{"schema_version":"secwatch.filing_event.v1","accession":"0001213900-26-025750","form_type":"8-K","ticker":"GRML","cik":"0001907223","company_name":"Greenland Mines Ltd","filed_at":"2026-03-10T23:59:59+00:00","discovered_at":"2026-05-14T18:02:36.736878+00:00","generated_at":"2026-05-15T17:02:37.808308+00:00","sec_items":["1.01","2.01","3.02","5.03","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.8,"calibrated_materiality_score":0.8,"confidence":"high","headline":"Klotho Neurosciences acquires Greenland Mines; issues 47k Series C Preferred shares for Skaergaard Project","bullets":["Merger consideration: 47,000 Series C Preferred shares; each convertible into 42,554 common shares after stockholder approval.","Greenland Mines holds 80% of Major Precious Greenland A/S, owner of Skaergaard Project with 25.4 Moz PdEq and 23.5 Moz AuEq resources.","Series C Preferred is non-voting and non-convertible until stockholder approval is obtained at a special or annual meeting.","No change in control or in executive officers/directors of Klotho as a result of the merger."],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-26-025750","json":"https://secwatch.observer/filing/0001213900-26-025750.json","markdown":"https://secwatch.observer/filing/0001213900-26-025750.md","text":"https://secwatch.observer/filing/0001213900-26-025750.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1907223/000121390026025750/0001213900-26-025750-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1907223/000121390026025750/ea0280692-8k_klotho.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-15T17:02:37.808308+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":"31dc8e29b6403bd49d934e8e834183e7b3cf6f53","claim":"Greenland Mines Ltd: Designated Series C Preferred Stock, authorizing 50,000 shares with dividend, voting, and conversion rights (effective 2026-03-04).","evidence_excerpt":"On March 4, 2026, the Board of Directors of the Company, pursuant to a Certificate of Designation, designated a new series of the Company’s preferred stock to be known as Series C Preferred Stock (the “Certificate of Designation”).","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1907223/000121390026025750/0001213900-26-025750-index.htm","confidence":0.9},{"claim_id":"b49c3b7bd9d8a9cd94082da748f7917475b681e4","claim":"Greenland Mines Ltd completed an acquisition involving Greenland Mines Corp. for 47,000 newly issued shares of the Company’s Series C Preferred Stock (closed 2026-03-04).","evidence_excerpt":"with Greenland Mines being the surviving entity. Pursuant to the Merger Agreement, as consideration for the Merger, the stockholders of Greenland Mines will receive a total of 47,000 newly issued shares of the Company’s Series C Preferred Stock. In addition, the stockholders of Greenland Mines have the right to designate one individual to join the Company’s","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1907223/000121390026025750/0001213900-26-025750-index.htm","confidence":0.9},{"claim_id":"2f90758e8968f4a42ff1fc2dfdab59717a85e399","claim":"Greenland Mines Ltd entered into Agreement and Plan of Merger with Greenland Mines Corp., a Delaware corporation valued at 47,000 newly issued shares of the Company’s Series C Preferred Stock (effective 2026-03-04).","evidence_excerpt":"On March 4, 2026, Klotho Neurosciences, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Greenland Mines Corp., a Delaware corporation (“Greenland Mines”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1907223/000121390026025750/0001213900-26-025750-index.htm","confidence":0.9}],"comparable_filings":[{"accession":"0001628280-26-032558","ticker":"APAD","company_name":"Enhanced Group Inc.","filed_at":"2026-05-08T23:59:59+00:00","headline":"Enhanced Group completes de-SPAC merger with Enhanced Ltd; redemptions of $201.7M","event_type":"m_and_a","sec_items":["1.01","2.01","5.06","3.02","9.01","4.01","3.01","3.03","5.01","5.02","5.03","5.05","7.01"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["same fact type: governance_change, ma_transaction","same SEC item: 1.01, 2.01, 3.02, 5.03, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001628280-26-032558","json":"https://secwatch.observer/filing/0001628280-26-032558.json","markdown":"https://secwatch.observer/filing/0001628280-26-032558.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1956439/000162828026032558/0001628280-26-032558-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1956439/000162828026032558/apadu-20260506.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"On March 4, 2026, the Board of Directors of the Company, pursuant to a Certificate of Designation, designated a new series of the Company’s preferred stock to be known as Series C Preferred Stock (the “Certificate of Designation”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1907223/000121390026025750/0001213900-26-025750-index.htm","comparable_excerpt":"As a result of the Business Combination, the Company ceased being a shell company","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1956439/000162828026032558/0001628280-26-032558-index.htm"}},{"accession":"0001193125-26-251758","ticker":"OCFC","company_name":"OCEANFIRST FINANCIAL CORP","filed_at":"2026-06-01T21:19:28+00:00","headline":"OceanFirst closes acquisition of Flushing Financial; issues shares to Warburg Pincus","event_type":"m_and_a","sec_items":["1.01","3.02","2.01","2.03","3.03","5.02","5.03","7.