Corxel and Amanat propose SPAC merger with PIPE investment

Corxel Pharmaceuticals, Inc. and Amanat Acquisition Corp (NYSE: AMAN) have outlined a proposed business combination that includes a potential private placement of equity in the post-closing entity. The two companies released an investor presentation dated October 2026 describing the terms of the deal, which remains subject to further discussion, negotiation, and change. The proposed terms are indicative and non-binding, having been proposed by both Corxel and Amanat.

The presentation details the structure of the proposed transactions, which consist of the business combination between the two firms and a separate investment in the combined company. This secondary funding component is designated as the Proposed PIPE Investment. The securities to be offered in this investment will not be registered under the Securities Act of 1933, as amended. Instead, they will be offered as a private placement to a limited number of institutional accredited investors, as defined under Rule 501(a)(1), (2), (3) or (7) of the Securities Act, and institutional accounts as defined in FINRA Rule 4512(c). Consequently, these securities will remain restricted unless an exemption from registration requirements becomes available.

Amanat and Corxel intend to prepare and file a registration statement with the U.S. Securities and Exchange Commission (SEC) containing a preliminary proxy statement for Amanat and a preliminary prospectus for the securities offered in the combination. Once the SEC declares this registration statement effective, Amanat plans to mail a definitive proxy statement and prospectus to its shareholders. A record date will be established for voting on the proposed business combination. The companies urge shareholders and other interested parties to read these documents and any amendments when they become available, as they will contain material information regarding both entities and the proposed transactions.

The presentation is marked strictly confidential and is provided for informational purposes only to assist interested parties in evaluating the potential deal. It does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in any jurisdiction. Neither the SEC nor any other securities commission has approved or disapproved of the securities or the proposed combination, nor have they determined that the presentation is truthful or complete. The companies reserve the right to withdraw or amend any offering for any reason and may reject any subscription agreement in whole or in part.

Investors are reminded that they may be required to bear financial risk for an indefinite period of time regarding the unregistered securities. The transfer of securities acquired in the proposed investment may also be subject to conditions set forth in their issuance agreements. Participants in the solicitation are prohibited from using material non-public information about Corxel to purchase or sell its securities or to communicate such information to others under circumstances where it is reasonably foreseeable that the recipient will trade on that basis.