secwatch / observer
8-K filed May 7, 2024, 7:59 PM ET CIK 0001879297
M&A confidence high sentiment negative materiality 0.90

LAMF Global Ventures completes de-SPAC merger with Nuvo Group; 98.7% of shares redeemed

LAMF Global Ventures Corp. I

item 1.01item 1.02item 2.01item 3.01item 3.02item 3.03item 5.01item 5.02item 9.01

Machine-readable event card

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0001879297
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LAMF Global Ventures Corp. I
filed_at
2024-05-07T23:59:59+00:00
discovered_at
2026-05-14T18:03:21.062010+00:00
generated_at
2026-06-02T20:48:21.221984+00:00
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https://www.sec.gov/Archives/edgar/data/1879297/000121390024040496/0001213900-24-040496-index.htm
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https://www.sec.gov/Archives/edgar/data/1879297/000121390024040496/ea0205441-8k_lamf1.htm
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JSON Markdown Plain text

Source-grounded claims

5f666076fd6abd2426b265d78b370ac2f48ed11e

LAMF Global Ventures Corp. I completed an acquisition involving Nuvo Group Ltd. (closed 2024-05-01).

On May 1, 2024 (the “Closing Date”), Merger Sub merged with and into Nuvo (the “Acquisition Merger” and, together with the SPAC Merger, the “Mergers”), with Nuvo continuing as the surviving corporation of such merger (Nuvo, in its capacity as the surviving entity of the Acquisition Merger, the “Acquisition Surviving Sub”).

SEC 8-K Item 2.01/5.01 confidence 0.9 SEC evidence

974bb3e6674aefbe028893f9b806076794087f6d

LAMF Global Ventures Corp. I underwent a change of control involving Assetco (closed 2024-04-30).

On April 30, 2024, LAMF merged with and into Assetco (the “SPAC Merger”), with Assetco continuing as the surviving corporation (Assetco, in its capacity as the surviving entity of the SPAC Merger, the “SPAC Surviving Company”).

SEC 8-K Item 2.01/5.01 confidence 0.9 SEC evidence

5dfe303d3ffb0b700352f4f93bec8204aaaf846a

LAMF Global Ventures Corp. I entered into Warrant Assignment, Assumption and Amendment Agreement with Continental Stock Transfer & Trust Company valued at Entry into Warrant Assignment, Assumption and Amendment Agreement assigning existing warrant agreeme (effective 2024-04-30).

On April 30, 2024, LAMF, Holdco and Continental Stock Transfer & Trust Company (“Continental”) entered into that certain Warrant Assignment, Assumption and Amendment Agreement (the “New Warrant Agreement”).

SEC 8-K Item 1.01/1.02 confidence 0.95 SEC evidence

72436243d4ab4744ea9cc4d75a71b7482c459131

LAMF Global Ventures Corp. I terminated Administrative Services Agreement with LAMF SPAC Holdings I LLC valued at Terminated Administrative Services Agreement dated November 10, 2021 in connection with business com (effective 2024-05-01).

(ii) that certain Administrative Services Agreement, dated as of November 10, 2021, between LAMF and LAMF SPAC Holdings I LLC (the “Sponsor”), pursuant to which the Sponsor and/or its affiliates provided office space and secretarial and administrative services to LAMF for a fee of $20,000 per month

SEC 8-K Item 1.01/1.02 confidence 0.95 SEC evidence

9025bc9bc81b451c8f01b0d358493d0f9c81da42

LAMF Global Ventures Corp. I terminated Registration Rights Agreement with Sponsor and Holders valued at Terminated and replaced Registration Rights Agreement dated November 10, 2021 with Holdco Registrati (effective 2024-05-01).

(iv) and Registration Rights Agreement, dated November 10, 2021, by and among LAMF, the Sponsor and the Holders signatory thereto, which was terminated and replaced by that certain Registration Rights Agreement, dated as of May 1, 2024, by and among LAMF, Holdco, the Sponsor and the other parties thereto, as contemplated by the Business Combination Agreement (the “Holdco Registration Rights Agreement”)

SEC 8-K Item 1.01/1.02 confidence 0.95 SEC evidence

c27c9ccf96bbbeea10b762638728d1179894744a

LAMF Global Ventures Corp. I entered into Holdco Registration Rights Agreement with LAMF, Holdco, Sponsor and other parties valued at Entry into Holdco Registration Rights Agreement replacing prior registration rights agreement (effective 2024-05-01).

that certain Registration Rights Agreement, dated as of May 1, 2024, by and among LAMF, Holdco, the Sponsor and the other parties thereto, as contemplated by the Business Combination Agreement (the “Holdco Registration Rights Agreement”)

SEC 8-K Item 1.01/1.02 confidence 0.95 SEC evidence

e0026fa0ecba1cbc97ff0c3f428d563b3978db15

LAMF Global Ventures Corp. I terminated Letter Agreement with officers, directors and Sponsor valued at Terminated Letter Agreement dated November 10, 2021 in connection with business combination closing (effective 2024-05-01).

(iii) the Letter Agreement, dated as of November 10, 2021, made in favor of LAMF by each officer and director of LAMF and Sponsor, which included covenants of such persons to vote in favor of LAMF’s initial business combination and not to participate in the SPAC Redemptions, among other things

SEC 8-K Item 1.01/1.02 confidence 0.95 SEC evidence

e32226ab833911f87602a1ea88e89b4ae90a50df

LAMF Global Ventures Corp. I terminated Investment Management Trust Agreement with Continental Stock Transfer & Trust Company valued at Terminated Investment Management Trust Agreement dated November 10, 2021 in connection with business (effective 2024-05-01).

On the Closing Date, in connection with the consummation of the Business Combination, the following material agreements of LAMF terminated in accordance with their terms: (i) that certain Investment Management Trust Agreement, dated as of November 10, 2021 (the “Investment Management Trust Agreement”), between LAMF and Continental

SEC 8-K Item 1.01/1.02 confidence 0.95 SEC evidence

Comparable filings

NVRI

Enviri completes sale of Clean Earth to Veolia for $3.04B; spins off remaining businesses as New Enviri

ENVIRI Corp June 1, 2026, 5:15 PM ET m_and_a Items 1.02, 2.01, 3.01, 3.03, 5.01, 9.01

same fact type: ma_transaction, material_agreement same SEC item: 1.02, 2.01, 3.01, 3.03, 5.01, 9.01 same event type: m_and_a similar materiality

This filing

On May 1, 2024 (the “Closing Date”), Merger Sub merged with and into Nuvo (the “Acquisition Merger” and, together with the SPAC Merger, the “Mergers”), with Nuvo continuing as the surviving corporation of such merger (Nuvo, in its capacity as the surviving entity of the Acquisition Merger, the “Acquisition Surviving Sub”).

Comparable filing

On June 1, 2026, pursuant to the terms of the Separation Agreement and the Merger Agreement, the following series of transactions occurred

Filing page SEC filing

XRN

Chiron Real Estate closes $249M acquisition of two senior housing communities; issues $100M Series C preferred

Chiron Real Estate Inc. June 2, 2026, 4:30 PM ET m_and_a Items 1.01, 2.01, 2.03, 3.02, 3.03, 5.03, 9.01

same fact type: ma_transaction, material_agreement same SEC item: 1.01, 2.01, 3.02, 3.03, 9.01 same event type: m_and_a similar materiality

This filing

On May 1, 2024 (the “Closing Date”), Merger Sub merged with and into Nuvo (the “Acquisition Merger” and, together with the SPAC Merger, the “Mergers”), with Nuvo continuing as the surviving corporation of such merger (Nuvo, in its capacity as the surviving entity of the Acquisition Merger, the “Acquisition Surviving Sub”).

Comparable filing

On June 1, 2026, the Company, through one or more subsidiaries, closed on the acquisition of The Landing Alexandria (the “ Landing ”), a senior housing community located in Alexandria, Virginia for a purchase price of $130 million.

Filing page SEC filing

FFIC

OceanFirst completes acquisition of Flushing Financial; FFIC holders receive 0.85 OCFC shares

FLUSHING FINANCIAL CORP June 1, 2026, 5:21 PM ET m_and_a Items 2.01, 3.01, 3.03, 5.01, 5.02, 9.01

same fact type: ma_transaction same SEC item: 2.01, 3.01, 3.03, 5.01, 5.02, 9.01 same event type: m_and_a similar materiality

This filing

On May 1, 2024 (the “Closing Date”), Merger Sub merged with and into Nuvo (the “Acquisition Merger” and, together with the SPAC Merger, the “Mergers”), with Nuvo continuing as the surviving corporation of such merger (Nuvo, in its capacity as the surviving entity of the Acquisition Merger, the “Acquisition Surviving Sub”).

Comparable filing

of Flushing (“ Flushing Common Stock ”) issued and outstanding immediately prior to the Effective Time, subject to certain exceptions, was converted into the right to receive 0.85 of a share (the “ Exchange Ratio ”) of common stock, par value $0.01 per share, of OceanFirst (“ OceanFirst Common Stock ” and such consideration, the “ Merger Consideration ”).

Filing page SEC filing

OCFC

OceanFirst closes acquisition of Flushing Financial; issues shares to Warburg Pincus

OCEANFIRST FINANCIAL CORP June 1, 2026, 5:19 PM ET m_and_a Items 1.01, 3.02, 2.01, 2.03, 3.03, 5.02, 5.03, 7.01, 9.01

same fact type: ma_transaction same SEC item: 1.01, 2.01, 3.02, 3.03, 5.02, 9.01 same event type: m_and_a similar materiality

This filing

On May 1, 2024 (the “Closing Date”), Merger Sub merged with and into Nuvo (the “Acquisition Merger” and, together with the SPAC Merger, the “Mergers”), with Nuvo continuing as the surviving corporation of such merger (Nuvo, in its capacity as the surviving entity of the Acquisition Merger, the “Acquisition Surviving Sub”).