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 3.02, 5.03, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251758","json":"https://secwatch.observer/filing/0001193125-26-251758.json","markdown":"https://secwatch.observer/filing/0001193125-26-251758.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/0001193125-26-251758-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/d145829d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"with Greenland\nMines being the surviving entity. Pursuant to the Merger Agreement, as consideration for the Merger, the stockholders of Greenland Mines\nwill receive a total of 47,000 newly issued shares of the Company’s Series C Preferred Stock. In addition, the stockholders of Greenland\nMines have the right to designate one individual to join the Company’s","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1907223/000121390026025750/0001213900-26-025750-index.htm","comparable_excerpt":"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 ”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/0001193125-26-251758-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: governance_change, ma_transaction, material_agreement","same SEC item: 1.01, 5.03, 9.01","same event type: m_and_a","similar materiality"],"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":"governance_change","source_excerpt":"On March 4, 2026, the Board of Directors of the Company, pursuant to a Certificate of Designation, designated a new series of the Company’s preferred stock to be known as Series C Preferred Stock (the “Certificate of Designation”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1907223/000121390026025750/0001213900-26-025750-index.htm","comparable_excerpt":"In connection with the Spin-Off, the Board adopted the Code of Conduct, a copy of which is available on New Enviri’s website at www.enviri.com.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/0001193125-26-251752-index.htm"}},{"accession":"0001193125-26-213462","ticker":"EWCZ","company_name":"European Wax Center, Inc.","filed_at":"2026-05-08T23:59:59+00:00","headline":"European Wax Center completes take-private by General Atlantic at $5.80/share; stock delisted","event_type":"m_and_a","sec_items":["1.01","1.02","2.01","2.03","3.01","3.03","5.02","5.03","5.01","8.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: ma_transaction, material_agreement","same SEC item: 1.01, 2.01, 5.03, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-213462","json":"https://secwatch.observer/filing/0001193125-26-213462.json","markdown":"https://secwatch.observer/filing/0001193125-26-213462.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1856236/000119312526213462/0001193125-26-213462-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1856236/000119312526213462/d137291d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"with Greenland\nMines being the surviving entity. Pursuant to the Merger Agreement, as consideration for the Merger, the stockholders of Greenland Mines\nwill receive a total of 47,000 newly issued shares of the Company’s Series C Preferred Stock. In addition, the stockholders of Greenland\nMines have the right to designate one individual to join the Company’s","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1907223/000121390026025750/0001213900-26-025750-index.htm","comparable_excerpt":"excluded shares pursuant to the terms of the Merger Agreement, was cancelled and extinguished and automatically converted into the right to receive an amount in cash equal to $5.80 per share of Class A Common Stock, without interest thereon (the “ Class A Per Share Price ”), (ii) each share of the Company’s Class B common stock, par value $0.00001 per share","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1856236/000119312526213462/0001193125-26-213462-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: ma_transaction, material_agreement","same SEC item: 1.01, 2.01, 9.01","same event type: m_and_a","similar materiality"],"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":"ma_transaction","source_excerpt":"with Greenland\nMines being the surviving entity. Pursuant to the Merger Agreement, as consideration for the Merger, the stockholders of Greenland Mines\nwill receive a total of 47,000 newly issued shares of the Company’s Series C Preferred Stock. In addition, the stockholders of Greenland\nMines have the right to designate one individual to join the Company’s","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1907223/000121390026025750/0001213900-26-025750-index.htm","comparable_excerpt":"KUBRA became an indirect wholly owned subsidiary of the Company. Pursuant to the Purchase Agreement, the aggregate cash purchase price for the Acquisition was approximately $372 million, subject to customary post-closing adjustments. The closing cash consideration was funded with a combination of cash on hand and borrowings under the Credit Agreement described","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526251442/0001193125-26-251442-index.htm"}},{"accession":"0001171843-26-003196","ticker":"SSM","company_name":"Sono Group N.V.","filed_at":"2026-05-08T23:59:59+00:00","headline":"Sono Group exits solar: sells Sono Motors and €10.5M loan to management for €1 each","event_type":"m_and_a","sec_items":["2.05","1.01","2.01","8.