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Definium Therapeutics, Inc. Announces Pricing of $700 Million Upsized Public Offering

Definium Therapeutics, Inc. Announces Pricing of $700 Million Upsized Public Offering

NEW YORK–(BUSINESS WIRE)–Definium Therapeutics, Inc. (Nasdaq: DFTX) (the “Company” or “Definium”), a late-stage clinical biopharmaceutical company developing a new generation of therapeutics intended to address underlying causes of psychiatric and neurological disorders, today announced the pricing of an underwritten public offering of 20,588,236 common shares, without par value, at a public offering price of $34.00 per common share. The gross proceeds to Definium from the offering, before deducting underwriting discounts, commissions, and other offering-related expenses, are expected to be approximately $700 million. In addition, Definium has granted the underwriters an option for a period of 30 days to purchase up to an additional 3,088,235 common shares at the public offering price, less underwriting discounts and commissions. All of the common shares are being offered by Definium.

Definium intends to use the net proceeds from this offering for the research and development of its product candidates, preparation activities for potential commercialization of DT120 ODT, if approved, and working capital and general corporate purposes.

J.P. Morgan, Jefferies, Leerink Partners, and BofA Securities are acting as the joint lead bookrunners for the offering, with Evercore ISI and Stifel also acting as bookrunners for the offering. Oppenheimer & Co. and LifeSci Capital are acting as co-lead managers for the offering. The offering is expected to close on or about June 25, 2026, subject to the satisfaction of customary closing conditions. No distribution under the offering shall occur in Canada or to a person resident in Canada.

The securities in the offering are being offered by the Company pursuant to a shelf registration statement on Form S-3 (File No. 333-280548) that was filed with the Securities and Exchange Commission (“SEC”) on June 28, 2024 and became effective upon filing. The securities will be offered by means of a prospectus supplement and accompanying prospectus relating to the offering that form a part of the shelf registration statement. A preliminary prospectus supplement and the accompanying prospectus relating to and describing the terms of the offering have been filed with the SEC and SEDAR+ and are available on the SEC’s website at www.sec.gov and on SEDAR+’s website at www.sedarplus.ca. A final prospectus supplement and the accompanying prospectus relating to the offering will be filed with the SEC and SEDAR+ and, when filed, will also be available on the SEC’s website and SEDAR+’s website. Alternatively, copies of the final prospectus and the accompanying prospectus relating to the offering may be obtained, when available, by contacting the following: J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717 or by email at [email protected] and [email protected] J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717 or by email at [email protected] and [email protected]; Jefferies LLC by mail at Attn: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, NY 10022, by telephone at (877) 821-7388, or by email at [email protected]; Leerink Partners LLC, Attention: Syndicate Department, 53 State Street, 40th Floor, Boston, Massachusetts 02109, by telephone at (800) 808-7525 ext. 6105 or by email at [email protected]; BofA Securities, Attention: Prospectus Department, 201 North Tryon Street, NC1-022-02-25 Charlotte, NC 28255-0001 or by email at [email protected]; Evercore Group L.L.C., Attention: Equity Capital Markets, 55 East 52nd Street, 35th Floor, New York, NY 10055, by telephone at (888) 474-0200 or by email at [email protected]; Stifel, Nicolaus & Company, Incorporated, Attention: Syndicate, One Montgomery Street, Suite 3700, San Francisco, CA 94104, by telephone at (415) 364-2720 or by emailing [email protected]; Oppenheimer & Co. Inc., Attention: Syndicate Prospectus Department, 85 Broad Street, 26th Floor, New York, NY 10004, or by telephone at (212) 667-8055 or by email at [email protected] and LifeSci Capital LLC, Attention: LifeSci Capital LLC at 1700 Broadway, 40th Floor, New York, New York 10019, or by email at [email protected].

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Definium

The mission of Definium Therapeutics is to forge a new era of psychiatry by applying scientific rigor to psychedelics, with the goal of developing accessible treatments that unlock healing at scale. Guided by a recognition that patients deserve more than better, Definium is relentlessly advancing a new generation of therapeutics intended to address underlying causes of psychiatric and neurological disorders. By turning evidence into impact, Definium aims to change the trajectory of today’s mental health care crisis and enable a healthier future. Headquartered in New York, Definium Therapeutics trades on Nasdaq under the symbol “DFTX.”

Forward-Looking Statements

Certain statements in this press release related to the Company constitute “forward-looking information” within the meaning of applicable securities laws and are prospective in nature. Forward-looking information is not based on historical facts, but rather on current expectations and projections about future events and is therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. These statements generally can be identified by the use of forward-looking words such as “will,” “may,” “should,” “could,” “intend,” “estimate,” “plan,” “anticipate,” “expect,” “believe,” “potential” or “continue,” or the negative thereof or similar variations. Forward-looking information in this press release includes, but is not limited to, statements regarding the filing of the final prospectus supplement and the accompanying prospectus relating to the offering; anticipated closing of the offering; gross proceeds; and intended use of proceeds. There can be no assurance that this offering will close and the Company will receive the net proceeds therefrom. There are numerous risks and uncertainties that could cause actual results and the Company’s plans and objectives to differ materially from those expressed in the forward-looking information, including satisfaction of the customary closing conditions for the offering. These forward-looking statements are based on the Company’s current expectations, estimates, forecasts and projections about the offering, the Company’s business and the industry in which it operates and management’s beliefs and assumptions, including the satisfaction of all customary closing conditions and the non-occurrence of the risks and uncertainties that are described in its filings made with the SEC and the applicable Canadian securities regulators or other events occurring outside of its normal course of business, and are not guarantees of future performance or development and involve known and unknown risks, uncertainties and other factors that are in some cases beyond its control. Except as required by law, the Company undertakes no duty or obligation to update any forward-looking statements contained in this release as a result of new information, future events, changes in expectations or otherwise.

Investors:

Gitanjali Jain

VP, Head of Investor Relations

[email protected]

Media:

[email protected]

KEYWORDS: New York United States North America

INDUSTRY KEYWORDS: Health Neurology Clinical Trials Research Science Pharmaceutical Biotechnology

MEDIA:

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Accendra Health Announces Expiration and Final Results of Offers and Consent Solicitations

Accendra Health Announces Expiration and Final Results of Offers and Consent Solicitations

RICHMOND, Va.–(BUSINESS WIRE)–
Accendra Health, Inc. (NYSE: ACH) (the “Company”) today announced the expiration and final results of the previously announced offers to exchange (the “Exchange Offers”) any and all of the Company’s outstanding 4.500% Senior Notes due 2029 (the “2029 Notes”) and 6.625% Senior Notes due 2030 (the “2030 Notes” and, together with the 2029 Notes, the “Existing Notes”).

As of 5:00 P.M., New York City time, on June 23, 2026 (the “Expiration Time”), the Company received from Eligible Holders valid and unwithdrawn tenders and related Consents (as defined below), as reported by Epiq Corporate Restructuring, LLC (the “Exchange Agent” and “Information Agent”), representing approximately $478.3 million and $548.0 million in aggregate principal amount of 2029 Notes and 2030 Notes, respectively, or approximately 99.9% and 99.2% of the aggregate principal amount of 2029 Notes and 2030 Notes outstanding at the launch of the Exchange Offers, respectively.

The Company’s obligation to accept for exchange Existing Notes validly tendered (and not validly withdrawn) pursuant to the Exchange Offers is subject to the satisfaction or, if permitted, waiver of, certain conditions set forth in the confidential offering memorandum and consent solicitation statement, dated May 22, 2026 (the “Offering Memorandum”). Capitalized terms used herein, but not otherwise defined, have the meanings ascribed to such terms in the Offering Memorandum.

In connection with the Exchange Offers, the Company issued or expects to issue a total of: (i) $213.0 million in aggregate principal amount of First Lien Notes and (ii) $698.1 million in aggregate principal amount of Second Lien Notes, in exchange for the validly tendered and accepted Existing Notes, and issued $326.25 million in aggregate principal amount of First Lien Notes in the New Money Notes Issuance, for a total of $539.25 million First Lien Notes.

