Lake Superior Acquisition Corp. filed an 8-K on November 4, 2026, disclosing that on November 3, 2026, it entered into an Amended and Restated Agreement and Plan of Merger and Business Combination Agreement with Openmarkets Group Pty Ltd and related parties, revising the structure and timeline of their previously announced business combination.

Key Highlights

  • Amended agreement signed: Lake Superior entered into the A&R BCA on November 3, 2026, amending and restating the original agreement dated January 23, 2026.
  • Closing exchange consideration: The Shareholder will transfer all OMG shares to Pubco in exchange for $300,000,000, payable in ordinary shares of Pubco at a deemed value of $10.00 per share.
  • Milestone consideration: Up to $300,000,000 in license milestone consideration and up to $400,000,000 in performance milestone consideration, represented by Pubco ordinary shares with an aggregate value of $700,000,000 at a deemed value of $10.00 per share, deposited in escrow at closing.
  • Deadline extended: The outside date has been extended from December 31, 2026, to March 31, 2027.
  • Revised transaction sequencing: The Initial Merger and the Acquisition Transfer and Exchange will now occur simultaneously rather than sequentially as contemplated under the original agreement.
  • Pubco board composition: Pubco's board will consist of eight directors, one of whom will be designated by Lake Superior's sponsor and will be independent.
  • New parties added: Openmarkets Group International Limited (Pubco) and OMG Merger Sub Ltd have joined the A&R BCA as parties, as contemplated under the original agreement following their formation.

Revised Structure of the Lake Superior and Openmarkets Group Business Combination

According to the filing, the A&R BCA principally revises Pubco's pre-closing ownership structure and the sequencing of transactions. Under the revised structure, prior to closing, Lake Superior will transfer all of its shares in Pubco to a single Australian transitional holder, who will hold such shares as legal and beneficial owner and not as nominee, agent or trustee for Lake Superior or any other foreign person. That transitional holder will also be appointed to Pubco's board of directors before closing, following which Pubco will no longer be a subsidiary of Lake Superior.

At closing, Merger Sub will merge with and into Lake Superior, with Lake Superior surviving as a wholly owned subsidiary of Pubco. The filing states that the shares of Pubco held by the transitional holder will be cancelled for no consideration. Simultaneously, the Shareholder will transfer all OMG shares to Pubco in exchange for the closing exchange consideration of $300,000,000 in Pubco ordinary shares at a deemed value of $10.00 per share. The filing notes that the Initial Merger and the Acquisition Transfer and Exchange will be deemed to occur simultaneously, and neither transaction will be deemed to occur before the other.

Promptly following closing, the filing discloses, Lake Superior will be liquidated, its assets transferred to Pubco, and its liabilities assumed by Pubco, with the parties expecting this Liquidation to be a taxable transaction. The A&R BCA also modifies certain representations and warranties of Openmarkets Group Pty Ltd, an Australian financial markets technology and brokerage services company, covering intellectual property, personal data, employment matters, and compliance with privacy laws. The filing states that the amounts of the closing exchange consideration and milestone consideration, and the methodology for calculating such consideration, remain unchanged from the original agreement.

What Was Disclosed

Lake Superior Acquisition Corp. (NASDAQ:LKSP) disclosed entry into an amended and restated business combination agreement with Openmarkets Group and related parties on November 3, 2026, revising the transaction's pre-closing ownership structure, sequencing, certain representations and warranties, and extending the outside date to March 31, 2027.