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: ma_transaction, material_agreement","same SEC item: 1.01, 2.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001171843-26-003196","json":"https://secwatch.observer/filing/0001171843-26-003196.json","markdown":"https://secwatch.observer/filing/0001171843-26-003196.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1840416/000117184326003196/0001171843-26-003196-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1840416/000117184326003196/f8ka_050826.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"with Greenland\nMines being the surviving entity. Pursuant to the Merger Agreement, as consideration for the Merger, the stockholders of Greenland Mines\nwill receive a total of 47,000 newly issued shares of the Company’s Series C Preferred Stock. In addition, the stockholders of Greenland\nMines have the right to designate one individual to join the Company’s","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1907223/000121390026025750/0001213900-26-025750-index.htm","comparable_excerpt":"true 0001840416 0001840416 2026-05-04 2026-05-04 UNITED\nSTATES SECURITIES\nAND EXCHANGE COMMISSION Washington,\nD.C. 20549 __________________________ FORM 8-K/A (Amendment No. 1) __________________________ CURRENT\nREPORT PURSUANT\nTO SECTION 13 OR 15(D) OF\nTHE SECURITIES EXCHANGE ACT OF 1934 Date\nof Report (Date of earliest event reported): May 4, 2026","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1840416/000117184326003196/0001171843-26-003196-index.htm"}},{"accession":"0001193125-26-251741","ticker":"NVRI","company_name":"ENVIRI Corp","filed_at":"2026-06-01T21:15:54+00:00","headline":"Enviri completes sale of Clean Earth to Veolia for $3.04B; spins off remaining businesses as New Enviri","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.03","5.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: ma_transaction, material_agreement","same SEC item: 2.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251741","json":"https://secwatch.observer/filing/0001193125-26-251741.json","markdown":"https://secwatch.observer/filing/0001193125-26-251741.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/45876/000119312526251741/0001193125-26-251741-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/45876/000119312526251741/d129138d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"with Greenland\nMines being the surviving entity. Pursuant to the Merger Agreement, as consideration for the Merger, the stockholders of Greenland Mines\nwill receive a total of 47,000 newly issued shares of the Company’s Series C Preferred Stock. In addition, the stockholders of Greenland\nMines have the right to designate one individual to join the Company’s","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1907223/000121390026025750/0001213900-26-025750-index.htm","comparable_excerpt":"On June 1, 2026, pursuant to the terms of the Separation Agreement and the Merger Agreement, the following series of transactions occurred","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/45876/000119312526251741/0001193125-26-251741-index.htm"}},{"accession":"0001193125-26-251765","ticker":"FFIC","company_name":"FLUSHING FINANCIAL CORP","filed_at":"2026-06-01T21:21:30+00:00","headline":"OceanFirst completes acquisition of Flushing Financial; FFIC holders receive 0.85 OCFC shares","event_type":"m_and_a","sec_items":["2.01","3.01","3.03","5.01","5.02","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251765","json":"https://secwatch.observer/filing/0001193125-26-251765.json","markdown":"https://secwatch.observer/filing/0001193125-26-251765.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/923139/000119312526251765/0001193125-26-251765-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/923139/000119312526251765/d135457d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"with Greenland\nMines being the surviving entity. Pursuant to the Merger Agreement, as consideration for the Merger, the stockholders of Greenland Mines\nwill receive a total of 47,000 newly issued shares of the Company’s Series C Preferred Stock. In addition, the stockholders of Greenland\nMines have the right to designate one individual to join the Company’s","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1907223/000121390026025750/0001213900-26-025750-index.htm","comparable_excerpt":"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 ”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/923139/000119312526251765/0001193125-26-251765-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}