The offering of the New Notes has not been registered with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), or any state or foreign securities laws. The Exchange Offers were only made to holders of Existing Notes that are (a) reasonably believed to be qualified institutional buyers in reliance on Rule 144A promulgated under the Securities Act or (b) non-U.S. persons, in transactions outside the United States, in reliance on Regulation S under the Securities Act (such holders, the “Eligible Holders”).

Epiq Corporate Restructuring, LLC has been appointed as the Exchange Agent and the Information Agent for the Offers and Consent Solicitations. Questions concerning the Offers and the Consent Solicitations may be directed to the Exchange Agent and Information Agent, in accordance with the contact details shown on the back cover of the Offering Memorandum.

Ducera Securities LLC has been engaged to act as our financial advisor for the Offers and Consent Solicitations.

No Offer or Solicitation

This press release is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote, consent or approval in any jurisdiction in connection with the Offers and Consent Solicitations, or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. In particular, this press release is not an offer of securities for sale into the United States. The New Notes offered in the Offers have not been registered under the Securities Act or any state securities laws, and unless so registered, New Notes may not be offered or sold in the United States or to any U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.

About Accendra Health

Accendra Health, Inc. (NYSE: ACH) is a leading nationwide provider of products, technology and services that support health beyond the hospital for millions of people each year. We connect patients, providers, and insurers, delivering innovative solutions that help promote better health outcomes and improve quality of life for people living with chronic, complex health conditions. Backed by the industry-leading expertise of our Apria and Byram brands, Accendra Health is reimagining the future of home-based care.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements regarding our expectations regarding the Offers and Consent Solicitations, the future performance and financial results of the Company’s business and other non-historical statements. Some of these statements can be identified by terms and phrases such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “predicts,” “intends,” “trends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words. The Company cautions readers of this communication that such “forward-looking statements,” wherever they occur in this communication or in other statements attributable to the Company, are necessarily estimates reflecting the judgment of the Company’s senior management and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the “forward-looking statements.”

Factors that could cause the Company’s actual outcomes or results to differ materially from those described in the forward-looking statements can be found in the “Risk Factors” sections of our most recent Annual Report on Form 10-K for the period ended December 31, 2025, as such factors may be further updated from time to time in the Company’s other filings with the SEC. These reports are or will be accessible on the SEC’s website at www.sec.gov. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this Current Report on Form 8-K and in the Company’s filings with the SEC. The Company undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.

ACH-CORP

ACH-IR

Investors

Will Parrish

Vice President, Strategy, Corporate Development, & Investor Relations

[email protected]

KEYWORDS: District of Columbia Virginia United States North America

INDUSTRY KEYWORDS: Hospitals Health Technology Health Insurance Health

MEDIA:

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uniQure Announces Pricing of Upsized $225 Million Public Offering

LEXINGTON, Mass. and AMSTERDAM, June 23, 2026 (GLOBE NEWSWIRE) — uniQure N.V. (Nasdaq: QURE), a leading gene therapy company advancing transformative therapies for patients with severe medical needs, today announced the pricing of its previously announced underwritten public offering of 4,945,055 ordinary shares at a public offering price of $45.50 per share. The aggregate gross proceeds to uniQure from the offering, before deducting the underwriting discounts and commissions and offering expenses payable by uniQure, are expected to be approximately $225 million. All securities to be sold in the offering are being sold by uniQure. In addition, uniQure has granted to the underwriters a 30-day option to purchase up to 741,758 additional ordinary shares at the public offering price, less underwriting discounts and commissions. The offering is expected to close on or about June 25, 2026, subject to the satisfaction of customary closing conditions.

Leerink Partners, Stifel, Guggenheim Securities and RBC Capital Markets are acting as joint bookrunning managers for the offering. H.C. Wainwright & Co. is acting as lead manager for the offering.

The securities described above are being offered by uniQure pursuant to its automatically effective shelf registration statement on Form S-3 (File No. 333-284168) filed with the U.S. Securities Exchange Commission (the “SEC”) on January 7, 2025. A preliminary prospectus supplement and accompanying prospectus relating to the offering was filed with the SEC on June 22, 2026 and a final prospectus supplement and the accompanying prospectus relating to this offering will be filed with the SEC. When available, copies of the final prospectus supplement and the accompanying prospectus relating to the offering may be obtained from Leerink Partners LLC, Attention: Syndicate Department, 53 State Street, 40th Floor, Boston, Massachusetts 02109, by telephone at +1 (800) 808-7525, ext. 6105, or by email at [email protected]; Stifel, Nicolaus & Company, Incorporated, Attention: Prospectus Department, One Montgomery Street, Suite 3700, San Francisco, California 94104, or by telephone at (415) 364-2720 or by email at [email protected]; Guggenheim Securities, LLC, Attention: Equity Syndicate Department, 330 Madison Avenue, 8th floor, New York, New York 10017, by telephone at (212) 518-9544, or by email at [email protected]; or RBC Capital Markets, LLC, Attention: Equity Syndicate, 200 Vesey Street, 8th Floor, New York, New York 10281, by telephone at (877) 822-4089 or by email at [email protected]. The final terms of the proposed offering will be disclosed in a final prospectus supplement to be filed with the SEC.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction. Any offer, if at all, will be made only by means of the prospectus supplement and accompanying prospectus forming a part of the effective registration statement.

About uniQure

uniQure is delivering on the promise of gene therapy – single treatments with potentially curative results. The approvals of uniQure’s gene therapy for hemophilia B – an historic achievement based on more than a decade of research and clinical development – represent a major milestone in the field of genomic medicine and ushers in a new treatment approach for patients living with hemophilia. uniQure is now advancing a pipeline of proprietary gene therapies for the treatment of patients with Huntington’s disease, refractory temporal lobe epilepsy, Fabry disease, and other severe diseases.

Cautionary Note Regarding Forward-Looking Statements

This press release contains certain “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995, including, without limitation, statements regarding our expectations of market conditions, the satisfaction of customary closing conditions and the timing of the public offering, the gross proceeds we expect to receive and other statements identified by words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “shall,” “expect,” “anticipate,” “believe,” “seek,” “target,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict” and similar words or expressions.

Forward-looking statements are based on management’s beliefs and assumptions and on information available to management only as of the date of this press release. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including: the uncertainties related to market conditions and the completion of the public offering, continued interest in our rare disease and gene therapy portfolio, the ability to develop our product candidates and technologies, regulatory developments, the impact of changes in the financial markets and global economic conditions, and other factors described under the heading “Risk Factors” in uniQure’s periodic securities filings with the SEC, including our Annual Report on Form 10-K filed with the SEC on March 2, 2026, our Quarterly Report on Form 10-Q filed on May 5, 2026, the preliminary prospectus supplement filed with the SEC on June 22, 2026 and the accompanying prospectus, and other filings that uniQure makes with the SEC from time to time. Given these risks, uncertainties and other factors, you should not place undue reliance on these forward-looking statements and, except as required by law, uniQure assumes no obligation to update these forward-looking statements, even if new information becomes available in the future.

uniQure Contacts

For Investors:   For Media:
     
Chiara Russo   Tom Malone
Direct: 781-491-4371   Direct: 339-970-7758
Mobile: 617-306-9137   Mobile: 339-223-8541
[email protected]   [email protected]



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Ambiq Announces Pricing of Upsized Public Offering

Ambiq Announces Pricing of Upsized Public Offering

AUSTIN, Texas–(BUSINESS WIRE)–Ambiq Micro, Inc. (“Ambiq”) (NYSE: AMBQ), a technology leader in ultra-low-power semiconductor solutions for edge AI, today announced the pricing of its upsized underwritten public offering of 2,000,000 shares of its common stock at a public offering price of $78.00 per share. The gross proceeds to Ambiq from the offering, before deducting underwriting discounts and commissions and other offering expenses, are expected to be $156.0 million. In addition, Ambiq has granted the underwriters a 30-day option to purchase up to an additional 300,000 shares of common stock at the public offering price, less underwriting discounts and commissions. The offering is expected to close on June 25, 2026, subject to the satisfaction of customary closing conditions.

