{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-26-053074","form_type":"8-K","ticker":"XELB","cik":"0001083220","company_name":"XCel Brands, Inc.","filed_at":"2026-04-30T23:59:59+00:00","discovered_at":"2026-05-14T18:02:31.924585+00:00","generated_at":"2026-05-15T00:32:15.400026+00:00","sec_items":["1.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.6,"calibrated_materiality_score":0.6,"confidence":"high","headline":"Xcel Brands sells Judith Ripka brand assets for $2.3M cash plus up to $0.75M contingent","bullets":["Asset purchase agreement with Judith Ripka Designs, LLC for substantially all JR Licensing assets including the brand.","Cash payment at closing of $2.3 million.","Up to an additional $0.75 million in contingent consideration.","Sale includes the Judith Ripka brand name and trademarks."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-053074","json":"https://secwatch.observer/filing/0001104659-26-053074.json","markdown":"https://secwatch.observer/filing/0001104659-26-053074.md","text":"https://secwatch.observer/filing/0001104659-26-053074.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1083220/000110465926053074/0001104659-26-053074-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1083220/000110465926053074/tm2613215d2_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-15T00:32:15.400026+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"13e035827a0aa8cb38aef10a5dbbc6003f3fd539","claim":"XCel Brands, Inc. entered into a asset purchase with Judith Ripka Designs, LLC valued at $2.3 million cash payment at closing and up to an additional $0.75 million of contingent considerati (effective 2026-04-24).","evidence_excerpt":"On April 24, 2026, Xcel Brands, Inc. (the “Company”), Xcel IP Holdings, LLC a wholly-owned subsidiary of the Company (“IP Holdings”) and JR Licensing, LLC, a wholly-owned subsidiary of IP Holdings (“JR Licensing and, collectively, the “Xcel Parties”), entered into an asset purchase agreement with Judith Ripka Designs, LLC (“the Buyer”) with respect to the sale by the Xcel Parties to the Buyer of substantially all of the assets of JR Licensing, including the “ Judith Ripka ” brand name and trademarks.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1083220/000110465926053074/0001104659-26-053074-index.htm","confidence":0.9}],"comparable_filings":[{"accession":"0001193125-26-251719","ticker":"BURU","company_name":"Nuburu, Inc.","filed_at":"2026-06-01T21:10:15+00:00","headline":"Nuburu agrees to acquire 70% stake in Tekne S.p.A. for up to €29.7M plus earn-out","event_type":"m_and_a","sec_items":["1.01"],"materiality_score":0.7,"calibrated_materiality_score":0.7,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251719","json":"https://secwatch.observer/filing/0001193125-26-251719.json","markdown":"https://secwatch.observer/filing/0001193125-26-251719.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1814215/000119312526251719/0001193125-26-251719-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1814215/000119312526251719/buru-20260526.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On April 24, 2026, Xcel Brands, Inc. (the “Company”), Xcel IP Holdings, LLC a wholly-owned subsidiary of the Company (“IP Holdings”) and JR Licensing, LLC, a wholly-owned subsidiary of IP Holdings (“JR Licensing and, collectively, the “Xcel Parties”), entered into an asset purchase agreement with Judith Ripka Designs, LLC (“the Buyer”) with respect to the sale by the Xcel Parties to the Buyer of substantially all of the assets of JR Licensing, including the “ Judith Ripka ” brand name and trademarks.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1083220/000110465926053074/0001104659-26-053074-index.htm","comparable_excerpt":"On May 26, 2026, Nuburu, Inc. (the “Company”) and its subsidiary, Nuburu Defense, LLC (“Nuburu Defense”), entered into an Investment Agreement (the “Agreement”) with Tekne S.p.A. (“Tekne”) and Ambrogio D’Arrezzo, Carlo Ulacco, and Andrea Lodi, the shareholders of Tekne (collectively, the “Shareholders”) pursuant to which the Company agreed to contribute additional financial resources to Tekne and purchase shares of Tekne from the Shareholders in exchange for obtaining a 70% equity interest in Tekne.