JATT II Acquisition announced multiple agreements to combine with Talawar Tx and fund the transaction. The Business Combination Agreement will make JATT a wholly owned subsidiary of Talawar, with each JATT share converting into one Talawar common share at closing, and the combined company seeking Nasdaq listing. To support the deal, the companies arranged a $225 million PIPE at $10.00 per share, secured sponsor backing including anti-dilution waivers and a 150,000-share surrender, obtained voting commitments from key Talawar holders, and set post-close resale registration and a 180-day lock-up. Together these agreements aim to deliver capital, voting certainty, and trading stability for the combined company.
Agreement 1: JATT II Acquisition to Merge With Talawar Tx; JATT to Become Subsidiary in SPAC Deal
- Agreement type: Business Combination Agreement
- Counterparty: Talawar Tx; Talawar Merger Sub
- Signed / Effective: Jun 29 2026 / same
- Duration / Termination: Until closing
- Reason: Take Talawar public and combine operations
Agreement 2: JATT II Acquisition Lines Up $225 Million PIPE at $10 Per Share to Support Talawar Merger
- Agreement type: PIPE Subscription Agreements for common stock financing
- Counterparty: PIPE Investors
- Signed / Effective: Jun 29 2026 / same
- Duration / Termination: At closing
- Reason: Fund merger and post-close growth
Agreement 3: JATT II Acquisition Secures Sponsor Support Including Waiver and 150,000-Share Surrender
- Agreement type: Sponsor Support Agreement
- Counterparty: JATT Ventures II
- Signed / Effective: Jun 29 2026 / same
- Duration / Termination: Until closing
- Reason: Secure votes and waive anti-dilution
Agreement 4: JATT II Acquisition Gains Support From Talawar Holders With Voting and Transfer Restrictions
- Agreement type: Stockholder Support Agreement
- Counterparty: Talawar Tx stockholders
- Signed / Effective: Jun 29 2026 / same
- Duration / Termination: Until closing
- Reason: Secure votes and terminate special rights
Agreement 5: JATT II Acquisition and Talawar Set Resale Registration and 180-Day Lock-Up Post-Closing
- Agreement type: Registration Rights and Lock-Up Agreement
- Counterparty: Talawar Tx stockholders; JATT shareholders
- Signed / Effective: Jun 29 2026 / At closing
- Duration / Termination: 180 days lock-up
- Reason: Provide resale registration and stabilize trading
Original SEC Filing:
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