BofA Securities and UBS Investment Bank are acting as joint lead book-running managers for the proposed offering. Needham & Company, Stifel, and Roth Capital Partners are acting as joint book-running managers for the proposed offering.

A registration statement relating to the offering of securities was declared effective by the U.S. Securities and Exchange Commission on June 23, 2026. The offering is being made only by means of a prospectus. When available, copies of the final prospectus relating to the offering may be obtained by contacting: BofA Securities, NC1-022-02-25, 201 North Tryon Street, Charlotte, North Carolina 28255-0001, Attention: Prospectus Department, or by email at [email protected] or UBS Securities LLC, Attention: Prospectus Department, 11 Madison Avenue, New York, New York 10010, or by email at [email protected].

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About Ambiq

Headquartered in Austin, Texas, Ambiq’s mission is to enable intelligence (artificial intelligence (AI) and beyond) everywhere by delivering the lowest power semiconductor solutions. Ambiq enables its customers to deliver AI compute at the edge where power consumption challenges are the most severe. Ambiq’s technology innovations, built on the patented and proprietary subthreshold power optimized technology (SPOT®), fundamentally deliver a multi-fold improvement in power consumption over traditional semiconductor designs. Ambiq has powered over 300 million devices to date.

Forward-Looking Statements

The statements contained in this press release that are not historical facts are forward-looking statements. You can identify forward-looking statements because they contain words such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “intends,” “plans,” “estimates,” or “anticipates,” or similar expressions which concern our strategy, plans, projections or intentions. These forward-looking statements may be included throughout this press release, and include, but are not limited to, statements relating to Ambiq’s expected gross proceeds from the offering and the expected timing and closing of the offering. By their nature, forward-looking statements are not statements of historical fact or guarantees of future performance and are subject to risks, uncertainties, assumptions or changes in circumstances that are difficult to predict or quantify including those described in the section titled “Risk Factors” in Ambiq’s Annual Report on Form 10-K for the year ended December 31, 2025, as well as in other filings Ambiq may make with the SEC from time to time. Ambiq’s expectations, beliefs and projections are expressed in good faith and Ambiq believes there is a reasonable basis for them. However, there can be no assurance that management’s expectations, beliefs and projections will result or be achieved and actual results may vary materially from what is expressed in or indicated by the forward-looking statements. Any forward-looking statement in this press release speaks only as of the date of this release. Ambiq undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.

Company Contact:

Charlene Wan

VP of Corporate Marketing

[email protected]

Investor Relations Contacts:

Teneo

Christina Coronios

[email protected]

KEYWORDS: United States North America Texas

INDUSTRY KEYWORDS: Technology Semiconductor Artificial Intelligence

MEDIA:

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YZi Labs and CEA Industries Reach Cooperation Agreement to Strengthen BNC Governance

YZi Labs to End Consent Solicitation Following Governance and Leadership Agreement

Board Appoints Ella Zhang, Alex Odagiu, Matthew Rozak, bringing additional Digital Asset Industry Expertise and BNB Ecosystem Insight to Support Long-Term Stockholder Value

Company to Form CEO Search Committee and Appoints YZi Labs Partner Alex Odagiu as Interim President

LOUISVILLE, CO, June 23, 2026 (GLOBE NEWSWIRE) — CEA Industries Inc. (Nasdaq: BNC) (“BNC” or the “Company”), a growth-oriented company focused on managing the world’s largest corporate treasury of BNB, and YZILabs Management Ltd. (“YZi Labs”) today announced that they have entered into a cooperation agreement dated June 23, 2026.

Highlights of the cooperation agreement include:

– Board Composition: The Board has appointed Ella Zhang, Alex Odagiu and Matthew Roszak as directors of the Company effectively immediately. The new directors have joined BNC’s existing Board members, Carly E. Howard, Annemarie Tierney and Glenn Tyranski. BNC and YZi Labs will jointly search for an additional independent director with extensive digital assets, capital markets and public company governance experience.

– CEO Search and Interim President: The Board will form a Chief Executive Officer Search Committee, with a focus on candidates with significant public company and digital asset experience. Alex Odagiu will join the BNC executive team as Interim President, reporting directly to the Board, until at least the appointment of the new Chief Executive Officer. As previously announced, David Namdar will continue to serve in his role as Chief Executive Officer during this transition period.

– Termination of Proxy Contest: YZi Labs has agreed to terminate its consent solicitation, and withdraw related books and records demands and record date requests. YZi Labs has also agreed to adhere to other long-term customary voting commitments and standstill provisions.

“Today’s agreement between the Board and YZi Labs reflects the kind of constructive, forward-looking collaboration that creates real value for BNC and its stockholders,” said Carly E. Howard, Chair of the Board of CEA Industries. “Ella, Alex and Matt bring deep, directly relevant experience across the BNB ecosystem, digital asset investing, venture building and institutional capital markets, and we look forward to working with them and YZi Labs to support long-term stockholder value.”

“The next generation of digital asset treasury companies will not be defined only by what they hold, but by how thoughtfully they govern, allocate and build around those assets,” said Ella Zhang, Managing Partner and Head of YZi Labs. “BNB is compelling because its value is tied to utility: it powers transaction fees, network participation, applications, liquidity and economic activity across one of the world’s most active blockchain ecosystems. For BNC, the opportunity is to translate that exposure into an institutional platform with transparency, discipline and long-term alignment. That is the work we are excited to help advance with BNC’s Board.”

Incoming Interim President Alex Odagiu remarked, “Joining BNC at this critical time for the future of the Company and the BNB Chain is a welcome opportunity. BNB Chain sits at the center of a rapidly expanding digital economy spanning decentralized finance, payments, stablecoins, tokenized assets, AI-native applications and agentic finance, and BNC can serve as a public-market vehicle for disciplined, transparent exposure to that ecosystem.”

BNC’s Board of Directors and YZi Labs believe that a reconstituted and expanded Board, a long-term commitment from our largest shareholder and founder of the BNB Chain, and a transparent structure for selecting long-term executive leadership, positions the Company to better execute against that vision and build a differentiated platform at the intersection of public capital markets and the future of finance.

The full cooperation agreement will be filed with the SEC as an exhibit to the Company’s Form 8-K and to YZi Labs’ Schedule 13D amendment.

About the New Directors

Ella Zhang brings venture-building, digital asset investing and global technology leadership experience to the Board. She is Managing Partner and Head of YZi Labs and was the founding head of Binance Labs. A Stanford GSB graduate and former Kleiner Perkins investor, Ms. Zhang has also held leadership roles at Google and Tencent and has firsthand founder experience building AI-enabled companies. Her background combines Silicon Valley venture discipline, Asia market insight and operating experience across emerging technology sectors.

Alex Odagiu brings BNB ecosystem, digital asset investing and institutional finance experience to the Board. As an Investment Partner at YZi Labs, he helps lead token, equity and strategic investments and has worked closely with founders across the BNB Chain ecosystem, including through the Most Valuable Builder accelerator program. Earlier in his career, Mr. Odagiu worked in investment banking at Goldman Sachs International. He holds an M.A. (Hons) in Economics and Mathematics from the University of St Andrews.

Matthew Roszak brings decades of blockchain infrastructure, venture investing and digital asset policy experience to the Board. He is Co-Founder and Chairman of Bloq, and Founding Partner of Tally Capital, which has backed leading blockchain and digital asset companies. He also serves as Chairman of the Advisory Board of The Digital Chamber. Mr. Roszak’s experience spans blockchain infrastructure, institutional adoption, digital asset policy, governance and early-stage Web3 company building.

Annual Stockholder Meeting

CEA Industries’ 2026 Annual Stockholder Meeting will be held on July 22, 2026. Stockholders of record as of the close of business on the record date established by the Board of Directors will be entitled to receive notice of and vote at the Annual Meeting.