Comparable filing

of Flushing (“ Flushing Common Stock ”) issued and outstanding immediately prior to the Effective Time, subject to certain exceptions, was converted into the right to receive 0.85 of a share (the “ Exchange Ratio ”) of common stock, par value $0.01 per share, of OceanFirst (“ OceanFirst Common Stock ” and such consideration, the “ Merger Consideration ”).

Filing page SEC filing

Enviri II Corp

New Enviri completes spin-off; starts trading June 2 under NVRI; ~$1.2B revenue, ~$140M EBITDA

Enviri II Corp June 1, 2026, 5:18 PM ET m_and_a Items 1.01, 2.03, 3.03, 5.03, 5.01, 5.02, 5.05, 7.01, 9.01

same fact type: ma_transaction, material_agreement same SEC item: 1.01, 3.03, 5.01, 5.02, 9.01 same event type: m_and_a similar materiality

This filing

On May 1, 2024 (the “Closing Date”), Merger Sub merged with and into Nuvo (the “Acquisition Merger” and, together with the SPAC Merger, the “Mergers”), with Nuvo continuing as the surviving corporation of such merger (Nuvo, in its capacity as the surviving entity of the Acquisition Merger, the “Acquisition Surviving Sub”).

Comparable filing

This Current Report on Form 8-K is being filed in connection with the completion of the spin-off of New Enviri contemplated by the Separation Agreement.

Filing page SEC filing

CVGW

Calavo completes acquisition by Mission Produce; shareholders receive 0.9790 Mission shares + $14.85 cash per share

CALAVO GROWERS INC May 29, 2026, 6:01 AM ET m_and_a Items 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 9.01

same fact type: ma_transaction same SEC item: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 9.01 same event type: m_and_a similar materiality

This filing

On May 1, 2024 (the “Closing Date”), Merger Sub merged with and into Nuvo (the “Acquisition Merger” and, together with the SPAC Merger, the “Mergers”), with Nuvo continuing as the surviving corporation of such merger (Nuvo, in its capacity as the surviving entity of the Acquisition Merger, the “Acquisition Surviving Sub”).

Comparable filing

Time and (y) the Merger Consideration Value. Aggregate Merger Consideration The total aggregate consideration payable to Calavo shareholders in the Mergers was approximately 17,531,182 Mission Produce Shares and $265,922,425. The cash consideration was paid by Mission Produce using a combination of (a) available cash on hand and (b) third-party debt financing.

Filing page SEC filing

AMWD

American Woodmark completes merger with MasterBrand; shareholders receive 5.150 MBC shares per share

AMERICAN WOODMARK CORP May 28, 2026, 9:17 AM ET m_and_a Items 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 7.01, 9.01

same fact type: ma_transaction same SEC item: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 9.01 same event type: m_and_a similar materiality

This filing

On May 1, 2024 (the “Closing Date”), Merger Sub merged with and into Nuvo (the “Acquisition Merger” and, together with the SPAC Merger, the “Mergers”), with Nuvo continuing as the surviving corporation of such merger (Nuvo, in its capacity as the surviving entity of the Acquisition Merger, the “Acquisition Surviving Sub”).

Comparable filing

Merger Consideration Pursuant to the Merger Agreement, at the Effective Time, each share of American Woodmark common stock outstanding was converted into the right to receive 5.150 shares of MasterBrand common stock (such ratio, the “Exchange Ratio”), plus cash in lieu of any fractional shares. Treatment of American Woodmark Equity Awards Pursuant to the

Filing page SEC filing

Veris Residential, L.P.

Veris Residential taken private in $3.5B all-cash acquisition by Affinius Capital consortium

Veris Residential, L.P. May 27, 2026, 4:44 PM ET m_and_a Items 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01

same fact type: ma_transaction same SEC item: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 9.01 same event type: m_and_a similar materiality

This filing

On May 1, 2024 (the “Closing Date”), Merger Sub merged with and into Nuvo (the “Acquisition Merger” and, together with the SPAC Merger, the “Mergers”), with Nuvo continuing as the surviving corporation of such merger (Nuvo, in its capacity as the surviving entity of the Acquisition Merger, the “Acquisition Surviving Sub”).

Comparable filing

and (ii) any direct or indirect wholly owned subsidiary of the Company, if any) was automatically cancelled and converted into the right to receive an amount equal to $19.00 per Share in cash, without interest thereon (the “ Merger Consideration ”), ceased to be outstanding and was automatically cancelled and ceased to exist; and · Merger Sub II

Filing page SEC filing

Source: SEC EDGAR
accession 0001213900-24-040496
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