Scilex subsidiary to sell ACEA Pharma to Phoenix Asia for $1B in stock, owning 82% post-close

This filing

On May 4, 2026, ACEA Therapeutics, Inc. (“ACEA Thera”), an indirect minority owned subsidiary of Scilex Holding Company (the “Company”), entered into a Stock Acquisition Agreement (the “ACEA-PHOE SAA”) with Phoenix Asia Holdings Limited, a company organized under the laws of the Cayman Islands (“Phoenix Asia”), and ACEA Pharma, Inc., a wholly owned subsidiary of ACEA Thera and an exempted company incorporated with limited liability in the Cayman Islands (“ACEA Pharma”), pursuant to which ACEA Thera agreed to transfer and sell, and Phoenix Asia agreed to purchase, 100% of the issued and outstanding shares of common stock of ACEA Pharma in exchange for the delivery to ACEA Thera of 100,000,000 newly-issued ordinary shares at $10.00 per share, par value $0.00001 per share, of Phoenix Asia (the “Stock Acquisition”), the value of which was as agreed by the parties to be $1,000,000,000.00.

Comparable filing

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.

This filing

On May 4, 2026, ACEA Therapeutics, Inc. (“ACEA Thera”), an indirect minority owned subsidiary of Scilex Holding Company (the “Company”), entered into a Stock Acquisition Agreement (the “ACEA-PHOE SAA”) with Phoenix Asia Holdings Limited, a company organized under the laws of the Cayman Islands (“Phoenix Asia”), and ACEA Pharma, Inc., a wholly owned subsidiary of ACEA Thera and an exempted company incorporated with limited liability in the Cayman Islands (“ACEA Pharma”), pursuant to which ACEA Thera agreed to transfer and sell, and Phoenix Asia agreed to purchase, 100% of the issued and outstanding shares of common stock of ACEA Pharma in exchange for the delivery to ACEA Thera of 100,000,000 newly-issued ordinary shares at $10.00 per share, par value $0.00001 per share, of Phoenix Asia (the “Stock Acquisition”), the value of which was as agreed by the parties to be $1,000,000,000.00.

Comparable filing

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”).

This filing

On May 4, 2026, ACEA Therapeutics, Inc. (“ACEA Thera”), an indirect minority owned subsidiary of Scilex Holding Company (the “Company”), entered into a Stock Acquisition Agreement (the “ACEA-PHOE SAA”) with Phoenix Asia Holdings Limited, a company organized under the laws of the Cayman Islands (“Phoenix Asia”), and ACEA Pharma, Inc., a wholly owned subsidiary of ACEA Thera and an exempted company incorporated with limited liability in the Cayman Islands (“ACEA Pharma”), pursuant to which ACEA Thera agreed to transfer and sell, and Phoenix Asia agreed to purchase, 100% of the issued and outstanding shares of common stock of ACEA Pharma in exchange for the delivery to ACEA Thera of 100,000,000 newly-issued ordinary shares at $10.00 per share, par value $0.00001 per share, of Phoenix Asia (the “Stock Acquisition”), the value of which was as agreed by the parties to be $1,000,000,000.00.

Comparable filing

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.

This filing

On May 4, 2026, ACEA Therapeutics, Inc. (“ACEA Thera”), an indirect minority owned subsidiary of Scilex Holding Company (the “Company”), entered into a Stock Acquisition Agreement (the “ACEA-PHOE SAA”) with Phoenix Asia Holdings Limited, a company organized under the laws of the Cayman Islands (“Phoenix Asia”), and ACEA Pharma, Inc., a wholly owned subsidiary of ACEA Thera and an exempted company incorporated with limited liability in the Cayman Islands (“ACEA Pharma”), pursuant to which ACEA Thera agreed to transfer and sell, and Phoenix Asia agreed to purchase, 100% of the issued and outstanding shares of common stock of ACEA Pharma in exchange for the delivery to ACEA Thera of 100,000,000 newly-issued ordinary shares at $10.00 per share, par value $0.00001 per share, of Phoenix Asia (the “Stock Acquisition”), the value of which was as agreed by the parties to be $1,000,000,000.00.

Comparable filing

On May 7, 2026, Unusual Machines, Inc. (the “Company”), a manufacturer of NDAA-compliant drone components, entered into a $52 million agreement and plan of merger (the “Merger Agreement”), with Upgrade Energy LLC, a newly formed subsidiary of the Company (the “Surviving Company”), DroneNX LLC d/b/a Upgrade Energy (“Upgrade”), and Matthew Barnard as the Member Representative of Upgrade, pursuant to which, the Surviving Company, will acquire all of the property, rights, privileges, licenses, powers and authority of Upgrade in exchange for 1,792,012 shares of Company common stock at $13.9508 per share and $1 million cash at closing with a potential post-closing earn-out payment of up to $26 million in cash, subject to the Surviving Company achieving an annual revenue target of $10 million during a two-year calculation period following the date of the Merger Agreement (with proportional adjustment for the second year).

This filing

On May 4, 2026, ACEA Therapeutics, Inc. (“ACEA Thera”), an indirect minority owned subsidiary of Scilex Holding Company (the “Company”), entered into a Stock Acquisition Agreement (the “ACEA-PHOE SAA”) with Phoenix Asia Holdings Limited, a company organized under the laws of the Cayman Islands (“Phoenix Asia”), and ACEA Pharma, Inc., a wholly owned subsidiary of ACEA Thera and an exempted company incorporated with limited liability in the Cayman Islands (“ACEA Pharma”), pursuant to which ACEA Thera agreed to transfer and sell, and Phoenix Asia agreed to purchase, 100% of the issued and outstanding shares of common stock of ACEA Pharma in exchange for the delivery to ACEA Thera of 100,000,000 newly-issued ordinary shares at $10.00 per share, par value $0.00001 per share, of Phoenix Asia (the “Stock Acquisition”), the value of which was as agreed by the parties to be $1,000,000,000.00.

Comparable filing

the 2% NSR Royalty contained in the Lease Agreement was effectively terminated

This filing

On May 4, 2026, ACEA Therapeutics, Inc. (“ACEA Thera”), an indirect minority owned subsidiary of Scilex Holding Company (the “Company”), entered into a Stock Acquisition Agreement (the “ACEA-PHOE SAA”) with Phoenix Asia Holdings Limited, a company organized under the laws of the Cayman Islands (“Phoenix Asia”), and ACEA Pharma, Inc., a wholly owned subsidiary of ACEA Thera and an exempted company incorporated with limited liability in the Cayman Islands (“ACEA Pharma”), pursuant to which ACEA Thera agreed to transfer and sell, and Phoenix Asia agreed to purchase, 100% of the issued and outstanding shares of common stock of ACEA Pharma in exchange for the delivery to ACEA Thera of 100,000,000 newly-issued ordinary shares at $10.00 per share, par value $0.00001 per share, of Phoenix Asia (the “Stock Acquisition”), the value of which was as agreed by the parties to be $1,000,000,000.00.

Comparable filing

On May 6, 2026, Suncrete, Inc., a Delaware corporation (the “Company”), through its subsidiary Hope Concrete, LLC, a Texas limited liability company (“Purchaser”), entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) and related agreements with the owners of Nelson Bros. Ready Mix, LLC, a Texas limited liability company (the “Target”), to acquire 100% of the ownership interests of Target

This filing

On May 4, 2026, ACEA Therapeutics, Inc. (“ACEA Thera”), an indirect minority owned subsidiary of Scilex Holding Company (the “Company”), entered into a Stock Acquisition Agreement (the “ACEA-PHOE SAA”) with Phoenix Asia Holdings Limited, a company organized under the laws of the Cayman Islands (“Phoenix Asia”), and ACEA Pharma, Inc., a wholly owned subsidiary of ACEA Thera and an exempted company incorporated with limited liability in the Cayman Islands (“ACEA Pharma”), pursuant to which ACEA Thera agreed to transfer and sell, and Phoenix Asia agreed to purchase, 100% of the issued and outstanding shares of common stock of ACEA Pharma in exchange for the delivery to ACEA Thera of 100,000,000 newly-issued ordinary shares at $10.00 per share, par value $0.00001 per share, of Phoenix Asia (the “Stock Acquisition”), the value of which was as agreed by the parties to be $1,000,000,000.00.

Comparable filing

On May 7, 2026, Americold Realty Operating Partnership, LP, a Delaware limited partnership, MHG Gateway Properties, LLC, a New Jersey limited liability company, ART Mortgage Borrower Propco 2010 - 5 LLC, a Delaware limited liability company, Americold New TRS Sub 1, LLC, a Delaware limited liability company, Americold Real Estate, L.P., a Delaware limited partnership, ART Mortgage Borrower Propco 2010 - 4 LLC, a Delaware limited liability company, New Hall’s Warehouse LLC, a New Jersey limited liability company and Americold Russellville, LLC, an Arkansas limited liability company, each a subsidiary of Americold Realty Trust, Inc. (the “ Company ”) and Snowfall Topco LP, an affiliate of EQT entered into a contribution agreement (the “ Contribution Agreement ” and the transactions described therein, the “ JV Transaction ”), which was unanimously approved by the Company’s Board of Directors (the “Board”), upon the unanimous recommendation of the Finance Committee of the Board, to create

This filing

On May 4, 2026, ACEA Therapeutics, Inc. (“ACEA Thera”), an indirect minority owned subsidiary of Scilex Holding Company (the “Company”), entered into a Stock Acquisition Agreement (the “ACEA-PHOE SAA”) with Phoenix Asia Holdings Limited, a company organized under the laws of the Cayman Islands (“Phoenix Asia”), and ACEA Pharma, Inc., a wholly owned subsidiary of ACEA Thera and an exempted company incorporated with limited liability in the Cayman Islands (“ACEA Pharma”), pursuant to which ACEA Thera agreed to transfer and sell, and Phoenix Asia agreed to purchase, 100% of the issued and outstanding shares of common stock of ACEA Pharma in exchange for the delivery to ACEA Thera of 100,000,000 newly-issued ordinary shares at $10.00 per share, par value $0.00001 per share, of Phoenix Asia (the “Stock Acquisition”), the value of which was as agreed by the parties to be $1,000,000,000.00.

Comparable filing

In connection with the consummation of the Mergers, CECO paid or caused to be paid, on behalf of Thermon, all amounts necessary to satisfy and discharge in full the then-outstanding obligations of Thermon under that certain Amended and Restated Credit Agreement, dated September 29, 2021, by and among Thermon Holding Corp., Thermon Canada Inc., the other financial institutions or entities party thereto from time to time and JPMorgan Chase Bank, N.A., as Administrative Agent, which was further amended on November 19, 2021, March 7, 2023, and December 29, 2023 (as amended, restated, supplemented or otherwise modified from time to time, together with all related credit documentation, the “Credit Agreement”). In connection therewith, the Credit Agreement and all commitments thereunder were terminated.