Additional information regarding the Annual Meeting, including the matters to be considered and voting procedures, will be provided in the Company’s proxy materials to be filed with the U.S. Securities and Exchange Commission.

About CEA Industries Inc.

CEA Industries Inc. (Nasdaq: BNC) is a growth-oriented company that has focused on building category-leading businesses in consumer markets, including building and managing the world’s largest corporate treasury of BNB.

About YZi Labs

YZILabs Management Ltd. is a global investment firm managing over $10 billion in assets, investing across Web3, AI, and biotech. YZi Labs is committed to strategic, transparent, and high-governance participation in the digital asset ecosystem — advancing best-in-class oversight, operational integrity, and long-term shareholder alignment in all investment partnerships.

Forward-Looking Statements

This press release contains statements that constitute “forward-looking statements.” The statements in this press release that are not purely historical are forward-looking statements which involve risks and uncertainties. BNC wishes to caution readers that these forward-looking statements may be affected by the risks and uncertainties in BNC’s business as well as other important factors that may have affected and could in the future affect BNC’s actual results and could cause BNC’s actual results for subsequent periods to differ materially from those expressed in any forward-looking statement made by or on behalf of BNC. In evaluating these forward-looking statements, readers should consider various risk factors, including BNC’s ability to keep pace with new technology and changing market needs; BNC’s ability to finance its current business and proposed future business, including the ability to finance the continued acquisition of BNB; the competitive environment of BNC’s business; and the future value and adoption of BNB. Forward-looking statements are subject to numerous conditions and risks, many of which are beyond BNC’s control. In addition, these forward-looking statements and the information in this press release are qualified in their entirety by cautionary statements and risk factor disclosures contained in BNC’s filings with the SEC. Copies of BNC’s filings with the SEC are available on the SEC’s website at www.sec.gov. BNC undertakes no obligation to update these statements for revisions or changes after the date of this press release, except as required by law.

Contacts

CEA Industries Media Inquiries:

Edelman Smithfield
[email protected]

CEA Industries Investor Relations:

[email protected]

YZi Labs Media Contact:

[email protected]



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Green Dot and CommerceOne Shareholders Approve Pending Acquisition of Green Dot

Green Dot and CommerceOne Shareholders Approve Pending Acquisition of Green Dot

 

PROVO, Utah & BIRMINGHAM, Ala.–(BUSINESS WIRE)–
Green Dot Corporation (NYSE: GDOT) (“Green Dot”) and CommerceOne Financial Corporation (“CommerceOne”) today announced that each company’s respective shareholders have voted to approve the previously announced strategic transaction involving Green Dot, CommerceOne and Smith Ventures, LLC at each company’s Special Meeting of Stockholders (each, a “Special Meeting”).

Special Meeting Stockholder Vote Results

  • Green Dot:More than 99% of the Green Dot shares voted at the Green Dot Special Meeting were voted in favor of the transaction, representing approximately 72% of the total number of outstanding shares of Green Dot common stock as of May 15, 2026, the record date for the Green Dot Special Meeting.
  • CommerceOne:100% of the CommerceOne shares voted at the CommerceOne Special Meeting were voted in favor of the transaction, representing approximately 69% of the total number of outstanding shares of CommerceOne common stock as of May 15, 2026, the record date for the CommerceOne Special Meeting.

“We appreciate the strong vote of confidence from our shareholders,” said William I. Jacobs, Chairman and Chief Executive Officer of Green Dot Corporation. “This milestone brings us closer to completing a transaction designed to unlock value for shareholders, enhance strategic focus, and position both the bank and fintech businesses for long-term success.”

“We are pleased to receive strong support from our shareholders, marking an important step in advancing this transformative transaction,” said Kenneth Till, Chief Executive Officer of CommerceOne. “The combination of Green Dot Bank with CommerceOne will create a well-capitalized, growth-oriented banking platform positioned to serve a diverse set of customers and partners, while supporting the continued expansion of embedded finance capabilities.”

“We appreciate the strong support of Green Dot and CommerceOne shareholders for a transaction structure designed to allow the fintech and banking businesses each to operate with greater focus,” said Blake Davidson, Managing Partner of Smith Ventures. “Smith Ventures looks forward to completing the remaining steps and to partnering with CommerceOne as the fintech’s issuing bank once the transactions close.”

Shareholder approval marks an important step toward completion of the transactions, pursuant to which CommerceOne will acquire Green Dot Bank and form a new publicly traded bank holding company that owns CommerceOne Bank and Green Dot Bank, and Smith Ventures will acquire and privatize Green Dot’s non-bank fintech operations, to be run as an independent fintech. Additionally, Green Dot Bank will serve as the exclusive issuing bank to the independent fintech business owned by Smith Ventures under a long-term agreement.

The transactions are expected to be completed in the third quarter of 2026, subject to approval by the Board of Governors of the Federal Reserve System, the Alabama State Banking Department and the Utah Department of Financial Institutions and the satisfaction of other customary closing conditions.

About Green Dot

Green Dot Corporation (NYSE: GDOT) is a financial technology platform and registered bank holding company that builds banking and payment solutions to create value, retain and reward customers, and accelerate growth for businesses of all sizes. For more than two decades, Green Dot has delivered financial tools and services that address the most pressing financial needs of consumers and businesses, and that transform the way people and businesses manage and move money.

Green Dot delivers a broad spectrum of financial products to consumers and businesses through its portfolio of brands, including: GO2bank, a leading digital and mobile bank account offering simple, secure and useful banking for Americans living paycheck to paycheck; the Green Dot Network of more than 90,000 retail distribution and cash access locations nationwide; Arc by Green Dot, the single-source embedded finance platform combining all of Green Dot’s secure banking and money processing capabilities to power businesses at all stages of growth; rapid! wage and disbursements solutions, providing pay card and earned wage access services to more than 7,000 businesses and their employees; and Santa Barbara TPG, the company’s tax division, which processes on average approximately 13 million tax refunds annually.

Founded in 1999, Green Dot has managed more than 80 million accounts to date both directly and through its partners. Green Dot Bankis a subsidiary of Green Dot Corporation and member of the FDIC. For more information about Green Dot’s products and services, please visit www.greendot.com.

About CommerceOne Financial Corporation

CommerceOne Financial Corporation is the parent company of CommerceOne Bank, a full-service commercial and private bank headquartered in Birmingham, Alabama. Established in 2022, the holding company supports the Bank’s mission to deliver long-term shareholder value through disciplined growth, sound risk management, and a commitment to exceptional client service.

Founded in 2018 as a community bank, CommerceOne Bank combines relationship-driven banking with modern technology to meet the needs of commercial and private clients across the Southeast. The Bank focuses on strategic growth, maintaining strong asset quality and operational efficiency while expanding its market presence and product offerings.

CommerceOne Financial Corporation remains focused on building a premier financial institution defined by integrity, performance, and a relentless commitment to its clients, communities, and shareholders. For more information, visit https://www.commerceonebank.com.

Cautionary Notes on Forward-Looking Statements

This communication contains statements that constitute “forward-looking statements” within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are statements that could be deemed to be forward-looking statements. These forward-looking statements include, but are not limited to, certain plans, expectations, goals, projections, and statements about the benefits or costs of the proposed transactions, the plans, objectives, expectations and intentions of Green Dot, CommerceOne, and affiliates of Smith Ventures, LLC (“Smith Ventures”), including future financial and operating results (including the anticipated impact of the proposed transactions), statements related to the expected timing of the completion of the proposed transactions, the plans, objectives, expectations and intentions of Compass Sub North, Inc., a newly formed Delaware corporation and a direct, wholly-owned subsidiary of CommerceOne (to be renamed “CommerceOne Financial Corporation” as part of the proposed transactions), following the consummation of the proposed transactions described herein, and other statements that are not historical facts. You can identify these forward-looking statements through the use of words such as “expects,” “anticipates,” “targets,” “goals,” “projects,” “predicts,” “forecasts,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “continues,” “endeavors,” “strives,” “may” and “assumes,” variations of such words and similar expressions of the future or otherwise regarding the outlook for Green Dot’s, CommerceOne’s or the combined company’s future businesses and financial performance and/or the performance of the banking industry and economy in general.

Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve known and unknown risks and uncertainties which may cause the actual results, performance or achievements of Green Dot, CommerceOne or the combined company to be materially different from the future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements are based on the information known to, and current beliefs and expectations of, Green Dot or CommerceOne and are subject to significant risks and uncertainties. Actual results may differ materially from those contemplated by such forward-looking statements. A number of factors could cause actual results to differ materially from those contemplated by the forward-looking statements in this communication. Many of these factors are beyond Green Dot’s, CommerceOne’s or the combined company’s ability to control or predict, and there is no assurance that any list of risks and uncertainties or risk factors is complete. These factors include, among others, (1) the risk that the cost savings and synergies from the proposed transaction may not be fully realized or may take longer than anticipated to be realized, (2) disruption to Green Dot’s business and to CommerceOne’s business as a result of the announcement and pendency of the proposed transaction, (3) the risk that the integration of Green Dot’s and CommerceOne’s respective businesses and operations, or the separation of Green Dot’s non-bank fintech businesses from Green Dot Bank, will be materially delayed or will be more costly or difficult than expected, including as a result of unexpected factors or events, (4) the failure to satisfy the conditions to the closing of the transactions among Green Dot, CommerceOne and Smith Ventures, (5) the amount of the costs, fees, expenses and charges related to the transactions, (6) the ability by each of Green Dot, CommerceOne and Smith Ventures to obtain required governmental approvals of the proposed transactions on the timeline expected, or at all, and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company after the closing of the proposed transaction or adversely affect the expected benefits of the proposed transactions, (7) reputational risk and the reaction of Green Dot’s or CommerceOne’s customers, suppliers, employees or other business partners to the proposed transactions, (8) challenges retaining or hiring key personnel following the proposed transactions, (9) any unexpected delay in closing the proposed transactions or the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement or separation agreement, (10) the dilution caused by the issuance of shares of the combined company’s common stock in the transaction, (11) the possibility that the proposed transactions may be more expensive to complete than anticipated, including as a result of unexpected factors or events, (12) risks related to management and oversight of the business and operations of the combined company and the separation of Green Dot’s non-bank fintech business from Green Dot Bank and the combined company, (13) the possibility the combined company is subject to additional regulatory requirements or consent orders as a result of the proposed transactions, (14) the outcome of any legal or regulatory proceedings or governmental inquiries or investigations that may be currently pending or later instituted against Green Dot, CommerceOne or the combined company, and (15) general competitive, economic, political, regulatory and market conditions and other factors that may affect future results of Green Dot, CommerceOne and the combined company, including changes in asset quality and credit risk; the inability to sustain or achieve revenue and earnings growth; changes in interest rates and capital markets; inflation; customer borrowing, repayment, investment and deposit practices; the ability to raise or maintain liquidity, funding, and capital; the impact, extent and timing of technological changes; capital management activities; fraudulent or other illegal activity involving the products and services of Green Dot, CommerceOne or the combined company; cybersecurity risks, including cyber-attacks or security breaches; fluctuations in operating results; changes in legislation, regulation, policies or administrative practices and the ability to comply with such changes in a timely manner; and changes in the monetary and fiscal policies of the U.S. Government. Additional factors which could affect future results of Green Dot can be found in Green Dot’s filings with the Securities and Exchange Commission, including in Green Dot’s Annual Report on Form 10-K for the year ended December 31, 2025, as amended, under the captions “Forward-Looking Statements” and “Risk Factors,” and Green Dot’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Undue reliance should not be placed on any forward-looking statements, which are based on current expectations and speak only as of the date that they are made. Green Dot, CommerceOne, Compass Sub North, Inc. and Smith Ventures do not assume any obligation to update any forward-looking statements as a result of new information, future developments or otherwise, except as otherwise may be required by law.

Investor Relations:

[email protected]

Media Relations:

[email protected]

KEYWORDS: Utah Alabama United States North America

INDUSTRY KEYWORDS: Banking Fintech Professional Services Finance

MEDIA:

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California State Lands Commission Approves Slant Well Lease Application for Monterey Peninsula Water Supply Project

PR Newswire

California American Water

PACIFIC GROVE, Calif., June 23, 2026 /PRNewswire/ — Today, the California State Lands Commission (SLC) voted to approve California American Water’s application for the lease of state lands that comprise a part of its Monterey Peninsula desalination project.

The SLC evaluated California American Water’s lease application for the construction and use of four new subsurface slant wells and the conversion and use of one existing subsurface slant well for the proposed desalination plant on the Monterey Peninsula. During the three-year application review process, SLC staff gathered extensive community input through environmental justice outreach, outreach to the Monterey community and through tribal consultation.

“We thank the State Lands Commission for their thorough review of the facts and the approval of California American Water’s lease application,” said Sarah Leeper, President of California American Water. “This decision is integral to bringing reliable, drought-proof water to the Monterey peninsula to provide opportunities for sustainable growth while reducing dependence on the Carmel River.”

The proposed desalination plant is a necessary component of the Monterey Peninsula Water Supply Project’s (MPWSP) three-pronged plan to restore regional water supplies, prepare for droughts, support long-term water reliability and economic stability, and provide for sustainable growth.

To protect water quality, reduce environmental impacts and comply with permitting requirements, the desalination facility will feature subsurface slant wells. These wells are drilled diagonally from land to beneath the ocean floor, drawing naturally filtered seawater or brackish groundwater into the well. Unlike open-ocean intakes, slant wells reduce harm to marine life as they naturally provide filtration and are less vulnerable to waves, storms and surface pollution.

Last year, the California Public Utilities Commission confirmed that the Monterey Peninsula faces a water supply deficit of 815 million gallons per year by 2050. That projected shortfall underscores the critical nature of the SLC’s approval and the need for additional water supplies to meet demands well into the future.

Today’s decision reflects years of meaningful dialogue with local residents and environmental justice stakeholders. California American Water remains committed to bringing the Monterey community a long-term, drought-proof water supply. For more information on the MPWSP, visit https://www.watersupplyproject.org.

About American Water

American Water (NYSE: AWK) is the largest regulated water and wastewater utility company in the United States. With a history dating back to 1886 and celebrating 140 years in 2026, We Keep Life Flowing® by providing safe, clean, reliable and affordable drinking water and wastewater services to approximately 14 million people with regulated operations in 14 states and on 18 military installations. American Water’s approximately 7,000 talented professionals leverage their significant expertise and the company’s national size and scale to achieve excellent outcomes for the benefit of customers, employees, investors and other stakeholders. For more information, visit amwater.com and join American Water on LinkedIn, Facebook, X and Instagram.

About
California American Water

California American Water, a subsidiary of American Water (NYSE: AWK) with approximately 300 dedicated employees, provides safe, clean, reliable and affordable water and wastewater services to approximately 720,000 people.

Cision View original content to download multimedia:https://www.prnewswire.com/news-releases/california-state-lands-commission-approves-slant-well-lease-application-for-monterey-peninsula-water-supply-project-302808479.html

SOURCE American Water

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UPDATE – General Fusion Achieves Compressional Plasma Heating with LM26 Magnetized Target Fusion Machine 

The results, submitted for peer review and publicly available, demonstrate significant progress toward key 1 keV electron temperature milestone

VANCOUVER, British Columbia, June 23, 2026 (GLOBE NEWSWIRE) — General Fusion Inc. (“General Fusion” or the “Company”), a leader in the global race to commercialize fusion energy, has achieved significant progress toward its next major technical milestone with its innovative large-scale Magnetized Target Fusion (“MTF”) machine, Lawson Machine 26 (“LM26”). The results show meaningful plasma heating to electron temperatures of approximately 8.4 million degrees Celsius or 0.72 keV, driven by the compression of a plasma with a lithium liner. This is a key indicator of success for the Company’s uniquely practical approach to fusion energy. General Fusion previously announced its plans to go public through a business combination (the transactions contemplated by the business combination, collectively, the “Proposed Business Combination”) with Spring Valley Acquisition Corp. III (NASDAQ: SVAC) (“SVAC”). 

