuant to the Indenture, including any increase as a result of a Make-Whole Fundamental Change (as defined in the Indenture)) multiplied by $12.50 (which is an amount equal to the Merger Consideration (as defined below)), and a unit of Reference Property under the Indenture will be comprised of an amount in cash equal to”

Avid Bioservices, Inc. underwent a change of control involving Space Finco, Inc., Space Mergerco, Inc., GHO Capital Partners LLP and Ampersand Capital Partners for $12.50 in cash (closed 2025-02-05).

“(subject to any adjustment pursuant to the Indenture, including any increase as a result of a Make-Whole Fundamental Change (as defined in the Indenture)) multiplied by $12.50 (which is an amount equal to the Merger Consideration (as defined below)), and a unit of Reference Property under the Indenture will be comprised of an amount in cash equal to”

UPBOUND GROUP, INC. completed an acquisition involving Bridge IT, Inc. (Brigit) for aggregate closing cash consideration equal to approximately $278.67 million (closed 2025-01-31).

“the Company’s common stock, par value $0.01 per share (“ Common Stock ”) (the “ Closing Stock Consideration ”), and aggregate closing cash consideration equal to approximately $278.67 million (such cash consideration, the “ Closing Cash Consideration ”, and together with the Closing Stock Consideration, the “ Closing Consideration ”). The Closing Cash Consideration is”

BRIGHTCOVE INC underwent a change of control involving Bending Spoons US Inc. for $4.45 in cash per share of Brightcove common stock; aggregate consideration includes cash payments for outstanding options and RSU awards (closed 2025-02-04).

“rights of appraisal under Section 262 of the Delaware General Corporation Law (the “Appraisal Shares”)) was automatically canceled and converted into the right to receive $4.45 in cash, without interest (the “Merger Consideration”), (b) each share of Company Common Stock held in the treasury of the Company and any shares of Company Common Stock owned by”

C-Bond Systems, Inc completed a disposition involving Badcer Ops, Inc. for $1.00 (closed 2025-01-30).

“of Patriot’s products. In addition, at the Closing, (i) C-Bond redeemed from Badcer the Badcer Preferred Shares (as defined in the Agreement) in exchange for a payment of $1.00 in total, and Badcer assigned all of Badcer’ rights, titles and interest in and to the Badcer Preferred Shares to C-Bond; (ii) C-Bond redeemed from Mr. Wanke the the Wanke Common”

nVent Electric plc completed a disposition involving BCP VI Summit Holdings LP, an affiliate of funds managed by Brookfield Asset Management for approximately $1.7 billion in cash (closed 2025-01-30).

“Agreement, dated as of July 31, 2024, between the Buyer (as assignee of BCP Acquisitions LLC) and nVent. Pursuant to the Purchase Agreement, nVent received approximately $1.7 billion in cash from the Buyer, subject to certain customary post-closing adjustments. There are representations and warranties contained in the Purchase Agreement which were made by the”

SPRUCE POWER HOLDING CORP completed an acquisition involving NJR Clean Energy Ventures II Corporation (CEV) for approximately $0.5 million in cash (closed 2025-01-29).

“On January 29, 2025, the Company acquired 41 additional solar energy systems from CEV, pursuant to the APA, for approximately $0.5 million in cash, subject to the terms and conditions set forth therein.”

ADAMS RESOURCES & ENERGY, INC. underwent a change of control involving ARE Equity Corporation (successor-in-interest to Tres Energy LLC) for $38.00 per share in cash (closed 2025-02-04).

“Time (other than shares held by any holder who is entitled to appraisal rights and properly exercised such rights under Delaware law) was converted into the right to receive $38.00 in cash, without interest (the “Merger Consideration”); • each equity award that was subject to time-based vesting conditions that was outstanding immediately prior to the”

GERMAN AMERICAN BANCORP, INC. completed an acquisition involving Heartland BancCorp for 3.90 shares of German American common stock per Heartland share (closed 2025-02-01).

“and into German American’s banking subsidiary, German American Bank. Each Heartland shareholder of record at closing (other than the Heartland 401(k) Plan) is entitled to receive 3.90 shares of German American common stock (the “Exchange Ratio”) for each of their shares of Heartland common stock, subject to their surrender of the old Heartland shares to the”

UMB FINANCIAL CORP completed an acquisition involving Heartland Financial USA, Inc. for 0.55 shares of UMB Common Stock per share of HTLF Common Stock (closed 2025-01-31).

“HTLF (“HTLF Common Stock”) issued and outstanding immediately prior to the Effective Time, other than certain shares held by UMB or HTLF, was converted into the right to receive 0.55 shares (the “Exchange Ratio,” and such shares, the “Merger Consideration”) of common stock, $1.00 par value, of UMB (“UMB Common Stock”), (ii) each share of 7.00% Fixed-Rate Reset”

BAXTER INTERNATIONAL INC completed a disposition involving Spruce Bidco I, Inc., Spruce Bidco II, Inc., Spruce Bidco I Limited, and CP Spruce Holdings, S.C.Sp for $3.80 billion in cash (closed 2025-01-31).

“as of January 31, 2025 (the “ Amendment ”), the “ Purchase Agreement ”). At signing of the Purchase Agreement, the Buyer and Seller agreed to an aggregate purchase price of $3.80 billion in cash, subject to certain closing cash, working capital and debt adjustments. After giving effect to the adjustment mechanisms in the Purchase Agreement, the Company received”

EMCOR Group, Inc. completed an acquisition involving Miller Electric Company, Miller Electric Company Employee Stock Ownership Trust, Susan A. Walden Family Voting Trust, Henry K. Brown Trust I, Daniel A. Brown Trust I for $865 million in cash, subject to customary adjustments (closed 2025-02-03).

“and the Seller ESOP Trust collectively are referred to as the “Sellers”. The Company acquired from the Sellers 100% of the equity ownership of Miller Electric in exchange for $865 million in cash, subject to customary adjustments. As a result of the transaction, Miller Electric became a wholly-owned subsidiary of the Company. Miller Electric is a leading”

BLACKBERRY Ltd completed a disposition involving Arctic Wolf Networks, Inc. for approximately $80 million of cash and 5.5 million common shares in Arctic Wolf at closing and expects to receive approximately $40 million of additional cash on (closed 2025-02-03).

“Company, Arctic Wolf, and certain subsidiaries of the Company and Arctic Wolf (the “Equity and Asset Purchase Agreement”) governing the sale, the Company received approximately $80 million of cash and 5.5 million common shares in Arctic Wolf at closing and expects to receive approximately $40 million of additional cash on the first anniversary of closing. The”

DIVERSIFIED HEALTHCARE TRUST completed a disposition for $159.0 million (closed 2025-01-31).

“On January 31, 2025, DHC completed the sale of three life science properties with approximately 186,000 rentable square feet located at 3030, 3040 and 3050 Science Park Road, San Diego, California, or MUSE, for a net sales price of $159.0 million, excluding closing costs.”

SOUTH 8 ENERGY, LLC completed a disposition involving Gevo, Inc. for $210 million (closed 2025-01-31).

“On the Closing Date, the Company closed on the sale of substantially all of its assets for a purchase price of $210 million (subject to adjustment based on the terms of the Asset Purchase Agreement) (the “Purchase Price”) to the Buyers”

Gevo, Inc. completed an acquisition involving Red Trail Energy, LLC for $210 million (closed 2025-01-31).

“or Disposition of Assets. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The aggregate purchase price was $210 million, subject to customary adjustments, including a working capital adjustment (the “ Purchase Price ”). The Purchase Price was funded by a mixture of Company cash on hand and $105”

Teads Holding Co. completed an acquisition involving Altice Teads S.A. for $625 million cash payment and 43.75 million shares of Common Stock (closed 2025-02-03).

“Number 1 to the Share Purchase Agreement (the “SPA Amendment”). Under the SPA Amendment, the consideration paid at the closing of the Acquisition was: (a) a cash payment of $625 million, subject to certain customary adjustments; and (b) 43.75 million shares of Common Stock. The parties also agreed to make certain changes to the forms of Stockholder Agreement and”

SecureWorks Corp underwent a change of control involving Sophos Inc. for $8.50 per share in cash (closed 2025-02-03).

“wholly owned subsidiaries or (iii) owned by any direct or indirect wholly owned subsidiary of the Company) was converted into the right to receive cash in an amount equal to $8.50, without interest thereon and less any applicable Tax withholdings (the “Per Share Amount”). Pursuant to the Merger Agreement, at the Effective Time, by virtue of the Merger: (i)”

CareMax, Inc. completed a disposition involving ClareMedica Viking, LLC for (i) a cash payment of $35 million and (ii) units of ClareMedica Health Partners, LLC, a wholly-owned subsidiary of Buyer Parent, having an aggregate value of $6 (closed 2025-02-03).

“date, under the terms of the Stalking Horse APA, the Buyer acquired the Acquired Assets and assumed the Acquired Liabilities from the Seller Group for (i) a cash payment of $35 million and (ii) units of ClareMedica Health Partners, LLC, a wholly-owned subsidiary of Buyer Parent, having an aggregate value of $65 million. --- EX-99.1 (EX-99.1) --- EX-99.1”

CareMax, Inc. completed a disposition involving RHG Network, LLC for (i) $10 million, as set forth in the ACO SPA, and (ii) certain 2023 and 2024 Medicare Shared Savings Program payments, as set forth in the ACO SPA (closed 2025-02-03).

“As previously disclosed, on November 17, 2024, the Company, Sparta Merger Sub I LLC, a Delaware limited liability company and a subsidiary of the Company (" Merger Sub I "), and Sparta Merger Sub II LLC, a Delaware limited liability company and a subsidiary of the Company (together with Merger Sub I, the " Sellers "), entered into a securities purchase agreement (the " ACO SPA ") with RHG Network, LLC (the " ACO Buyer ") pursuant to which the ACO Buyer agreed to purchase, subject to the terms and conditions contained therein, 100% of the outstanding equity securities of CareMax Accountable Care Network, LLC and CareMax National Care Network, LLC, each a subsidiary of the Company (together, the " Acquired Companies "), representing the Medicare Shared Savings Program portion of the Company's management services organization. The acquisition of the Acquired Companies by the ACO Buyer pursuant to the ACO SPA closed on February 3, 2025.”

Tofla Megaline Inc. underwent a change of control involving Alice Group USA LLC for $590,000 (closed 2025-02-03).

“Inc. (the “Company”), representing approximately 84.1% of the Company’s outstanding shares of common stock. Pursuant to the Agreement, Purchaser agreed to pay Mr. Angulo $590,000. The closing occurred on February 3, 2025. Katerine Calero has control and voting power over the Shares held by Purchaser. The Closing of the Agreement effectuated a change in”