SEC Filing ● Major ⚠ 6
MESH: 8-K · acquisition merger
Meshflow Acquisition Corp has signed a definitive Business Combination Agreement with HGP Intelligent Energy, a Wyoming technology company developing load-following technology for nuclear power plants and a program to repurpose naval-derived reactor technology for civilian generation on federal sites. The September 5, 2026 agreement will make both Meshflow and HGP wholly owned subsidiaries of Leyte Parent, Inc., a new Delaware public company.
HGP's unit holders will receive 80,000,000 newly issued shares of Pubco common stock, calculated by dividing $800,000,000 by $10.00 per share, and the combined company intends to list on Nasdaq or the NYSE. Meshflow will domesticate from the Cayman Islands to Delaware, with its shares and warrants converting one-for-one and Pubco warrants exercisable at $11.50 per share.
Closing is conditioned on Meshflow shareholder approval, effectiveness of a Form S-4 registration statement, HSR antitrust clearance, exchange listing approval, completion of a PIPE financing, and a Minimum Cash Condition of at least $40,000,000 after redemptions. The agreement carries a nine-month outside date, and HGP can terminate if PIPE subscription agreements are not executed.
Post-closing governance includes a seven-member board split between HGP and sponsor designees plus HGP's CEO, 180-day lock-ups, a 10% equity incentive plan reserve and a 2% ESPP reserve. Meshflow's public shareholders will have a redemption opportunity immediately before the closing.
SEC 8-K • 1mo ago 