These results are detailed in a technical paper being concurrently posted on General Fusion’s website and submitted for peer review.  

LM26 is the first MTF demonstration machine to be built at a commercially relevant scale, and it mechanically compresses plasma with a lithium liner. The Company’s next major targeted milestone with LM26 is 1 keV electron temperature.

Since it started operating in 2025, LM26 has completed a series of plasma compressions with results that advance the Company’s groundbreaking technology. These results, detailed in the technical paper, include:

  • Electron temperature of approximately 8.4 million degrees Celsius (0.72 keV +/- 0.08), which represents a more than 3 times increase in electron temperature during mechanical compression, largely due to plasma compressional heating. This is believed to be a unique result for General Fusion’s practical MTF approach, which uses a plasma solely heated by mechanical compression after it is formed. These results are supported by multiple diagnostics, including Thomson scattering and Absolute Extreme Ultraviolet (AXUV) systems.
  • Significant plasma density and poloidal magnetic field increases during compression, both to 10 times starting values; these increases are similar to or better than results achieved in prior General Fusion test beds and at significantly larger scale.  
  • Plasma stability until deep into compression.
  • No significant plasma contamination by the lithium liner during the stable compression phase.
  • Observed increase in neutron yield during compression.

The Company believes these results validate the operating principles of the LM26 machine and lay the foundation for planned increases in starting plasma parameters that are expected to enable the mechanical compression of plasma to increasingly higher densities and temperatures. While these preliminary results undergo peer review for potential scientific journal publication, the Company intends to continue optimizing LM26 performance toward achieving 1 keV electron temperature, its first major targeted milestone.

“We are forging a new path in fusion with our uniquely practical MTF approach. The results announced today are all key indicators of real-world progress toward our targeted technical milestones with LM26,” said Greg Twinney, Chief Executive Officer at General Fusion. “I am grateful to our team for their unwavering dedication and expertise, as well as our collaborators at the UK Atomic Energy Authority, Princeton Plasma Physics Laboratory, General Atomics, and others who have supported our diagnostic efforts with LM26.”

“The LM26 experiments have delivered an important validation of General Fusion’s Magnetized Target Fusion approach,” said Tony Donné, Chair of General Fusion’s Science and Technology Advisory Committee and former Chief Executive Officer of EUROfusion. “The observed increases in magnetic field, plasma density, and electron temperature during compression demonstrate substantial technical progress and are consistent with the expected behavior from modelling and simulations. The agreement between experiment and theory is particularly encouraging, as it provides confidence that the planned machine upgrades will enable access to even more demanding plasma conditions and bring the technology closer to its next major milestones.”

General Fusion previously announced execution of a business combination agreement with Spring Valley Acquisition Corp. III (“Spring Valley” or “SVAC”) (the “Proposed Business Combination”). At the closing of the Proposed Business Combination, Spring Valley will be renamed “General Fusion Group Ltd.,” and the combined company’s shares and warrants are expected to trade on Nasdaq under the ticker symbols “GFUZ” and “GFUZW,” respectively, subject to approval of its listing application. Spring Valley set a meeting date of July 6, 2026, for its extraordinary general meeting of shareholders to approve the Proposed Business Combination. If the Spring Valley and General Fusion securityholders vote to approve the Proposed Business Combination, the transaction is expected to close shortly thereafter, subject to the satisfaction of customary closing conditions. 

Quick Facts:

  • General Fusion’s Magnetized Target Fusion (“MTF”) is designed to solve significant barriers to commercializing fusion energy at a time when electricity demand is surging, and nations around the world are racing to commercialize fusion power.
  • As a technology, MTF aims to achieve fusion in a practical way, avoiding superconducting magnets and high-powered lasers, while enabling the use of existing materials for durable machines that would produce cost-effective energy.
  • In early 2025, General Fusion announced that it had designed, built, and begun operating its Lawson Machine 26 (“LM26”) fusion demonstration machine in under two years. LM26 is the first MTF demonstration machine to be built at a commercially relevant scale. It mechanically compresses plasma with a lithium liner at 50% commercial-scale diameter, based on current design parameters.  
  • LM26 aims to achieve key fusion technical milestones: plasma heating to 1 keV (10 million degrees Celsius), then 10 keV (100 million degrees Celsius), and ultimately the Lawson criterion, the combination of fusion parameters that can produce net fusion energy in the plasma.

About General Fusion

General Fusion is pursuing a fast and practical approach to commercial fusion energy and is headquartered in Vancouver, Canada. The Company was established in 2002 and has been funded by a global syndicate of leading energy venture capital firms, industry leaders, and technology pioneers. Learn more at www.generalfusion.com.

About Spring Valley Acquisition Corp. III

Spring Valley is a part of a family of investment vehicles formed for the purpose of acquiring or merging with a business focused on the Power Infrastructure and Decarbonization sectors. Over the past five years, Spring Valley vehicles have raised $920 million in four IPOs. Spring Valley completed a business combination with NuScale Power Corporation, a leading U.S. small modular reactor technology company, and Spring Valley II completed a business combination with Eagle Nuclear Energy Corp., a next-generation nuclear energy company with rights to the largest open pit-constrained measured and indicated uranium deposit in the United States. SVAC maintains a corporate website at https://sv-ac.com.


Cautionary Note Regarding Forward-Looking Statements

Certain statements included in this document are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained in this document are forward-looking statements.

Any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are also forward-looking statements. In some cases, you can identify forward-looking statements by words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “strategy,” “future,” “opportunity,” “may,” “target,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” “preliminary,” or similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements include, without limitation, statements regarding (i) the significance of the scientific results announced herein; (ii) the possibility that the Company will
achieve its targeted milestones, including 1 keV plasma heating; (iii) the closing of the Proposed Business Combination; (iv)
SVAC’s, General Fusion’s, or their respective management teams’ expectations concerning General Fusion’s plan to go public through the Proposed Business Combination and expected benefits or timing thereof; (v) the outlook for General Fusion’s business, including its ability to commercialize MTF or any other fusion technology on its expected timeline or at all; and (vi) statements regarding the current and expected results of General Fusion’s LM26 program; as well as any information concerning possible or assumed future results of operations of General Fusion.