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1814215/000119312526251719/0001193125-26-251719-index.htm"}},{"accession":"0001493152-26-026559","ticker":"WINV","company_name":"WinVest Acquisition Corp.","filed_at":"2026-06-01T15:20:55+00:00","headline":"WinVest amends business combination agreement to add ADS structure and share restructuring","event_type":"m_and_a","sec_items":["1.01","9.01"],"materiality_score":0.55,"calibrated_materiality_score":0.55,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-26-026559","json":"https://secwatch.observer/filing/0001493152-26-026559.json","markdown":"https://secwatch.observer/filing/0001493152-26-026559.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1854463/000149315226026559/0001493152-26-026559-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1854463/000149315226026559/form8-k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On April 24, 2026, Xcel Brands, Inc. (the “Company”), Xcel IP Holdings, LLC a wholly-owned subsidiary of the Company (“IP Holdings”) and JR Licensing, LLC, a wholly-owned subsidiary of IP Holdings (“JR Licensing and, collectively, the “Xcel Parties”), entered into an asset purchase agreement with Judith Ripka Designs, LLC (“the Buyer”) with respect to the sale by the Xcel Parties to the Buyer of substantially all of the assets of JR Licensing, including the “ Judith Ripka ” brand name and trademarks.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1083220/000110465926053074/0001104659-26-053074-index.htm","comparable_excerpt":"On May 26, 2026, SPAC, Pubco, the Company, SPAC Merger Sub, and Company Merger Sub entered into that certain Amended and Restated Business Combination Agreement (the “Restated Business Combination Agreement”), pursuant to which the Original Business Combination Agreement was amended and restated in its entirety","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1854463/000149315226026559/0001493152-26-026559-index.htm"}},{"accession":"0001193125-26-211817","ticker":"GIG","company_name":"GigCapital7 Corp.","filed_at":"2026-05-07T23:59:59+00:00","headline":"GigCapital7 enters additional non-redemption and forward purchase agreements for Hadron Energy merger","event_type":"m_and_a","sec_items":["1.01","8.01","9.01"],"materiality_score":0.7,"calibrated_materiality_score":0.7,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-211817","json":"https://secwatch.observer/filing/0001193125-26-211817.json","markdown":"https://secwatch.observer/filing/0001193125-26-211817.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2023730/000119312526211817/0001193125-26-211817-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2023730/000119312526211817/d152235d8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On April 24, 2026, Xcel Brands, Inc. (the “Company”), Xcel IP Holdings, LLC a wholly-owned subsidiary of the Company (“IP Holdings”) and JR Licensing, LLC, a wholly-owned subsidiary of IP Holdings (“JR Licensing and, collectively, the “Xcel Parties”), entered into an asset purchase agreement with Judith Ripka Designs, LLC (“the Buyer”) with respect to the sale by the Xcel Parties to the Buyer of substantially all of the assets of JR Licensing, including the “ Judith Ripka ” brand name and trademarks.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1083220/000110465926053074/0001104659-26-053074-index.htm","comparable_excerpt":"On May 6, 2026, GigCapital7 and Target entered into a forward stock purchase agreement (the “ Forward Purchase Agreement ”) with certain investors (together, the “ Seller ”) for an OTC Equity Prepaid Forward Transaction.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2023730/000119312526211817/0001193125-26-211817-index.htm"}},{"accession":"0001493152-26-021752","ticker":"AEI","company_name":"Alset Inc.","filed_at":"2026-05-07T23:59:59+00:00","headline":"Alset Inc. terminates agreement to sell Hapi Metaverse shares to HWH International for $19.9M","event_type":"m_and_a","sec_items":["1.01","1.02","9.01"],"materiality_score":0.6,"calibrated_materiality_score":0.6,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-26-021752","json":"https://secwatch.observer/filing/0001493152-26-021752.json","markdown":"https://secwatch.observer/filing/0001493152-26-021752.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1750106/000149315226021752/0001493152-26-021752-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1750106/000149315226021752/form8-k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On April 24, 2026, Xcel Brands, Inc. (the “Company”), Xcel IP Holdings, LLC a wholly-owned subsidiary of the Company (“IP Holdings”) and JR Licensing, LLC, a wholly-owned subsidiary of IP Holdings (“JR Licensing and, collectively, the “Xcel Parties”), entered into an asset purchase agreement with Judith Ripka Designs, LLC (“the Buyer”) with respect to the sale by the Xcel Parties to the Buyer of substantially all of the assets of JR Licensing, including the “ Judith Ripka ” brand name and trademarks.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1083220/000110465926053074/0001104659-26-053074-index.htm","comparable_excerpt":"The Company and its subsidiary HWH have now agreed to terminate the purchase and sale of the Hapi Metaverse Shares, and the agreements contemplating the same, on the terms and subject to the conditions set forth in a Termination Agreement dated May 6, 2026.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1750106/000149315226021752/0001493152-26-021752-index.htm"}},{"accession":"0001914496-26-000076","ticker":null,"company_name":"Sculptor Diversified Real Estate Income Trust, Inc.","filed_at":"2026-05-07T23:59:59+00:00","headline":"Sculptor Diversified Real Estate acquires JW Marriott Marco Island for $835M via $690M loan, $87M equity","event_type":"m_and_a","sec_items":["1.01","2.01","2.03","9.01"],"materiality_score":0.6,"calibrated_materiality_score":0.6,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001914496-26-000076","json":"https://secwatch.observer/filing/0001914496-26-000076.json","markdown":"https://secwatch.observer/filing/0001914496-26-000076.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1914496/000191449626000076/0001914496-26-000076-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1914496/000191449626000076/sreit-20260501.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On April 24, 2026, Xcel Brands, Inc. (the “Company”), Xcel IP Holdings, LLC a wholly-owned subsidiary of the Company (“IP Holdings”) and JR Licensing, LLC, a wholly-owned subsidiary of IP Holdings (“JR Licensing and, collectively, the “Xcel Parties”), entered into an asset purchase agreement with Judith Ripka Designs, LLC (“the Buyer”) with respect to the sale by the Xcel Parties to the Buyer of substantially all of the assets of JR Licensing, including the “ Judith Ripka ” brand name and trademarks.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1083220/000110465926053074/0001104659-26-053074-index.htm","comparable_excerpt":"On May 1, 2026, Sculptor Diversified Real Estate Income Trust, Inc. (the “Company,” “we,” “our”), through our wholly owned subsidiary MIH Investor LLC, entered into a joint venture (the “MIH Member JV”) with Sculptor Real Estate MI Fund, LP (“MI Fund”), Sculptor Real Estate Parallel Fund V D Co-Investments, LP (“Fund V D”), and Sculptor Real Estate Fund V C Co-Investments, LP (“Fund V C”), each of which is an investment fund managed by affiliates of our Adviser.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1914496/000191449626000076/0001914496-26-000076-index.htm"}},{"accession":"0001193125-26-251752","ticker":null,"company_name":"Enviri II Corp","filed_at":"2026-06-01T21:18:36+00:00","headline":"New Enviri completes spin-off; starts trading June 2 under NVRI; ~$1.2B revenue, ~$140M EBITDA","event_type":"m_and_a","sec_items":["1.01","2.03","3.03","5.03","5.01","5.02","5.05","7.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01","same event type: m_and_a"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251752","json":"https://secwatch.observer/filing/0001193125-26-251752.json","markdown":"https://secwatch.observer/filing/0001193125-26-251752.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/0001193125-26-251752-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/d258410d8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On April 24, 2026, Xcel Brands, Inc. (the “Company”), Xcel IP Holdings, LLC a wholly-owned subsidiary of the Company (“IP Holdings”) and JR Licensing, LLC, a wholly-owned subsidiary of IP Holdings (“JR Licensing and, collectively, the “Xcel Parties”), entered into an asset purchase agreement with Judith Ripka Designs, LLC (“the Buyer”) with respect to the sale by the Xcel Parties to the Buyer of substantially all of the assets of JR Licensing, including the “ Judith Ripka ” brand name and trademarks.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1083220/000110465926053074/0001104659-26-053074-index.htm","comparable_excerpt":"On June 1, 2026, New Enviri entered into a transition services agreement (the “Transition Services Agreement”) with CLEH pursuant to which New Enviri will provide certain services to CLEH on an interim, transitional basis.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/0001193125-26-251752-index.htm"}},{"accession":"0001829126-26-005923","ticker":"TACH","company_name":"Titan Acquisition Corp.","filed_at":"2026-06-01T21:15:47+00:00","headline":"Titan Acquisition Corp enters $800M deal to combine with OpenPayd","event_type":"m_and_a","sec_items":["1.01","7.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01","same event type: m_and_a"],"urls":{"canonical":"https://secwatch.observer/filing/0001829126-26-005923","json":"https://secwatch.observer/filing/0001829126-26-005923.json","markdown":"https://secwatch.observer/filing/0001829126-26-005923.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2009183/000182912626005923/0001829126-26-005923-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2009183/000182912626005923/titanacq_8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On April 24, 2026, Xcel Brands, Inc. (the “Company”), Xcel IP Holdings, LLC a wholly-owned subsidiary of the Company (“IP Holdings”) and JR Licensing, LLC, a wholly-owned subsidiary of IP Holdings (“JR Licensing and, collectively, the “Xcel Parties”), entered into an asset purchase agreement with Judith Ripka Designs, LLC (“the Buyer”) with respect to the sale by the Xcel Parties to the Buyer of substantially all of the assets of JR Licensing, including the “ Judith Ripka ” brand name and trademarks.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1083220/000110465926053074/0001104659-26-053074-index.htm","comparable_excerpt":"On June 1, 2026, Titan Acquisition Corp, a Cayman Islands exempted company (“Titan”), entered into a Business Combination Agreement (the “Business Combination Agreement”), by and among OpenPayd Global Holdings Limited, a Cayman Islands exempted company (“PubCo”), Titan Acquisition Sponsor Holdco LLC, a Delaware limited liability company (the “Sponsor”), solely in its capacity as the Purchaser Representative, OpenPayd Holdings Limited, a company limited by shares incorporated in England and Wales (“Company”), Ozan Özerk, solely in his capacity as the Company Shareholders Representative, and the shareholders of the Company party thereto (collectively, the “Parties”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2009183/000182912626005923/0001829126-26-005923-index.htm"}},{"accession":"0001193125-26-251442","ticker":"RPAY","company_name":"Repay Holdings Corp","filed_at":"2026-06-01T20:14:04+00:00","headline":"REPAY closes $372M acquisition of KUBRA, funded with new $500M term loan","event_type":"m_and_a","sec_items":["1.01","2.01","1.02","9.01","2.03","7.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01","same event type: m_and_a"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251442","json":"https://secwatch.observer/filing/0001193125-26-251442.json","markdown":"https://secwatch.observer/filing/0001193125-26-251442.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526251442/0001193125-26-251442-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526251442/rpay-20260601.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On April 24, 2026, Xcel Brands, Inc. (the “Company”), Xcel IP Holdings, LLC a wholly-owned subsidiary of the Company (“IP Holdings”) and JR Licensing, LLC, a wholly-owned subsidiary of IP Holdings (“JR Licensing and, collectively, the “Xcel Parties”), entered into an asset purchase agreement with Judith Ripka Designs, LLC (“the Buyer”) with respect to the sale by the Xcel Parties to the Buyer of substantially all of the assets of JR Licensing, including the “ Judith Ripka ” brand name and trademarks.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1083220/000110465926053074/0001104659-26-053074-index.htm","comparable_excerpt":"On June 1, 2026 (the “Closing Date”), Repay Holdings Corporation (the “Company” or “REPAY”), its wholly owned subsidiary, Hawk Parent Holdings LLC, a Delaware limited liability company (the “Borrower”) and certain subsidiaries of the Company party thereto, as guarantors, entered into a Credit Agreement (the “Credit Agreement”) with certain financial institutions party thereto, as lenders, and Truist Bank, as administrative agent.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526251442/0001193125-26-251442-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}