The forward-looking statements are based on the current expectations of the management team of each of SVAC and General Fusion, as applicable, and are inherently subject to uncertainties and changes in circumstance and their potential effects. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties, or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to: the risk that the results disclosed herein are not accepted or validated by the scientific community; the risk that the peer review process does not substantiate the results described in this document; the risk that these results are not successfully repeated on a larger scale; the risk that the scientific and technical assumptions underlying the results described herein prove to be incorrect; the risk that the results disclosed herein do not prove to be as significant to the operation of LM26 as expected; the risk that the Proposed Business Combination may not be completed in a timely manner or at all, which may adversely affect the price of SVAC’s securities; the risk that the conditions to the consummation of the Proposed Business Combination, including the adoption of the business combination agreement, dated January 21, 2026, among General Fusion, SVAC, and the other party thereto (as amended the “Business Combination Agreement”) by the shareholders of SVAC and General Fusion and the receipt of regulatory approvals are not satisfied or waived; the risk that there occurs any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement; the risk that the announcement or pendency of the Proposed Business Combination has a negative effect on General Fusion’s business relationships, performance, and business generally; the risk that the Proposed Business Combination disrupts current plans of General Fusion and potential difficulties in its employee retention as a result of the Proposed Business Combination; the risk of legal proceedings against General Fusion or SVAC related to the Proposed Business Combination; the risk that the anticipated benefits of the Proposed Business Combination are not realized; the risk that the combined entity is unable to maintain the listing of SVAC’s securities or to meet listing requirements and maintain the listing of the combined company’s securities on Nasdaq; the risk that the Proposed Business Combination may not be completed by SVAC’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by SVAC; the risk that the price of the combined entity’s securities may be volatile due to a variety of factors, including changes in laws, regulations, technologies, natural disasters, national security tensions, and macro-economic and social environments affecting its business; the risk of changes in the laws and regulations governing General Fusion’s research and development activities; the risk that General Fusion fails to commercialize MTF on the expected timeline or at all, including any failure to achieve the objectives of the LM26 program; the risk of the effects of climate change, extreme weather events, water scarcity, and seismic events, and that strategies to deal with these issues are not effective; the risk of fluctuations in currency markets; the risk that General Fusion is unable to complete and successfully integrate any future acquisitions; the risk of increased competition in the fusion industry; the risk of supply chain disruptions and that materials are in limited supply; and the risk that the proposed private placement of convertible preferred shares and warrants by General Fusion (the “PIPE Financing”) may not be completed, or that other capital needed by the combined company may not be raised on favorable terms, or at all, including as a result of the restrictions agreed to in connection with the PIPE Financing. (The foregoing list is not exhaustive, and there may be additional risks that neither General Fusion nor SVAC presently know or that SVAC and General Fusion currently believes are immaterial. You should carefully consider the foregoing factors, any other factors discussed in this document and
in the other filings and potential filings by General Fusion, SVAC, or the combined company resulting from the proposed transaction with the U.S. Securities and Exchange Commission (the “SEC”), including those
described under the heading the “Risk Factors.”

General Fusion and SVAC caution you against placing undue reliance on forward-looking statements, which reflect current beliefs and are based on information currently available as of the date a forward-looking statement is made. Forward-looking statements set forth in this document speak only as of the date of this document. Neither General Fusion nor SVAC undertakes any obligation to revise forward-looking statements to reflect future events, changes in circumstances, or changes in beliefs, except as required by applicable securities laws. In the event that any forward-looking statement is updated, no inference should be made that General Fusion or SVAC will make additional updates with respect to that statement, related matters, or any other forward-looking statements.


Important Information for Investors and Shareholders

In connection with the Proposed Business Combination, General Fusion and SVAC jointly filed with the SEC a registration statement on Form F-4 (the “Registration Statement”)
which includes a preliminary prospectus with respect to SVAC’s securities to be issued in connection with the Proposed Business Combination and a preliminary proxy statement in connection with SVAC’s solicitation of proxies for the vote by SVAC’s shareholders with respect to the Proposed Business Combination and other matters described in the Registration Statement. On June 12, 2026, the SEC declared the Registration Statement effective and SVAC filed the definitive proxy statement (the “Proxy Statement”) with the SEC. SVAC mailed copies of the Proxy Statement to SVAC’s shareholders as of the record date of June 12, 2026. Before making any investment or voting decision, investors and security holders of SVAC and General Fusion are urged to read the Registration Statement and the Proxy Statement, and any amendments or supplements thereto, as well as all other relevant materials filed or that will be filed with the SEC in connection with the Proposed Business Combination as they become available because they will contain important information about General Fusion, SVAC and the Proposed Business Combination. Investors and security holders are able to obtain free copies of the Registration Statement, the Proxy Statement and all other relevant documents filed or that will be filed with the SEC by SVAC through the website maintained by the SEC at

www.sec.gov

. In addition, the documents filed by SVAC may be obtained free of charge from SVAC’s website at

https://sv-ac.com

or by directing a request to Spring Valley Acquisition Corp. III, Attn: Corporate Secretary, 2100 McKinney Avenue, Suite 1675, Dallas, Texas 75201. The information contained on, or that may be accessed through, the websites referenced in this document is not incorporated by reference into, and is not a part of, this document.


Participants in the Solicitation

General Fusion, SVAC and their respective directors, executive officers and other members of management and employees may, under the rules of the SEC, be deemed to be participants in the solicitations of proxies from SVAC’s shareholders in connection with the Proposed Business Combination. For more information about the names, affiliations and interests of SVAC’s directors and executive officers, please refer to the Final Prospectus and the Registration Statement, Proxy Statement and other relevant materials filed or to be filed with the SEC in connection with the Proposed Business Combination when they become available. Shareholders, potential investors and other interested persons should read the Registration Statement and the Proxy Statement carefully before making any voting or investment decisions. You may obtain free copies of these documents from the sources indicated above.


No Offer or Solicitation

This document shall not constitute a “solicitation” as defined in Section 14 of the Securities Exchange Act of 1934, as amended. This document shall not constitute an offer to sell or exchange, the solicitation of an offer to buy or a recommendation to purchase, any securities, or a solicitation of any vote, consent or approval, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale may be unlawful under the laws of such jurisdiction. No offering of securities in the Proposed Business Combination shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an exemption therefrom.

Investor Relations Contact:

You can contact General Fusion’s Investor Relations team by email at: [email protected].

If you are based in North America, you may also leave a toll-free voicemail at +1 (833) 717-1519. Callers outside North America can reach us at +1 (236) 253-6968.

Media Relations Contact:

[email protected]

1-866-904-0995



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EagleRock Announces Filing of Quarterly Report on Form 10-Q

EagleRock Announces Filing of Quarterly Report on Form 10-Q

HOUSTON–(BUSINESS WIRE)–
EagleRock Land, LLC (“EagleRock” or the “Company”) (NYSE: EROK) today filed its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 (the “Quarterly Report”) with the U.S. Securities and Exchange Commission (the “SEC”).

Highlights:

  • Completed Initial Public Offering (“IPO”) of EagleRock Land on May 15, 2026

  • Repaid the Predecessor credit facility of approximately $269 million

  • Strong operational and financial performance in line with Company expectations

  • Robust liquidity of over $200 million and no outstanding debt provides substantial capacity to pursue attractive organic and inorganic opportunities.

  • Expect to file its unaudited pro forma financial statements for the three months ended March 31, 2026 by July 31, 2026

On May 15, 2026, EagleRock completed the initial public offering of its Class A shares representing limited liability company interests and certain contribution and reorganization transactions associated therewith (the “Transactions”). Since EagleRock completed its IPO after the period covered by the Quarterly Report, the Quarterly Report primarily presents the financial statements and related results of EagleRock’s accounting predecessor, Lea & Eddy Holdings, LLC (the “Predecessor”), for the three months ended March 31, 2026. Accordingly, the Quarterly Report does not include financial statements of the entities acquired by the Company in the Transactions and does not provide pro forma results for the Company.

As previously disclosed, EagleRock will file its unaudited pro forma financial statements for the three months ended March 31, 2026, reflecting the consummation of the IPO and the Transactions (the “Pro Forma Financial Statements”), by July 31, 2026. EagleRock expects to provide customary earnings information and host its inaugural quarterly conference call to discuss its financial and operating results beginning with the reporting cycle for the second quarter of 2026.

Preliminary Pro Forma First Quarter Results

The preliminary financial information presented below was previously disclosed in the Company’s final prospectus filed with the SEC on May 14, 2026 in connection with the IPO (the “Prospectus”), and continues to reflect EagleRock’s estimated pro forma financial results for the three months ended March 31, 2026.

 

Pro Forma(1)

 

Three Months Ended

March 31, 2026

(in thousands)

Low

High

Revenue

$

29,551

$

36,117

Net income

$

13,263

$

16,211

Adjusted EBITDA(2)

$

25,745

$

31,467

(1)

The unaudited preliminary financial information presents the historical financial data of the Predecessor for the period presented, as adjusted to give effect to (i) the exclusion of certain assets and liabilities of the Predecessor that were not conveyed to the Company in connection with the IPO and (ii) the Transactions, each of which is more fully described in the Prospectus, as if such transactions had occurred on January 1, 2025.

(2)

Non-GAAP financial measure. See “Non-GAAP Financial Measures” for a discussion of this metric and a reconciliation to EagleRock’s most directly comparable financial measure calculated and presented in accordance with GAAP.

This release includes ranges for these preliminary financial results because the Pro Forma Financial Statements are not yet available. These estimated ranges are preliminary and unaudited and are thus inherently uncertain and subject to change. In addition, these ranges are based on the information available to the Company as of the date of this release and may not be indicative of its actual results or the results to be achieved as of any future date or for any future period. However, based on the Company’s performance to date and current expectations, management believes the Company remains on track relative to its full-year financial expectations.

EagleRock Credit Facility

On June 3, 2026, EagleRock repaid the entire balance of the Predecessor’s credit facility of approximately $269 million that was assumed by the Company in connection with the IPO. On June 8, 2026, following the repayment and termination of the Predecessor’s credit facility, EagleRock’s credit agreement with its syndicate of leading financial institutions became effective. EagleRock’s revolving credit facility provides access to up to $200.0 million, including the ability to request an increase of up to an additional $100.0 million. As of the date of this release, the Company has no borrowings outstanding under its credit facility. The new facility provides the Company with additional financial flexibility and liquidity to support its ongoing operations, strategic initiatives and long-term growth objectives.

About EagleRock

EagleRock is a land management company that owns or controls approximately 236,000 acres in the heart of the Delaware and Midland sub-basins within the prolific Permian Basin. In addition, EagleRock has an interest in up to approximately 70,000 acres pursuant to an acreage dedication related to its Midland Basin water infrastructure assets. Its acreage is vital to the efficient development of oil and natural gas resources in the Permian Basin and is strategically located to support the growing surface, resource, infrastructure and related commercial development needs of the power and other emerging industries in the Permian Basin.

Cautionary Statement Concerning Forward-Looking Statements

This press release contains forward-looking statements. Forward-looking statements include all statements that are not historical facts. The words “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “future,” “will,” “seek,” “foreseeable,” the negative version of these words, or similar terms and phrases are intended to identify forward-looking statements. These forward-looking statements include statements regarding the Company’s preliminary pro forma results for the three months ended March 31, 2026. The preliminary financial information presented in this release are estimates based on information available to management as of the date of this release, have not been reviewed or audited by EagleRock’s independent registered public accounting firm, and are subject to change. There can be no assurance that EagleRock’s actual results will not differ from the preliminary financial information presented in this release. The preliminary financial information presented in this release should not be viewed as a substitute for full financial statements prepared in accordance with Article 11 of Regulation S-X.

Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, EagleRock does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for EagleRock to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in the Prospectus and the other reports and material EagleRock files with the SEC. The risk factors and other factors noted in the Prospectus could cause the Company’s actual results to differ materially from those contained in any forward-looking statement.

Non-GAAP Financial Measures

EagleRock defines Adjusted EBITDA as net income (loss) minus interest, taxes, depreciation, amortization, depletion and accretion, which it refers to as “EBITDA” and from which it further deducts share-based compensation, non-recurring transaction-related expenses and other non-cash or non-recurring expenses. The Company defines Adjusted EBITDA Margin as Adjusted EBITDA divided by total revenues.

Adjusted EBITDA and Adjusted EBITDA Margin are used by the Company’s management and by external users of its financial statements, such as investors, research analysts and others, to assess the financial performance of the Company’s assets over the long term to generate sufficient cash to return capital to equity holders or service indebtedness. Management believes Adjusted EBITDA and Adjusted EBITDA Margin are useful because they allow the Company and external users of its financial statements to more effectively evaluate the Company’s operating performance and compare the results of its operations from period to period, and against its peers, without regard to financing methods or capital structure. The Company excludes the items listed above from net income (loss) in arriving at Adjusted EBITDA and Adjusted EBITDA Margin because these amounts can vary substantially from company to company within EagleRock’s industry, depending upon accounting methods, book values of assets, capital structures and the method by which the assets were acquired. The Company’s computations of these measures may differ from the computations of similarly titled measures of other companies.

The following table sets forth a reconciliation (to the midpoint of the low and high ranges set forth above) of estimated net income as determined in accordance with GAAP to Adjusted EBITDA and Adjusted EBITDA Margin for the period indicated.

 

Pro Forma

($ in thousands)

Three Months Ended

March 31, 2026

Net income

$

14,737

 

Adjustments:

 

Depreciation, depletion, amortization, and accretion

 

13,634

 

Interest expense, net

 

96

 

Income tax expense

 

1,033

 

EBITDA

$

29,500

 

Adjustments:

 

Transaction-related expenses(1)

 

2,386

 

Other(2)

 

(3,280

)

Adjusted EBITDA

$

28,606

 

Net income margin

 

44.9

%

Adjusted EBITDA Margin

 

87.1

%

(1)

Transaction-related expenses consist of nonrecurring professional services expenses, including banker fees, legal and professional fees and integration costs directly attributable to completed or contemplated transactions.

(2)

Other consists primarily of a nonrecurring gain on sales-type lease and other nonrecurring transactions.

 

Neal Shah

President and Chief Financial Officer

EagleRock Land, LLC

[email protected]; (713) 280-7002

KEYWORDS: Texas United States North America

INDUSTRY KEYWORDS: Energy Other Energy Oil/Gas

MEDIA:

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Orion Digital Announces Results of its Annual General Meeting of Shareholders

Orion Digital Announces Results of its Annual General Meeting of Shareholders

VANCOUVER, British Columbia–(BUSINESS WIRE)–
The annual general meeting of shareholders (the “Meeting”) of Orion Digital Corp. (NASDAQ: ORIO) (TSX: ORIO) (“Orion Digital” or the “Company”), was held today via live audiocast online and the Company is pleased to announce that all resolutions put forward, being the election of directors and the appointment of the auditors of the Company, were approved. Each of the matters voted upon at the Meeting is discussed in detail in the Company’s management information circular dated May 22, 2026 (the “Circular”), which can be found under the Company’s profile on SEDAR+ (www.sedarplus.ca) and EDGAR (www.sec.gov).

The total number of votes cast by shareholders by proxy or online at the Meeting was 7,698,984 votes, representing 32.22% of the Company’s outstanding shares as at May 11, 2026. The voting results are detailed below.

Election of Directors

The nominees listed in the Circular were elected as directors of Orion Digital. Detailed results of the vote are as follows:

Name of Nominee

Votes For

% Votes For

Votes Withheld

% Votes Withheld

David Feller

5,237,845

97.56

130,794

2.44

Gregory Feller

5,238,132

97.57

130,507

2.43

Christopher Payne

5,243,766

97.67

124,873

2.33

Kristin McAlister

5,242,457

97.65

126,182

2.35

Alex Shan

5,222,620

97.28

146,019

2.72

Joanna Floyd

5,253,792

97.86

114,847

2.14

Appointment of Auditor

MNP LLP was re-appointed as auditor of the Company until the next annual general meeting of shareholders of the Company at remuneration to be fixed by the Company’s board of directors. Detailed results of the vote are as follows:

Votes For

% Votes For

Votes Withheld

% Votes Withheld

7,602,906

98.75

96,078

1.25

The Company has filed a report of voting results on all resolutions voted upon at the Meeting under its profile on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov.

About Orion Digital Corp.

Orion Digital Corp. (NASDAQ: ORIO; TSX: ORIO) operates digital wealth and payments infrastructure platforms generating recurring subscription and services revenue. Its Intelligent Investing platform provides digital wealth management solutions in Canada, and its wholly owned subsidiary Carta Worldwide provides issuer processing and payments infrastructure across Europe. The Company also operates a consumer lending business with over 20 years of operating history that generates cash flow and is managed with a focus on stability and risk control.

Investor Relations

[email protected]

US Investor Relations Contact

Lytham Partners, LLC

Ben Shamsian

New York | Phoenix

646-829-9701

[email protected]

KEYWORDS: North America Canada

INDUSTRY KEYWORDS: Fintech Asset Management Professional Services Finance

MEDIA: