Amanat Acquisition signs $200M Corxel merger agreement
Assuming no shareholder redemptions, the proposed combination is expected to generate approximately $377 million in gross proceeds before transaction costs.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
Amanat Acquisition Corp. entered into a business combination agreement with Corxel Pharmaceuticals, Inc. and its parent, Corxel Pharmaceuticals Limited, with an implied Corxel equity value of $200 million. PIPE investors agreed to purchase securities for aggregate commitments of $300 million, subject to contractual reduction mechanisms. The transaction is expected to close in the first half of 2027, subject to shareholder approvals, regulatory clearance and other closing conditions.
Assuming no AMAN shareholder redemptions and before transaction costs, the combined company is expected to receive approximately $377 million in gross proceeds. Net proceeds are expected to support the company through 2029 and fund global Phase 3 development of CX11. AMAN shareholders may redeem shares for their pro rata portion of the trust account. The transaction covers Corxel US and its obesity-focused assets; Corxel HK and JX10 remain outside it. Corxel reports that CX11 achieved mean body-weight reduction of up to 11.5% at Week 36 in a U.S. Phase 2 trial; treatment discontinuation due to gastrointestinal adverse events was 5.0%.
Filing Explained
Warrant exercise has ownership caps, while future employee-plan share reserves remain unquantified and may increase annually.
The signed combination remains unclosed; if completed, consideration for Corxel and PIPE subscriptions may be delivered partly as pre-funded warrants rather than common shares, leaving a path for additional shares in the combined company.
The merger warrants carry a
The initial share reserves for both proposed plans are percentages to be agreed, and the plans provide for cumulative annual increases beginning in 2027; the employee stock purchase plan's increases run through 2036. Both plans require AMAN shareholder approval, and any reserved shares later issued would increase the share count and reduce the percentage ownership of existing holders who do not receive them.
8-K Event Classification
Key Figures
Key Terms
PIPE Financing financial
pre-funded warrants financial
HSR Act regulatory
net tangible assets financial
efficacy estimand medical
GLP-1 receptor agonist medical
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much financing is planned for AMAN's Corxel combination?
When is AMAN's business combination with Corxel expected to close?
How can PIPE investors reduce their AMAN-Corxel subscription commitments?
What are the terms of the Corxel business-combination pre-funded warrants?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State
or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S.
Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) |
Name of each exchange on which registered | ||
| The
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging
growth company
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry Into A Material Definitive Agreement
On October 25, 2026, Amanat Acquisition Corp, a Cayman Islands exempted company (“AMAN”), Cairo Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of AMAN (“Merger Sub”), Corxel Pharmaceuticals, Inc., a Delaware corporation (“Corxel”), and Corxel Pharmaceuticals Limited, a Cayman Islands exempted company and the sole stockholder of Corxel (“Parent”), entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”). The Business Combination Agreement and the transactions contemplated thereby (the “Business Combination”) were unanimously approved by Corxel’s board of directors and approved by AMAN’s board of directors. The Business Combination is expected to close in the first half of 2027, following the receipt of the requisite approvals of AMAN’s shareholders and Corxel’s sole stockholder and the fulfillment of other customary closing conditions, including the expiration or termination of the applicable waiting period under the HSR Act (as defined below).
Business Combination Agreement
The Domestication
The Business Combination Agreement provides, among other things, that at least one business day prior to the closing of the transactions contemplated by the Business Combination Agreement (the “Closing” and the date upon which the Closing actually occurs, the “Closing Date”), AMAN will de-register from the Register of Companies in the Cayman Islands and transfer by way of continuation from the Cayman Islands to Delaware and domesticate as a Delaware corporation in accordance with Section 388 of the General Corporation Law of the State of Delaware (the “DGCL”) and Part 12 of the Companies Act (Revised) of the Cayman Islands (the “Domestication”). In connection with the Domestication, (i) each outstanding Class A ordinary share of AMAN (each, an “AMAN Class A Share”), each outstanding Class B ordinary share of AMAN and each outstanding preference share of AMAN that is issued and outstanding immediately prior to the Domestication will be converted into one share of common stock, par value $0.0001 per share, of AMAN (the “New Corxel Common Stock”), (ii) AMAN will file the New Corxel COI (as defined below) with the Secretary of State of the State of Delaware and adopt the New Corxel Bylaws (each, as defined and described below) and (iii) AMAN’s name will be changed to a mutually agreed upon name between AMAN, on the one hand, and Corxel and Parent, on the other hand (the resulting post-Closing entity, “New Corxel”).
AMAN Shareholder Redemptions
AMAN will provide the holders of AMAN Class A Shares the right to have all or a portion of their AMAN Class A Shares redeemed for cash in connection with the Business Combination, in accordance with AMAN’s governing documents, for a per-share price equal to the pro rata portion of the funds then in AMAN’s trust account (including interest not previously released to pay taxes). Any such redemptions will occur immediately prior to the consummation of the Domestication.
The Merger
Subject to the terms and conditions of the Business Combination Agreement, following the Domestication, Merger Sub will merge with and into Corxel, with Corxel as the surviving company (the “Surviving Company”) in the merger (the “First Merger”). Immediately following the First Merger, on the Closing Date and as part of the same overall transaction, the Surviving Company will merge with and into a separate wholly-owned subsidiary of AMAN (“Merger Sub II”), with Merger Sub II surviving such second merger (the “Second Merger” and together with the First Merger, the “Merger”) as a wholly-owned subsidiary of AMAN. At the time the First Merger becomes effective (the “Effective Time”), each share of Corxel common stock (collectively, “Corxel Shares”) issued and outstanding as of immediately prior to the Effective Time will be automatically canceled and extinguished and converted into the right to receive a number of shares of New Corxel Common Stock equal to an exchange ratio, which is based on an implied Corxel equity value of $200,000,000 (the “Exchange Ratio”), provided that, at Parent’s election, all or a portion of such shares of New Corxel Common Stock may instead be issued in the form of pre-funded warrants to purchase an equal number of shares of New Corxel Common Stock.
1
Each option to purchase Parent Common Shares (as defined in the Business Combination Agreement) that is outstanding immediately prior to the Effective Time (each, a “Parent Option”) will be treated as follows: (i) certain Parent Options identified in the Business Combination Agreement (each, an “Applicable Parent Option”), whether vested or unvested, will cease to represent the right to purchase Parent Common Shares and will be canceled in exchange for an option to purchase New Corxel Common Stock (each, a “Rollover Option”) under the equity incentive plan to be adopted by AMAN in advance of the Closing (the “New Corxel Equity Incentive Plan”), in an amount equal to the product (rounded down to the nearest whole number) of (x) the number of Parent Common Shares subject to such Applicable Parent Option immediately prior to the Effective Time, multiplied by (y) the option exchange ratio set forth on the allocation schedule (the “Option Exchange Ratio”), at an exercise price per share (rounded up to the nearest whole cent) equal to the quotient of (A) the exercise price per share of such Applicable Parent Option immediately prior to the Effective Time, divided by (B) the Option Exchange Ratio, with each Rollover Option generally remaining subject to the same terms and conditions (including applicable vesting, expiration and forfeiture provisions) that applied to the corresponding Applicable Parent Option immediately prior to the Effective Time; and (ii) each Parent Option that is not an Applicable Parent Option (each, an “Unassumed Parent Option”) will not be assumed and instead will represent the right to receive a number of shares of New Corxel Common Stock (or, if applicable, the cash equivalent thereof) equal to the product (rounded down to the nearest whole number) of (x) the number of Parent Common Shares subject to such Unassumed Parent Option immediately prior to the Effective Time, multiplied by (y) the Option Exchange Ratio, reflecting the net value of such option after giving effect to its exercise price, without any further payment of an exercise price by the holder. Additionally, at the Effective Time, each EIP Share (as defined in the Business Combination Agreement) will be canceled in exchange for the right to receive a number of shares of New Corxel Common Stock equal to the Exchange Ratio.
After the Closing, Parent intends to distribute or dividend to its shareholders (whether pro rata or pursuant to one or more exchange or redemption arrangements with one or more of its shareholders) all or any portion of the New Corxel Common Stock, pre-funded warrants and other consideration received by Parent pursuant to the Business Combination Agreement (or the proceeds thereof), including in connection with the cash settlement of any Unassumed Parent Options.
Representations and Warranties; Covenants
The Business Combination Agreement contains representations, warranties and covenants of each of the parties thereto (the “Parties”) that are customary for transactions of this type, including with respect to the operations of AMAN and Corxel prior to the Closing and the preparation and filing of a registration statement on Form S-4 relating to the Business Combination containing a prospectus and proxy statement of AMAN (the “Registration Statement / Proxy Statement”) with the Securities and Exchange Commission (the “SEC”). The Parties have also undertaken to procure clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). In addition, the board of directors of AMAN has agreed to adopt the New Corxel Incentive Plan and the New Corxel Employee Stock Purchase Plan (as defined and described below) prior to the effectiveness of the Registration Statement / Proxy Statement, as described in the Business Combination Agreement.
Governance
AMAN has agreed to take all action within its power as may be necessary or appropriate such that, effective immediately after the Closing, the New Corxel board of directors will initially consist of a number of directors determined by Corxel, divided into three classes designated Class I, II and III, which directors will include one or more independent designees determined by Corxel following consultation with AMAN. If, following the final AMAN shareholder redemption, the amount then remaining in the trust account containing the proceeds of AMAN’s initial public offering (after giving effect to the aggregate amount of all AMAN shareholder redemptions) is greater than $25,000,000, AMAN will have a director on the New Corxel board of directors, which is intended to be Rakhi Kumar.
Conditions to Closing
The obligation of the Parties to consummate the Business Combination is subject to certain closing conditions, including, but not limited to, (i) the expiration or termination of the applicable waiting period under the HSR Act and any agreement between a party with any governmental entity not to consummate transactions contemplated by the Business Combination, (ii) no order or law or other legal restraint or prohibition issued by any governmental entity enjoining, prohibiting or preventing the consummation of the Business Combination (including the Domestication and the Merger) being in effect, (iii) the effectiveness of the Registration Statement / Proxy Statement, (iv) receipt of the written consent of Parent, as the sole stockholder of Corxel (the “Corxel Stockholder Written Consent”), and the requisite approval of AMAN’s shareholders, (v) the approval for listing of the New Corxel Common Stock on Nasdaq, (vi) after giving effect to the Business Combination (including the PIPE Financing (as described below) and any AMAN shareholder redemptions), AMAN having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended) immediately after the Effective Time; and (vii) approval of the required transaction proposals by AMAN’s shareholders.
2
The obligation of AMAN to consummate the Business Combination is also subject to the fulfillment of other customary closing conditions, including, but not limited to, (i) there having been no Company Material Adverse Effect (as defined in the Business Combination Agreement) since the date of the Business Combination Agreement that is continuing, and (ii) Corxel having identified and publicly announced a Chief Executive Officer and a board of directors of New Corxel, in each case to serve effective as of immediately following the Closing. During the pre-Closing period, Corxel may not hire a Chief Executive Officer without first reasonably consulting with AMAN, and Corxel must consider in good faith any comments provided by AMAN in connection with that consultation.
The obligation of Corxel to consummate the Business Combination is also subject to the fulfillment of other customary closing conditions, including, but not limited to, (i) there having been no SPAC Material Adverse Effect (as defined in the Business Combination Agreement) since the date of the Business Combination Agreement that is continuing, (ii) the aggregate cash proceeds available for release from AMAN’s trust account (after giving effect to all AMAN shareholder redemptions), together with the proceeds from the PIPE Financing (as described below) and aggregate amount of any additional cash and cash equivalents held at closing by the Company not to exceed $75,000,000, equaling at least $200,000,000, (iii) the New Corxel board of directors consisting of the number of directors, and being comprised of the individuals, determined in accordance with the governance provisions described above, and (iv) the consummation of the Domestication at least one business day prior to the Closing Date.
Termination
The Business Combination Agreement may be terminated under certain customary and limited circumstances prior to the Closing, including, but not limited to, (i) by mutual written consent of AMAN and Corxel, (ii) by AMAN if the representations and warranties of Corxel or Parent are not true and correct or if Corxel or Parent fails to perform any pre-closing covenant or agreement set forth in the Business Combination Agreement such that certain conditions to closing cannot be satisfied and the breach or breaches of such representations or warranties or the failure to perform such covenant or agreement, as applicable, are not cured or cannot be cured within certain specified time periods, (iii) by Corxel if the representations and warranties of any AMAN Party (as defined in the Business Combination Agreement) are not true and correct or if any AMAN Party fails to perform any covenant or agreement set forth in the Business Combination Agreement such that certain conditions to closing cannot be satisfied and the breach or breaches of such representations or warranties or the failure to perform such covenant or agreement, as applicable, are not cured or cannot be cured within certain specified time periods, (iv) by either AMAN or Corxel if the Business Combination is not consummated by the applicable termination date set forth in the Business Combination Agreement, subject to certain limited exceptions, (v) by either AMAN or Corxel if any governmental entity has issued a final and non-appealable order or taken any other action permanently enjoining, restraining, materially delaying or otherwise prohibiting the Business Combination, (vi) by either AMAN or Corxel if the AMAN shareholders meeting has been held and concluded and the requisite AMAN shareholder approval was not obtained, (vii) by AMAN if Corxel has not delivered the Corxel Stockholder Written Consent within two business days after the Registration Statement / Proxy Statement is declared effective, (viii) by Corxel or Parent, prior to delivery of the Corxel Stockholder Written Consent, concurrently with entering into a permitted alternative agreement in connection with a superior offer and payment of the related termination fee; and (ix) by AMAN, prior to delivery of the Corxel Stockholder Written Consent, if the Corxel board of directors has made an adverse recommendation change.
The Business Combination Agreement also provides for the payment of certain termination fees in connection with specified terminations. If the Business Combination Agreement is terminated by Corxel or Parent (prior to delivery of the Corxel Stockholder Written Consent) concurrently with entering into a permitted alternative agreement in connection with a superior offer, Corxel will pay AMAN the greater of $10,000,000 and 1% of the aggregate upfront consideration payable in such alternative transaction (subject to a cap of $50,000,000) (the “Superior Offer Termination Fee”). If the Business Combination Agreement is terminated by AMAN following an adverse recommendation change by the Corxel board of directors, Corxel will pay AMAN $10,000,000 (the “Adverse Recommendation Termination Fee”). If the Business Combination Agreement is terminated by either AMAN or Corxel because a governmental entity has issued a final and non-appealable order or taken any other action permanently enjoining, restraining, materially delaying or otherwise prohibiting the transactions contemplated by the Business Combination Agreement, Corxel will reimburse AMAN for its reasonable and documented third-party costs and expenses up to a maximum of $3,000,000 (the “Regulatory Termination Fee” and, together with the Superior Offer Termination Fee and the Adverse Recommendation Termination Fee, the “Termination Fees”). Payment of the applicable Termination Fee will, in the circumstances in which such Termination Fee is owed, constitute the sole and exclusive remedy of AMAN, and in no event will Corxel be required to pay more than one Termination Fee.
3
Other than with respect to the Termination Fees set forth above, none of the Parties will have any liability or any further obligation under the Business Combination Agreement upon the valid termination of the Business Combination Agreement other than customary confidentiality obligations, except in the case of Willful Breach or Fraud (each as defined in the Business Combination Agreement).
The foregoing description of the Business Combination Agreement and the Business Combination does not purport to be complete and is qualified in its entirety by the terms and conditions of the Business Combination Agreement and any related agreements. The Business Combination Agreement contains representations, warranties and covenants that the respective Parties made to each other as of the date of such agreement or other dates specified therein. The assertions embodied in those representations, warranties and covenants were made for purposes of allocating contractual risk between the respective Parties and are subject to important qualifications and limitations agreed to by the Parties in connection with negotiating the Business Combination Agreement. Such assertions are not intended to establish matters of fact or to provide any other factual information about AMAN, Corxel, or any other Party to the Business Combination Agreement or any related agreement. In particular, the representations, warranties, covenants and agreements contained in the Business Combination Agreement, which were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the Parties, are subject to limitations agreed upon by the Parties (including being qualified by confidential disclosures made by the Parties) and are subject to standards of materiality applicable to the Parties that may differ from those applicable to investors and security holders. Investors and security holders are not third-party beneficiaries under the Business Combination Agreement and should not rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any Party to the Business Combination Agreement. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Business Combination Agreement, which subsequent information may or may not be fully reflected in AMAN’s public disclosures.
The foregoing description of the Business Combination Agreement is qualified in its entirety by reference to the Business Combination Agreement filed as Exhibit 2.1 to this Current Report on Form 8-K.
Related Agreements
The Business Combination Agreement contemplates the execution of various additional agreements and instruments, including, among others, the following:
Sponsor Letter Agreement
Concurrently with the execution of the Business Combination Agreement, AMAN, Amanat Sponsor Holdings LLC, a Delaware limited liability company (the “Sponsor”) and Corxel entered into the Sponsor Letter Agreement (the “Sponsor Letter Agreement”), pursuant to which the Sponsor, as a holder of Class B ordinary shares has agreed to, among other things, (i) vote in favor of the Business Combination Agreement and the Business Combination, (ii) waive any adjustment or any other anti-dilution or similar protection with respect to the Class B ordinary shares in connection with the transactions contemplated by the Business Combination Agreement, (iii) be bound by certain other covenants and agreements related to the Business Combination, and (iv) be bound by certain transfer restrictions with respect to his, her or its shares in AMAN.
A copy of the Sponsor Letter Agreement is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference, and the foregoing description of the Sponsor Letter Agreement is qualified in its entirety by reference thereto.
4
PIPE Financing (Private Placement)
Concurrently with the execution of the Business Combination Agreement, on October 25, 2026, AMAN entered into subscription agreements (the “Subscription Agreements”) with certain qualified institutional buyers, institutional accredited investors, and other accredited investors, including, among others, certain existing stockholders of Parent (collectively, the “PIPE Investors”). Pursuant to the Subscription Agreements, the PIPE Investors agreed to subscribe for and purchase, and AMAN agreed to issue and sell to the PIPE Investors, on the Closing Date, shares of New Corxel Common Stock (the “Subscribed Shares”) and/or, in lieu thereof, pre-funded warrants to purchase shares of New Corxel Common Stock (the “PIPE Pre-Funded Warrants”), in each case in the amounts set forth in the applicable Subscription Agreement and signature page thereto. The number of Subscribed Shares is determined based on the applicable purchase price and the Redemption Price (as defined in AMAN's Amended and Restated Memorandum and Articles of Association), reduced by the number of shares underlying any PIPE Pre-Funded Warrants elected by such PIPE Investor. The foregoing subscriptions and purchases are for aggregate purchase commitments of $300 million, as adjusted for reduction mechanisms provided therein (the “PIPE Financing”). Subject to specified conditions, the PIPE Investors may reduce their respective subscription obligations on a one-for-one basis by acquiring and not redeeming Class A ordinary shares in the open market or in privately negotiated transactions with third parties prior to the shareholder meeting, with a corresponding reduction in the Purchase Price based on the Redemption Price (each as defined in the Subscription Agreements).
The obligations of each party to consummate the PIPE Financing are conditioned upon, among other things, (i) the New Corxel Common Stock (including the New Corxel Common Stock issuable to the PIPE Investors pursuant to the Subscription Agreements) having been approved for listing on Nasdaq; (ii) all conditions precedent to the Closing shall have been satisfied or waived and such closing shall be scheduled to occur substantially concurrently with or immediately following the PIPE closing; and (iii) the absence of specified adverse judgements, orders, laws, rules or regulations enjoining or otherwise prohibiting the consummation of the Business Combination.
The obligations of AMAN to consummate the PIPE Financing are further subject to additional conditions, including, among other things: (i) material truth and accuracy of the representations and warranties of the PIPE Investors, subject to customary bringdown standards; and (ii) material compliance by the PIPE Investors with their covenants, agreements and conditions under the Subscription Agreements.
The obligations of the PIPE Investors to consummate the PIPE Financing are further subject to additional conditions, including, among other things: (i) the Business Combination Agreement shall not have been amended, modified, or waived, in a manner that would reasonably be expected to materially and adversely affect the economic benefits that a PIPE Investor (in its capacity as such) would reasonably expect to receive under the Subscription Agreements without the prior written consent of such investor; (ii) the material truth and accuracy of the representations and warranties of AMAN in the Subscription Agreements, subject to customary bringdown standards; (iii) no subscription agreement, or other agreements or understandings (including side letters) entered into in connection with the sale of New Corxel Common Stock under the Subscription Agreements, with any other PIPE Investors shall have been amended, modified, or waived in any manner that benefits such other PIPE Investor unless all PIPE Investors have been offered substantially the same benefits (other than terms particular to the legal or regulatory requirements of such other PIPE Investor or its affiliates or related persons); (iv) all specified consents, waivers or other authorizations and notices, required to be made in connection with the issuance and sale of New Corxel Common Stock under the Subscription Agreements shall have been obtained or made, except where failure to so obtain would not prevent AMAN from consummating the transactions contemplated by the Subscription Agreements; (v) material compliance by AMAN with its covenants, agreements and conditions under the Subscription Agreements; (vi) there has not occurred any Company Material Adverse Effect or SPAC Material Adverse Effect (each as defined in the Business Combination Agreement) since the date of the Subscription Agreements that is continuing.
The Subscription Agreements provide that AMAN will grant the Investors certain customary registration rights.
The foregoing description of the Subscription Agreements and the PIPE Financing is subject to and qualified in its entirety by reference to the full text of the form of Subscription Agreements, a copy of which is attached as Exhibit 10.2 hereto, and the terms of which are incorporated herein by reference.
5
Support Agreement
In connection with the signing of the Business Combination Agreement, Parent entered into a Support Agreement (the “Support Agreement”) with AMAN, pursuant to which Parent has agreed, among other things, (a) that it has received the requisite authorization and approval from the holders of the requisite number of its issued and outstanding equity interests to enter into the Support Agreement, the Business Combination Agreement and each ancillary agreement to which Corxel is a party and approve the Business Combination, (b) as promptly as reasonably practicable (and in any event within two business days) following the date on which the Registration Statement / Proxy Statement is declared effective, to duly execute and deliver to Corxel the Company Stockholder Written Consent, (c) at any meeting of the stockholders of Corxel, however called, and in any action by written resolution of the stockholders of Corxel, to vote (or cause to be voted) all of its Corxel Shares (i) in favor of the approval and adoption of the Business Combination Agreement, the Merger and the other transactions contemplated by the Business Combination Agreement and (ii) against any Company Acquisition Proposal (as defined in the Business Combination Agreement) or other matter intended or reasonably expected to prevent the satisfaction of any closing condition or otherwise impede or delay the consummation of the Business Combination, and (d) appoint AMAN or any individual designated by AMAN as Parent’s agent, attorney-in-fact and proxy, for purposes of complying with Parent’s obligations under the Support Agreement, to vote (or consent with respect to) Parent’s Corxel Shares, or to attend on Parent’s behalf any meeting of the stockholders of Corxel, in each case solely with respect to the matters described in clauses (b) and (c) above and only if Parent fails to timely deliver such written consent or vote its Corxel Shares as required. The obligations under the Support Agreement automatically terminate upon the earliest of (i) the Effective Time; (ii) the termination of the Business Combination Agreement in accordance with its terms; and (iii) the mutual written agreement of AMAN and Parent.
The foregoing description of the Support Agreement is subject to and qualified in its entirety by reference to the full text of the form of Support Agreement, a copy of which is attached as Exhibit 10.3 hereto, and the terms of which are incorporated herein by reference.
Investor Rights Agreement
At or prior to the Closing, New Corxel, Sponsor, certain holders of membership interests in Sponsor and Parent will enter into an investor rights agreement (the “Investor Rights Agreement”). Pursuant to the Investor Rights Agreement, among other things, New Corxel will agree that, within 45 calendar days following the Closing Date, New Corxel will file with the SEC (at New Corxel’s sole cost and expense) a registration statement registering the resale of certain shares of New Corxel Common Stock and/or pre-funded warrants (or New Corxel Common Stock issuable upon exercise of such pre-funded warrants) held by or issuable to the parties thereto (the “Resale Registration Statement”), and New Corxel will use its commercially reasonable efforts to have the Resale Registration Statement declared effective as soon as reasonably practicable after the filing thereof. Such holders will be entitled to customary piggyback registration rights and demand registration rights, including underwritten and block-trade demands.
The Investor Rights Agreement provides that Parent may distribute or otherwise transfer Registrable Securities (as defined therein) to its shareholders pursuant to dividends, distributions, exchanges or redemptions and permits subsequent in-kind distributions by such recipients to their own equityholders or other permitted transferees. Following any such distribution and receipt of the applicable selling securityholder information, New Corxel will be required to supplement or amend the applicable resale registration statement or, if required, file a new shelf registration statement to name the recipients as selling securityholders within ten business days. Such distributees will be required to join the Investor Rights Agreement, and certain demand and other registration rights held by Parent will thereafter be exercisable on behalf of all distributees by distributees holding a majority of the Registrable Securities so distributed, as determined at the time of exercise.
The Investor Rights Agreement amends and restates the registration rights agreement that was entered into by AMAN, the Sponsor and the AMAN Existing Investors (as defined therein) in connection with AMAN’s initial public offering. The Investor Rights Agreement will terminate on the earlier of (a) the five year anniversary of the date of the Investor Rights Agreement or (b) with respect to any holder party thereto, on the date that such holder no longer holds any Registrable Securities.
6
The foregoing description of the Investor Rights Agreement is subject to and qualified in its entirety by reference to the full text of the form of Investor Rights Agreement, a copy of which is attached as Exhibit 10.4 hereto, and the terms of which are incorporated herein by reference.
Lock-Up Agreements
At or prior to the Closing, the Sponsor and Parent will enter into lock-up agreements (the “Lock-Up Agreements”) with New Corxel.
Pursuant to the Lock-Up Agreements, the Sponsor and Parent will agree not to transfer (except for certain permitted transfers) any shares of New Corxel Common Stock or pre-funded warrants (including shares issuable upon exercise thereof) held by such holder after the Domestication, not including shares issued pursuant to the Subscription Agreements, until six months after the Closing Date. During such lock-up period, in connection with the Distribution, Parent will be permitted to effect dividends, in-kind distributions, exchanges, redemptions or similar transfers of its lock-up securities to its direct or indirect equityholders and other specified transferees, including in settlement of options or other rights to acquire shares of Parent, and such recipients may make subsequent in-kind distributions or similar transfers to their own direct or indirect equityholders or other permitted transferees. Each such transferee will be required to execute a joinder to the Lock-Up Agreement and will remain subject to the applicable transfer restrictions for the remainder of the original lock-up period.
The foregoing description of the Lock-Up Agreements is subject to and qualified in its entirety by reference to the full text of the form of Lock-Up Agreement, a copy of which is included as Exhibit 10.5 to this Current Report.
BCA Pre-Funded Warrants
Pursuant to the Business Combination Agreement, a portion of the shares of New Corxel Common Stock otherwise issuable as Aggregate Transaction Share Consideration (as defined in the Business Combination Agreement) may be issued in the form of pre-funded warrants (the “BCA Pre-Funded Warrants”) to purchase an equal number of shares of New Corxel Common Stock. The shares underlying the BCA Pre-Funded Warrants will count toward the Aggregate Transaction Share Consideration on a one-for-one basis.
The BCA Pre-Funded Warrants will have an exercise price of $0.0001 per share, will be exercisable at any time on or after their original issue date and will not expire until exercised in full. The BCA Pre-Funded Warrants may be exercised on a cashless basis in accordance with their terms and will contain customary provisions providing for adjustments in the event of certain dividends, distributions, stock splits, combinations, reclassifications and similar transactions. The BCA Pre-Funded Warrants will prohibit any exercise to the extent that, immediately before or after giving effect to such exercise, the holder would beneficially own more than 9.99% of the outstanding New Corxel Common Stock, or 4.99% if elected by the holder.
The foregoing description of the BCA Pre-Funded Warrants is subject to and qualified in its entirety by reference to the full text of the form of BCA Pre-Funded Warrant, a copy of which is included as Exhibit 10.6 to this Current Report.
New Corxel Certificate of Incorporation and New Corxel Bylaws
Concurrently with the Domestication, and prior to the Effective Time, AMAN will file a certificate of incorporation with the Secretary of State of the State of Delaware (“New Corxel COI”) and will adopt bylaws (“New Corxel Bylaws”), which together will govern the rights, privileges, and preferences of the holders of New Corxel securities after the Closing.
The foregoing descriptions of the New Corxel COI and New Corxel Bylaws do not purport to be complete and are qualified in their entirety by the terms and conditions of the forms of the New Corxel COI and New Corxel Bylaws, copies of which are included as Exhibit E and Exhibit F, respectively, to the Business Combination Agreement (attached as Exhibit 2.1 hereto), and the terms of which are incorporated herein by reference.
7
New Corxel Equity Incentive Plan and New Corxel Employee Stock Purchase Plan
Prior to the effectiveness of the Registration Statement / Proxy Statement, AMAN will approve and adopt, in each case subject to approval by the AMAN shareholders, the New Corxel Equity Incentive Plan and an employee stock purchase plan (the “New Corxel Employee Stock Purchase Plan”) to provide eligible service providers of New Corxel and certain affiliated companies with the opportunity to purchase New Corxel Common Stock and/or acquire a proprietary interest in New Corxel. The New Corxel Equity Incentive Plan will provide for equity incentive compensation grants to employees and consultants (including non-employee directors) in the form of stock options (both non-qualified stock options and incentive stock options), stock appreciation rights, restricted stock, restricted stock units, and other stock-based and cash-based awards. The New Corxel Employee Stock Purchase Plan will permit eligible employees to purchase New Corxel Common Stock at a discount under (i) a component that is intended to be qualified under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) a component that is not intended to be so qualified under Section 423 of the Code.
The initial number of shares of New Corxel Common Stock reserved and available for issuance under the New Corxel Equity Incentive Plan will equal a percentage, to be mutually agreed by AMAN and Corxel, of the number of shares of New Corxel Common Stock issued and expected to be outstanding immediately after the Effective Time (determined on a fully diluted basis after giving effect to the PIPE Financing). Additionally, the number of shares of New Corxel Common Stock reserved and available for issuance under the New Corxel Equity Incentive Plan will be automatically cumulatively increased on the first day of each fiscal year beginning with the 2027 fiscal year by (i) a percentage, to be mutually agreed by AMAN and Corxel, of the shares of New Corxel Common Stock outstanding on the last day of the immediately preceding fiscal year, (determined on a fully diluted basis) or (ii) such lesser number of shares as determined by the administrator of the New Corxel Equity Incentive Plan.
The initial number of shares of New Corxel Common Stock reserved and available for issuance under the New Corxel Employee Stock Purchase Plan will equal a percentage, to be mutually agreed by AMAN and Corxel, of the number of shares of New Corxel Common Stock issued and expected to be outstanding immediately after the Effective Time (determined on a fully diluted basis after giving effect to the PIPE Financing). Additionally, on the first day of each fiscal year beginning with the 2027 fiscal year and ending with the 2036 fiscal year, the number of shares of New Corxel Common Stock reserved and available for issuance under the New Corxel Employee Stock Purchase Plan will be cumulatively increased by (i) a percentage, to be mutually agreed by AMAN and Corxel, of the shares of New Corxel Common Stock outstanding on the last day of the immediately preceding fiscal year (determined on a fully diluted basis) or (ii) such other amount as determined by the administrator of the New Corxel Employee Stock Purchase Plan.
The foregoing descriptions of the New Corxel Equity Incentive Plan and New Corxel Employee Stock Purchase Plan do not purport to be complete and are qualified in their entirety by the terms and conditions of the forms of New Corxel Equity Incentive Plan and New Corxel Employee Stock Purchase Plan, copies of which are included as Exhibit G and Exhibit H, respectively, to the Business Combination Agreement (attached as Exhibit 2.1 hereto), and the terms of which are incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K with respect to the issuance of New Corxel Common Stock, PIPE Pre-Funded Warrants, and New Corxel Common Stock issuable upon exercise of the PIPE Pre-Funded Warrants in connection with the transactions contemplated by the Subscription Agreements is incorporated by reference herein. Such shares of New Corxel Common Stock, PIPE Pre-Funded Warrants, and New Corxel Common Stock issuable upon exercise of the PIPE Pre-Funded Warrants will not be registered under the Securities Act in reliance on the exemption from registration provided in Section 4(a)(2) of the Securities Act.
Item 7.01 Regulation FD Disclosure.
On October 26, 2026, AMAN and Corxel issued a press release announcing the Business Combination. The press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Attached as Exhibit 99.2 and incorporated by reference herein is an investor presentation, dated October 2026.
The information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of AMAN under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2.
8
Additional Information about the Proposed Business Combination and Where to Find It
The proposed Business Combination will be submitted to shareholders of AMAN for their consideration. AMAN intends to file a registration statement on Form S-4 with the SEC, which will include preliminary and definitive proxy statements to be distributed to AMAN’s shareholders in connection with AMAN’s solicitations of proxies from AMAN’s shareholders with respect to the proposed business combination and other matters to be described in the registration statement, as well as the prospectus relating to the offer of the securities to be issued to the stockholders of Corxel and Parent in connection with the completion of the proposed Business Combination. After the registration statement has been filed and declared effective, AMAN will mail a definitive proxy statement/prospectus and other relevant documents relating to the proposed Business Combination and other matters to be described in the registration statement to Corxel and Parent stockholders and AMAN shareholders as of a record date to be established for voting on the proposed Business Combination. Before making any voting or investment decision, AMAN shareholders, Corxel and Parent stockholders, and other interested persons are urged to read these documents and any amendments thereto, as well as any other relevant documents filed with the SEC by AMAN in connection with the proposed Business Combination and other matters to be described in the registration statement, when they become available because they will contain important information about AMAN, Corxel and the proposed Business Combination. Shareholders will also be able to obtain free copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus and other documents filed by AMAN with the SEC, once available, without charge, at the SEC’s website located at www.sec.gov, or by directing a written request to Amanat Acquisition Corp, 153 Central Avenue, C/O 56, Westfield, NJ 07091.
Forward-Looking Statements
This Current Report on Form 8-K includes forward-looking statements. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of other financial and performance metrics and projections of market opportunity; expectations and timing related to the success, cost and timing of product development activities, including the initiation, timing, progress and results of Corxel’s clinical trials for CX11 and CX12, including their respective development plans and strategies; the initiation, timing, progress and results of preclinical studies and clinical trials for any future product candidates, including their respective product development plans and strategies; the timing, scope and costs involved in obtaining and maintaining regulatory approval for CX11, CX12 and any future product candidates that Corxel may identify or develop; expectations regarding future events under collaboration and licensing agreements, including potential future payments, as well as Corxel’s plans and strategies for entering into further collaboration and licensing agreements; expectations regarding any strategic transactions Corxel may enter into for its clinical programs; the potential benefits and market opportunity for Corxel’s product candidates; expectations regarding the size, scope and design of clinical trials; Corxel’s manufacturing, commercialization and marketing plans and strategies; Corxel’s plans to hire additional personnel and Corxel’s ability to attract and retain such personnel; Corxel’s estimates of the number of patients who suffer from the diseases it is targeting and potential growth in Corxel’s target markets; Corxel’s expectations regarding the approval and use of its product candidates; Corxel’s competitive position and the development and impact of competing therapies that are or may become available; the size and growth potential of the markets for Corxel’s product candidates; Corxel’s ability to discover and develop additional product candidates and to advance such product candidates into, and successfully complete, clinical trials; financing and other business milestones; the expected timing of and ability of the parties to consummate the Business Combination, including satisfaction of the closing conditions set forth in the Business Combination Agreement; potential benefits of the Business Combination; and expectations relating to the Business Combination, including the use of proceeds of the PIPE Financing and Corxel’s expected cash runway. These statements are based on various assumptions, whether or not identified in this Current Report on Form 8-K, and on the current expectations of Corxel’s and AMAN’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by an investor as a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and may differ from assumptions. Many actual events and circumstances are beyond the control of Corxel and AMAN. These forward-looking statements are subject to a number of risks and uncertainties, including, but not limited to, changes in domestic and foreign business, market, financial, political, and legal conditions; the inability of the parties to successfully or timely enter into definitive agreements with respect to the Business Combination or consummate the proposed Business Combination, including the risk that any required regulatory approvals, filings, notices or other regulatory processes (including in the United States, China and other applicable jurisdictions) are not obtained, are delayed or are subject to unanticipated conditions (such as any SEC statements or enforcements or other actions relating to SPACs) that could adversely affect the combined company or the expected benefits of the proposed Business Combination or the risk that the approval of the stockholders of AMAN or Corxel is not obtained; failure to realize the anticipated benefits of the proposed Business Combination; matters discovered by AMAN or Corxel as they complete their respective due diligence investigations of each other; risks related to the approval and regulatory filing of Corxel’s product candidates, including CX11 and CX12, and the timing of expected regulatory and business milestones; ability to negotiate definitive contractual arrangements with potential customers and partners; the impact of competitive products and programs; ability to obtain sufficient supply of materials; ability to obtain additional financing; ability to attract and retain qualified personnel; global economic and political conditions; legal and regulatory changes; the outcome of any legal proceedings that may be instituted against AMAN or Corxel related to the proposed Business Combination; the effects of competition on Corxel’s future business; the amount of redemption requests made by AMAN’s public shareholders; and those factors discussed in documents AMAN has filed or will file with the SEC, together with the risks described in the document entitled “Risk Factors” that has been made available to interested parties concurrent with this Current Report on Form 8-K and also set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in AMAN’s prospectus dated May 18, 2026 relating to its initial public offering, and in those documents that AMAN has filed, or will file, with the SEC.
9
If any of these risks materialize or AMAN’s or Corxel’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither AMAN nor Corxel presently know or that AMAN and Corxel currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect AMAN’s and Corxel’s expectations, plans, or forecasts of future events and views as of the date of this Current Report on Form 8-K and are qualified in their entirety by reference to the cautionary statements herein. AMAN and Corxel anticipate that subsequent events and developments will cause AMAN’s and Corxel’s assessments to change. These forward-looking statements should not be relied upon as representing AMAN’s and Corxel’s assessments as of any date subsequent to the date of this Current Report on Form 8-K. Accordingly, undue reliance should not be placed upon the forward-looking statements. Neither AMAN, Corxel nor any of their respective affiliates undertake any obligation to update these forward-looking statements, except as required by law.
Participants in the Solicitation
AMAN, Corxel, and their respective directors and executive officers may be deemed to be participants in the solicitations of proxies from AMAN’s shareholders with respect to the proposed Business Combination and the other matters set forth in the registration statement. Information regarding AMAN’s directors and executive officers, and a description of their interests in AMAN is contained in AMAN’s prospectus dated May 18, 2026 relating to its initial public offering, which was filed with the SEC and is available free of charge at the SEC’s website located at www.sec.gov, or by directing a request to Amanat Acquisition Corp, 153 Central Avenue, C/O 56, Westfield, NJ 07091. Additional information regarding the interests of such participants in the proxy solicitation and a description of their direct and indirect interests, will be contained in the proxy statement/prospectus relating to the proposed Business Combination when it becomes available. Shareholders, potential investors and other interested persons should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from the sources described above.
This Current Report on Form 8-K is not a substitute for the registration statement or for any other document that AMAN and Corxel may file with the SEC in connection with the proposed Business Combination. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain free copies of other documents filed with the SEC by AMAN, without charge, at the SEC’s website located at www.sec.gov.
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute an offer to sell, or the solicitation of an offer to buy, or a recommendation to purchase, any securities, in any jurisdiction, or the solicitation of any vote, consent or approval in any jurisdiction in connection with the proposed Business Combination or any related transactions, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful. This Current Report on Form 8-K is not, and under no circumstances is to be construed as, a prospectus, an advertisement or a public offering of the securities described herein in the United States or any other jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or exemptions therefrom. INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number |
Description | |
| 2.1†* | Business Combination Agreement, dated as of October 25, 2026, by and among Amanat Acquisition Corp, Cairo Merger Sub, Inc., Corxel Pharmaceuticals Limited and Corxel Pharmaceuticals, Inc. | |
| 10.1* | Sponsor Letter Agreement, dated as of October 25, 2026, by and among Amanat Sponsor Holdings LLC, Amanat Acquisition Corp and Corxel Pharmaceuticals, Inc. | |
| 10.2 | Form of Subscription Agreement. | |
| 10.3* | Form of Support Agreement. | |
| 10.4 | Form of Investor Rights Agreement. | |
| 10.5 | Form of Lock-Up Agreement. | |
| 10.6 | Form of Pre-Funded Warrant. | |
| 99.1 | Press Release, dated October 26, 2026. | |
| 99.2 | Investor Presentation, dated October 2026. | |
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL |
| † | Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. |
| * | Certain portions of these exhibits have been redacted pursuant to Item 601(b)(2)(ii) or 601(b)(10)(iv) of Regulation S-K. The Registrant hereby agrees to furnish supplementally an unredacted copy of the exhibit to the SEC upon request. |
10
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: October 26, 2026 | ||
| AMANAT ACQUISITION CORP | ||
| By: | /s/ Nicholas Fernandez | |
| Name: | Nicholas Fernandez | |
| Title: | Chief Financial Officer | |
11
Exhibit 99.1
Corxel US and Amanat Acquisition Corp Announce Definitive Business Combination Agreement to Create Publicly Listed Obesity-Focused Biopharmaceutical Company
| ● | Combined company expected to advance differentiated oral obesity franchise led by CX11, a clinical-stage, once-daily oral small-molecule GLP-1 receptor agonist (“RA”), and CX12, a preclinical oral small-molecule amylin receptor agonist. |
| ● | CX11 has demonstrated clinically meaningful weight loss and a generally favorable tolerability profile across Phase 2 obesity studies in the United States. Following an End-of-Phase 2 meeting, Corxel US has aligned with the U.S. Food and Drug Administration (“FDA”) on key elements of CX11’s regulatory path and Phase 3 trial design. |
| ● | Institutional investors have committed to a private investment in public equity (“PIPE”) of approximately $300 million, with participation from new and existing investors including RTW Investments, New Enterprise Associates (NEA), SR One, Mirae Asset Capital Life Science, HBM Healthcare Investments (Cayman) Ltd., Nantahala Capital, Coastlands Capital, LifeSci Venture Partners, Invus, TCGX, RA Capital Management, Propel Bio, SilverArc Capital and a large healthcare mutual fund. |
| ● | Transaction expected to provide approximately $377 million in gross proceeds (prior to the payment of transaction costs and assuming no redemptions by Amanat shareholders). |
| ● | Business combination expected to be completed in the first half of 2027. Proceeds expected to support the company through 2029, including funding the planned global Phase 3 development program for CX11 in obesity. |
BERKELEY HEIGHTS, N.J. and WESTFIELD, N.J., October 26, 2026 — Corxel Pharmaceuticals, Inc. (“Corxel US”), a clinical-stage biopharmaceutical company focused on developing innovative oral therapies for obesity and related cardiometabolic conditions, and Amanat Acquisition Corp (Nasdaq: AMAN) (“Amanat”), a publicly traded special purpose acquisition company, today announced they have entered into a definitive business combination agreement.
Upon completion of the proposed transaction, Corxel US will become a wholly owned subsidiary of the combined public company. The combined public company is expected to operate under a new name and have its common stock listed on the Nasdaq Capital Market under a new ticker symbol, in each case to be announced before closing. The current management of Corxel US is expected to continue leading Corxel US while a search for a U.S.-based Chief Executive Officer is underway. A new Chief Executive Officer of the combined company is expected to be hired prior to or upon the closing of the transaction.
In addition to approximately $75 million held in Amanat’s trust account, the transaction includes commitments for a concurrent, oversubscribed PIPE that is expected to result in total gross proceeds of approximately $300 million, subject to adjustment pursuant to the reduction mechanism described below. The PIPE includes participation from new and existing investors including RTW Investments, New Enterprise Associates (NEA), SR One, Mirae Asset Capital Life Science, HBM Healthcare Investments (Cayman) Ltd., Nantahala Capital, Coastlands Capital, LifeSci Venture Partners, Invus, TCGX, RA Capital Management, Propel Bio, SilverArc Capital and a large healthcare mutual fund. Certain investors may receive pre-funded warrants in lieu of shares, priced at the per share price less the exercise price payable upon exercise. Subject to specified conditions, PIPE investors may also reduce their respective subscription obligations on a one-for-one basis by acquiring and not redeeming Amanat shares in the open market or in privately negotiated transactions prior to the shareholder meeting, with a corresponding reduction in their respective purchase prices under the PIPE.
“This transaction represents another important milestone in Corxel Group’s corporate evolution and reflects the significant progress we have made in building a globally competitive cardiometabolic pipeline,” said Sandy Mou, Executive Director and Chief Executive Officer of Corxel Group. “Corxel Group was built on the belief that our most promising pipeline deserves the focus and resources to reach its full potential. We believe the proposed business combination will mark Corxel US’s transition into an independent public company, positioning it to pursue its long-term growth strategy with greater visibility and broader access to the public markets.”
Kevin Xie, Ph.D., Chief Financial Officer of Corxel US, added, “This transaction represents an important step in establishing Corxel US as a publicly traded, obesity-focused biopharmaceutical company with the capital strength and strategic flexibility to advance CX11 through global pivotal development. We believe CX11’s clinical profile, including the weight loss and favorable tolerability observed across multiple studies, positions it as a potentially differentiated, next-generation oral GLP-1 therapy. Following an End-of-Phase 2 meeting, we have aligned with the FDA on key elements of CX11’s regulatory path and Phase 3 trial design, and we are preparing to advance CX11 into global pivotal Phase 3 trials. Together with CX12, CX11 provides the foundation for an oral obesity franchise built to deliver meaningful benefits to a broad global patient population.”
Pavan Cheruvu, M.D., Chief Executive Officer and Director of Amanat, added, “We established Amanat to identify compelling healthcare businesses that could benefit from our team’s operating, clinical, and capital-markets experience. We believe Corxel US brings together an experienced global development team, a late-stage oral GLP-1 program supported by a substantial clinical dataset, a favorable tolerability profile and a defined regulatory path, as well as an emerging oral amylin program. We believe the proposed transaction can provide the resources and public-company platform needed to advance this portfolio and create long-term value for patients and shareholders.”
2
Building a Differentiated Oral Obesity Franchise
Corxel US is advancing a portfolio of oral product candidates designed to address important limitations of current injectable and oral obesity therapies and expand the number of patients who can access effective, convenient, and scalable treatment options.
Its lead product candidate, CX11, is an investigational, once-daily, oral small-molecule GLP-1 RA being developed for obesity, type 2 diabetes, and related cardiometabolic conditions. CX11 has been evaluated across an extensive clinical development program in the United States and Asia and has demonstrated clinically meaningful weight loss and a generally favorable tolerability profile.
In a U.S. Phase 2 obesity trial, CX11 achieved mean body-weight reduction of up to 11.5% at Week 36 under the efficacy estimand. CX11 also demonstrated a generally favorable GI tolerability and safety profile throughout the 36-week double-blind treatment period. Across the CX11 dosing cohorts, rates of nausea ranged from 33% to 34%, vomiting from 12% to 16%, diarrhea from 4% to 12% and constipation from 2% to 12%. The most commonly reported adverse events were GI-related and were generally mild to moderate in severity. No severe cases of nausea, vomiting, diarrhea or constipation were reported. GI adverse events occurred primarily during dose escalation and gradually subsided during the maintenance period. The overall treatment-discontinuation rate due to GI adverse events was 5.0%.
Following an End-of-Phase 2 meeting, Corxel US has aligned with the FDA on key elements of CX11’s regulatory path and Phase 3 trial design and plans to advance CX11 into global Phase 3 development.
An ongoing Phase 1b study evaluating higher doses of CX11 is expected to provide additional clinical data in the first half of 2027 and is intended to explore potential efficacy upside supported by the product candidate’s pharmacokinetic and tolerability profile observed to date.
Corxel US is also developing CX12, an investigational oral small-molecule amylin receptor agonist. Multiple lead candidates are currently under evaluation, with IND-enabling activities ongoing to target an investigational new drug application for CX12 in the first half of 2027.
3
Transaction Overview
The proposed business combination and concurrent PIPE are expected to provide approximately $377 million (prior to the payment of transaction costs and assuming no redemptions by Amanat’s shareholders) in gross proceeds to the combined company. The net proceeds from the proposed transaction are expected to support the company through 2029 and to fund the global Phase 3 development program for CX11 in obesity.
Corxel Pharmaceuticals Limited (“Corxel Group”), the current parent company of Corxel US, is expected to receive equity consideration in the combined company in the form of common stock and pre-funded warrants.
The transaction is specifically limited to Corxel US and the obesity-focused business and assets included in the definitive business combination agreement. Corxel US is currently part of the broader Corxel Group. Other Corxel Group entities and assets held outside Corxel US, including Corxel HK and JX10, Corxel HK’s clinical-stage acute ischemic stroke program, are not included in the transaction and will remain outside the combined public company.
The boards of directors of Corxel US and Amanat have each approved the proposed transaction. The transaction is expected to close in the first half of 2027, subject to customary closing conditions, including, among other things, approval by Amanat’s shareholders, receipt of required approvals from Corxel US and Corxel Group stakeholders, effectiveness of the applicable registration statement, satisfaction of Nasdaq listing requirements and receipt of any required regulatory approvals.
Additional information regarding the proposed transaction, including a copy of the definitive business combination agreement, will be included in a Current Report on Form 8-K to be filed by Amanat with the U.S. Securities and Exchange Commission (“SEC”) and will be available at the SEC’s website at www.sec.gov.
Advisors
Leerink Partners is acting as lead placement agent, and Evercore ISI, Guggenheim Securities, Cantor and LifeSci Capital are acting as placement agents for the PIPE financing. Leerink Partners is acting as capital markets advisor to Amanat.
Cooley LLP is serving as legal counsel to Corxel US and Corxel Group. Goodwin Procter LLP is serving as legal counsel to Amanat. Latham & Watkins LLP is serving as legal counsel to the placement agents.
4
About Corxel US
Corxel US is a clinical-stage biopharmaceutical company focused on developing innovative oral medicines for obesity and related cardiometabolic conditions. Its lead product candidate, CX11, is an investigational, once-daily oral small-molecule GLP-1 receptor agonist that has completed Phase 2 clinical development in the United States and Phase 3 clinical development in Asia, demonstrating clinically meaningful weight loss and a generally favorable tolerability profile. Following an End-of-Phase 2 meeting, Corxel US has aligned with the FDA on key elements of CX11’s regulatory path and Phase 3 trial design. Corxel US is also advancing CX12, an investigational oral small-molecule amylin receptor agonist in preclinical development.
Corxel US is currently part of the Corxel Group. Corxel US and Corxel HK are separate entities within that group. The transaction with Amanat relates only to Corxel US and the obesity-focused business and assets specified in the definitive transaction documents. Corxel HK, JX10 and other assets held outside Corxel US are not part of the transaction.
About Amanat Acquisition Corp
Amanat Acquisition Corp is a blank check company incorporated as a Cayman Islands exempted company for the purpose of completing a merger, amalgamation, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination.
Amanat intends to focus on opportunities in healthcare and healthcare-related industries that can benefit from the experience and capabilities of its management team and board of directors. Amanat is sponsored by Amanat Sponsor Holdings LLC and is led by Sandeep C. Kulkarni, M.D., Chairman of the Board; Pavan Cheruvu, M.D., Director and Chief Executive Officer; and Nicholas Fernandez, Chief Financial Officer. Amanat’s board of directors also includes Brad Middlekauff, Patrick Crutcher and Rakhi Kumar, bringing extensive experience across biotechnology investing, company building, financial leadership, corporate governance, business development, and capital markets.
Important Information About the Proposed Transaction and Where to Find It
The proposed transaction will be submitted to Amanat’s shareholders for consideration. In connection with the proposed transaction, Amanat intends to file with the SEC a registration statement on Form S-4 (the “Registration Statement”), which will include a preliminary proxy statement for the solicitation of proxies from Amanat shareholders with respect to the proposed business combination and other matters to be described in the Registration Statement and a prospectus relating to securities expected to be issued in the proposed transaction.
After the Registration Statement has been filed and declared effective, Amanat expects to mail or otherwise make available to shareholders entitled to vote a definitive proxy statement/prospectus and other relevant materials. This announcement is not a substitute for the Registration Statement, proxy statement/prospectus or any other document that may be filed with the SEC in connection with the proposed transaction.
5
AMANAT SHAREHOLDERS AND OTHER INTERESTED PERSONS SHOULD REVIEW CAREFULLY, WHEN AVAILABLE, THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS, ANY AMENDMENTS OR SUPPLEMENTS, AND OTHER RELEVANT SEC FILINGS BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, BECAUSE THOSE MATERIALS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES.
When available, these documents may be obtained without charge through the SEC’s website at www.sec.gov or by directing a request to Amanat Acquisition Corp, 153 Central Avenue, C/O 56, Westfield, New Jersey 07091.
Participants in the Solicitation
Amanat, Corxel US and certain of their respective directors, executive officers and other members of management and employees may be considered participants in the solicitation of proxies from Amanat shareholders in connection with the proposed transaction.
Information regarding Amanat’s directors and executive officers, including their interests by security holdings or otherwise, is available in Amanat’s SEC filings, which may be obtained without charge through the SEC’s website at www.sec.gov or by directing a request to Amanat Acquisition Corp, 153 Central Avenue, C/O 56, Westfield, New Jersey 07091. Additional information concerning the persons who may be considered participants and a description of their direct and indirect interests in the proposed transaction will be included in the Registration Statement and proxy statement/prospectus when filed. Shareholders, potential investors and other interested persons should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions.
No Offer or Solicitation
This announcement is provided solely for informational purposes and is not, and under no circumstances is to be construed as, a proxy statement, a solicitation of any proxy, consent or authorization, a recommendation concerning any securities or the proposed transaction, a prospectus, an advertisement or a public offering of the securities described herein in the United States or any other jurisdiction. This announcement shall not constitute an offer to sell or exchange, or a solicitation of an offer to buy or exchange, or a recommendation to purchase, any securities, in any jurisdiction, or the solicitation of any vote, consent or approval in any jurisdiction in connection with the proposed business combination or any related transactions, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful.
6
No sale of securities will be made in any jurisdiction where the offer, solicitation or sale would be unlawful before registration or qualification under applicable securities laws. Any offering of securities will be made only through a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or pursuant to an available exemption from registration.
THE SEC AND ANY STATE SECURITIES COMMISSION HAVE NOT APPROVED OR DISAPPROVED THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT, PASSED ON THE MERITS OF THE PROPOSED TRANSACTION OR DETERMINED THAT THIS ANNOUNCEMENT IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
Forward-Looking Statements
This announcement contains forward-looking statements within the meaning of applicable U.S. federal securities laws. Forward-looking statements may be identified by words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “project,” “seek,” “should,” “will,” “would” and similar expressions, although not all forward-looking statements contain these identifying words. These statements include, but are not limited to, statements regarding the proposed business combination and PIPE financing; the anticipated timing, structure, proceeds, ownership, capitalization, management, listing and expected benefits of the proposed transaction; statements regarding estimates and forecasts of other financial and performance metrics and projections of market opportunity; the parties’ ability to complete the transaction and satisfy closing conditions; the anticipated use of proceeds and cash runway; and the development, regulatory, manufacturing and commercialization plans for CX11, CX12 and other product candidates, including the design, timing, enrollment and results of clinical trials and the potential efficacy, safety, tolerability, convenience, scalability and commercial opportunity of those product candidates.
These statements reflect current expectations and assumptions as of the date of this announcement, are provided for illustrative purposes only and are not guarantees or predictions of future performance.
Actual results may differ materially because of numerous risks and uncertainties, many of which are difficult or impossible to predict or are beyond the parties’ control. These risks include, but are not limited to: the possibility that the proposed transaction is delayed, restructured or not completed; failure to obtain shareholder, regulatory or other approvals or to satisfy other closing conditions; the amount of Amanat shareholder redemptions; changes in the amount of cash available to the combined company; failure to satisfy Nasdaq listing requirements; the occurrence of events giving rise to termination rights under the definitive agreement; litigation or other proceedings relating to the transaction; costs and disruption arising from the announcement or completion of the transaction; adverse changes in business, market, economic, political or regulatory conditions; volatility in the combined company’s securities; dilution resulting from the transaction or future financings; the outcome of any legal proceedings that may be instituted against Amanat or Corxel US related to the proposed business combination; the inability of the parties to successfully or timely consummate the proposed business combination and other related transactions, including the risk that any regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the proposed business combination and other related transactions; and the combined company’s ability to realize the anticipated benefits of the transaction and manage growth.
7
Additional risks include uncertainties inherent in drug research and development, clinical trials and regulatory review; delays or difficulties in patient enrollment, manufacturing or supply; clinical results that do not support continued development or approval; the timing and outcome of interactions with regulatory authorities; competition; dependence on third-party manufacturers, clinical research organizations and other service providers; intellectual-property risks; the ability to attract and retain key personnel; and the need for additional financing. This list is not exhaustive.
Further information about risks and uncertainties will be included in the Registration Statement and proxy statement/prospectus for the proposed transaction and in other filings made by Amanat with the SEC, including under the captions addressing risk factors. Readers should not place undue reliance on forward-looking statements, which speak only as of the date made. Except as required by applicable law, Amanat and Corxel US do not undertake to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
Contacts
Corxel US Investor Relations
Ray Lyu
Ray.Lyu@corxelbio.com
Corxel US Media Relations
Madelin Hawtin
Mhawtin@lifescicomms.com
Amanat Acquisition Corp
Nicholas Fernandez
Nfernandez@amanat.bio
8
Exhibit 99.2
Oct 2026 Developing Innovative Cardiometabolic Therapies Globally STRICTLY CONFIDENTIAL
2 Disclaimer (1/2) This presentation (together with oral statements made in connection herewith, this "Presentation") is provided for informational purposes only. This Presentation has been prepared to assist interested parties in making their own evaluation with respect to a potential business combination between Corxel Pharmaceuticals, Inc. ("Corxel" or the "Company") and Amanat Acquisition Corp ("AMAN") (such business combination, the "Proposed Business Combination"), and the related transactions, including a potential investment in the post-closing combined company (the "Proposed PIPE Investment" and, together with the Proposed Business Combination, the "Proposed Transactions"), and for no other purpose. By accepting, reviewing or reading this Presentation, you will be deemed to have agreed to the obligations and restrictions set out below. The proposed terms of the Proposed Transactions reflected in the Presentation are indicative, non-binding, and proposed by Corxel and AMAN. Any and all terms remain subject to further discussion, negotiation, and change. This Presentation shall not constitute an offer to sell, or the solicitation of an offer to buy, or a recommendation to purchase, any securities, in any jurisdiction, or the solicitation of any vote, consent or approval in any jurisdiction in connection with the Proposed Business Combination or any related transactions, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful. This Presentation does not constitute either advice or a recommendation regarding any securities. Neither the U.S. Securities and Exchange Commission (the "SEC") nor any securities commission of any other U.S. or non-U.S. jurisdiction has approved or disapproved of the securities or of the Proposed Business Combination contemplated hereby or determined that this Presentation is truthful or complete. Any representation to the contrary is a criminal offense. Any offering of securities in the Proposed PIPE Investment will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), and will be offered as a private placement to a limited number of institutional "accredited investors" as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act and "Institutional Accounts" as defined in FINRA Rule 4512(c). Accordingly, the securities remain restricted securities unless an exemption from the registration requirements of the Securities Act is available. Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act. The transfer of the securities acquired in the Proposed PIPE Investment may also be subject to conditions set forth in an agreement under which they are to be issued. Investors should be aware that they might be required to bear the financial risk of their investment for an indefinite period of time. Any offer to sell securities will only be made pursuant to a definitive subscription agreement, and Corxel and AMAN reserve the right to withdraw or amend for any reason any offering and to reject any subscription agreement in whole or in part for any reason. This Presentation and the information contained herein constitute confidential information and are provided to you on the condition that you agree that you will hold it in strict confidence and not reproduce, disclose, forward or distribute it in whole or in part without the prior written consent of AMAN and Corxel and are intended for the recipient hereof only. By accepting this Presentation, you acknowledge and agree that all of the information contained herein or disclosed orally in connection with this Presentation is confidential, that you will not distribute, disclose or use such information for any purpose other than for the purpose of your firm's participation in the Proposed PIPE Investment, that you will not distribute, disclose or use such information in any way detrimental to Corxel or AMAN, and that you will return to Corxel and AMAN, delete or destroy this Presentation upon request. No representations or warranties, express or implied, are given in, or in respect of, this Presentation or with respect to the accuracy, completeness or reliability of the information contained in this Presentation. To the fullest extent permitted by law, in no circumstances will AMAN, Corxel, any bank serving as a placement agent in the Proposed PIPE Investment ("Placement Agents") or any of their respective subsidiaries, security holders, affiliates, representatives, partners, directors, officers, employees, advisers, or agents be responsible or liable for any direct, indirect, or consequential loss or loss of profit arising from the use of this Presentation, its contents, its omissions, reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith. Corxel's forward-looking statements related to the success, cost and timing of product candidate development activities, including timing of initiation, completion and data readouts for clinical trials and the potential approval and regulatory filing of its product candidates, and the size and growth potential of the markets for Corxel's product candidates are based upon, but not limited to, third-party research and Corxel's experience in the industry. In addition, this Presentation does not purport to be all-inclusive or to contain all of the information that may be required to make a full analysis of Corxel or the Proposed Transactions. Viewers of this Presentation should each make their own evaluation of Corxel and of the relevance and adequacy of the information and should make such other investigations as they deem necessary. Nothing herein should be construed as legal, financial, tax or other advice. You should consult your own advisers concerning any legal, financial, tax or other considerations concerning the opportunity described herein. The general explanations included in this Presentation cannot address, and are not intended to address, your specific investment objectives, financial situations or financial needs. Nothing contained herein shall be deemed advice or a recommendation to any party to enter into any transaction or take any course of action. You are also reminded that the United States securities laws restrict persons with material non-public information about a company obtained directly or indirectly from Corxel from purchasing or selling securities of such company, or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities on the basis of such information. Participants in the Solicitation In connection with the Proposed Business Combination, AMAN and Corxel intend to prepare and file with the SEC a registration statement containing a preliminary proxy statement of AMAN and a preliminary prospectus with respect to securities to be offered in the Proposed Business Combination. After the registration statement is declared effective, AMAN will mail a definitive proxy statement/prospectus relating to the Proposed Business Combination to its shareholders as of a record date to be established for voting on the Proposed Business Combination. Shareholders and other interested persons are urged to read these documents and any amendments thereto, as well as any other relevant documents filed with the SEC when they become available because they will contain important information about AMAN, Corxel and the Proposed Business Combination. Shareholders will also be able to obtain free copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus and other documents filed with the SEC, once available, without charge, at the SEC's website located at www.sec.gov, or by directing a request to Amanat Acquisition Corp, 153 Central Avenue, C/O 56, Westfield, New Jersey 07090. AMAN, Corxel, and their respective directors and executive officers may be deemed to be participants in the solicitations of proxies from AMAN's shareholders with respect to the Proposed Business Combination and the other matters set forth in the registration statement. Information regarding AMAN's directors and executive officers and a description of their interests in AMAN are contained in AMAN's prospectus dated May 18, 2026, filed with the SEC pursuant to Rule 424(b)(4), in connection with AMAN's initial public offering on the registration statement on Form S-1 (333-295170), which was declared effective by the SEC on May 19, 2026, and is available free of charge at the SEC's website located at www.sec.gov, or by directing a request to Amanat Acquisition Corp, 153 Central Avenue, C/O 56, Westfield, New Jersey 07090. Additional information regarding the interests of such participants in the proxy solicitation and a description of their direct and indirect interests will be contained in the proxy statement/prospectus relating to the Proposed Business Combination when it becomes available. This Presentation is not a substitute for the registration statement or for any other document that AMAN and Corxel may file with the SEC in connection with the Proposed Business Combination. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain free copies of other documents filed with the SEC by AMAN, without charge, at the SEC's website located at www.sec.gov.
3 Disclaimer (2/2) Forward-Looking Statements Certain statements included in this Presentation that are not historical facts are forward-looking statements. Forward-looking statements generally are accompanied by words such as "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "should," "would," "plan," "predict," "potential," "seem," "seek," "future," "outlook" and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of other financial and performance metrics and projections of market opportunity; expectations and timing related to the success, cost and timing of product development activities, including the initiation, timing, progress and results of Corxel's clinical trials for CX11 and CX12, including their respective development plans and strategies; the initiation, timing, progress and results of preclinical studies and clinical trials for any future product candidates, including their respective product development plans and strategies; the timing, scope and costs involved in obtaining and maintaining regulatory approval for CX11, CX12 and any future product candidates that Corxel may identify or develop; expectations regarding future events under collaboration and licensing agreements, including potential future payments, as well as Corxel's plans and strategies for entering into further collaboration and licensing agreements; expectations regarding any strategic transactions Corxel may enter into for its clinical programs; the potential benefits and market opportunity for Corxel's product candidates; expectations regarding the size, scope and design of clinical trials; Corxel's manufacturing, commercialization and marketing plans and strategies; Corxel's plans to hire additional personnel and Corxel's ability to attract and retain such personnel; Corxel's estimates of the number of patients who suffer from the diseases it is targeting and potential growth in Corxel's target markets; Corxel's expectations regarding the approval and use of its product candidates; Corxel's competitive position and the development and impact of competing therapies that are or may become available; the size and growth potential of the markets for Corxel's product candidates; Corxel's ability to discover and develop additional product candidates and to advance such product candidates into, and successfully complete, clinical trials; financing and other business milestones; potential benefits of the Proposed Transactions; and expectations relating to the Proposed Transactions, including the use of proceeds of the Proposed PIPE Investment and Corxel's expected cash runway. These statements are based on various assumptions, whether or not identified in this Presentation, and on the current expectations of Corxel's and AMAN's management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by an investor as, a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and may differ from assumptions. Many actual events and circumstances are beyond the control of Corxel and AMAN. These forward-looking statements are subject to a number of risks and uncertainties, including, but not limited to, changes in domestic and foreign business, market, financial, political, and legal conditions; the inability of the parties to successfully or timely enter into definitive agreements with respect to the Proposed Transactions or consummate the Proposed Transactions, including the risk that any regulatory approvals (including in the United States, China and other applicable jurisdictions) are not obtained, are delayed or are subject to unanticipated conditions (such as any SEC statements or enforcements or other actions relating to SPACs) that could adversely affect the combined company or the expected benefits of the Proposed Transactions, or the risk that the approval of the stockholders of AMAN or Corxel is not obtained; failure to realize the anticipated benefits of the Proposed Transactions; matters discovered by AMAN or Corxel as they complete their respective due diligence investigations of each other; risks related to the approval and regulatory filing of Corxel's product candidates, including CX11 and CX12, and the timing of expected regulatory and business milestones; ability to negotiate definitive contractual arrangements with potential customers and partners; the impact of competitive products and programs; ability to obtain sufficient supply of materials; ability to obtain additional financing; ability to attract and retain qualified personnel; global economic and political conditions; legal and regulatory changes; the outcome of any legal proceedings that may be instituted against AMAN or Corxel related to the Proposed Business Combination; the effects of competition on Corxel's future business; the amount of redemption requests made by AMAN's public shareholders; and those factors discussed in documents AMAN has filed or will file with the SEC, together with the risks described in the document entitled "Risk Factors" that has been made available to interested parties concurrent with this Presentation and also set forth in the sections entitled "Risk Factors" and "Cautionary Note Regarding Forward-Looking Statements" in AMAN's prospectus dated May 18, 2026 relating to its initial public offering, and in those documents that AMAN has filed, or will file, with the SEC. Additional risks are described in the document entitled "Risk Factors" that has been made available to interested parties concurrent with this Presentation. If any of these risks materialize or AMAN's or Corxel's assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither AMAN nor Corxel presently knows or that AMAN and Corxel currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect AMAN's and Corxel's expectations, plans, or forecasts of future events and views as of the date of this Presentation and are qualified in their entirety by reference to the cautionary statements herein. AMAN and Corxel anticipate that subsequent events and developments will cause AMAN's and Corxel's assessments to change. These forward-looking statements should not be relied upon as representing AMAN's and Corxel's assessments as of any date subsequent to the date of this Presentation. Accordingly, undue reliance should not be placed upon the forward-looking statements. Neither AMAN nor Corxel nor any of their respective affiliates undertakes any obligation to update these forward-looking statements, except as required by law. Images This Presentation includes images and diagrams of biological mechanisms, cellular reactions, and physiological processes related to cardiometabolic disease and Corxel's product candidates. All such images and diagrams are for illustrative purposes only. Such images and diagrams should not be relied upon or construed by investors as an indication or assurance that such biological reactions or therapeutic outcomes have already taken place or will take place in the future. Market Data and Other Information This Presentation discusses market trends that Corxel's leadership team believes will impact the development and success of Corxel based on its understanding of the market. The information contained herein is being presented by AMAN and Corxel and has not been prepared or independently verified by the Placement Agents. Certain information contained in this Presentation relates to or is based on third-party studies, publications, surveys and AMAN and Corxel's own internal estimates and research, which are derived from the respective views of internal sources as well as independent sources. Neither Corxel nor AMAN has independently verified the data obtained from third-party sources or can assure you of the reasonableness of any assumptions used by these sources or the data's accuracy or completeness. In addition, all of the market data included in this Presentation involves a number of assumptions and limitations, and there can be no guarantee as to the accuracy or reliability of such assumptions. Finally, while AMAN and Corxel believe their internal research is reliable and have included it in good faith, such research has not been verified by any independent source and AMAN and Corxel neither guarantee nor make any representation or warranty, express or implied, as to its accuracy or completeness. This Presentation contains preliminary information only, is subject to change at any time and is not, and should not be assumed to be, complete or to constitute all the information necessary to adequately make an informed decision regarding your engagement with AMAN and Corxel. Neither AMAN nor Corxel assumes any obligation whatsoever to update the information in this Presentation. Trademarks This Presentation contains trademarks, service marks, trade names, and copyrights that are the property of AMAN, Corxel, and other companies. The use or display of third parties' trademarks, service marks, trade names or products in this Presentation is not intended to imply, and does not imply, a relationship with AMAN or Corxel, an endorsement or sponsorship by or of AMAN or Corxel or a guarantee that AMAN or Corxel will work or will continue to work with such third parties. Solely for convenience, the trademarks, service marks and trade names referred to in this Presentation may appear with the TM, SM, ® or © symbols, but such references are not intended to indicate, in any way, that AMAN or Corxel will not assert, to the fullest extent permitted under applicable law, their rights or the right of the applicable licensor to these trademarks, service marks and trade names.
Proven Team with Strong Global Pharma and Biotech Experience 4 Kevin Xie, PhD CFO • Former CFO at Gracell; • Former President of Healthcare Holdings at Fosun Group; • Former PM at Scopia Capital and Great Point Bo Liang, MD, PhD CMO • Former SVP of Clinical Development -Metabolic Therapy at Hengrui; • Former Senior Director and acting VP at Novo Nordisk A/S Leadership Team's Previous Company Experiences Include: Eddy Liu, PhD SVP, Head of Regulatory Affairs • Former VP and Head of Regulatory Affairs at Miltenyi Biomedicine • Multiple senior regulatory roles at Idorsia, LEO Pharma, and Novartis/Sandoz Roman Cailleteau, MD VP, Head of Clinical Development • Former Senior Director, Medical & Translational Science at Novo Nordisk A/S Susan Arnold , PhD VP, Program Head • Former SVP of Technical Operations at PhaseBio Pharmaceuticals
Advancing Leading Potential Treatments for Cardiometabolic Conditions 5 Diverse pipeline of late-stage clinical and preclinical programs with differentiated profiles for validated therapeutic targets designed to create potential best-in-class treatments for cardiometabolic conditions Lead product candidate – CX11 – oral small molecule GLP-1 candidate for obesity and T2D supported by favorable Phase 2 data in United States and Phase 3 data in China(1) In-house developed candidate - CX12 – oral small molecule amylin receptor agonist; IND-enabling studies ongoing with IND submission targeted in 1H 2027 T2D: type-2 diabetes 1. Phase 2 trial in the United States has been completed by Corxel (NCT07011797). Phase 3 trial in China has been completed by Vincentage (NCT06939296). Backed by Strong Private Round Investors
Global Assets with Near-Term Clinical Data in Obesity and T2DM OBESITY / OVERWEIGHT, T2DM CX11 (1) Oral small molecule GLP-1 RA Global ex-China Ph3 initiation 1H '27 CX12 Oral small molecule amylin RA Global IND submission planned 1H '27 Undisclosed Global RESEARCH PHASE 1 PHASE 2 PHASE 3 CORXEL RIGHTS NEXT ANTICIPATED MILESTONE PRE-CLINICAL 6 Obesity w/o T2DM T2DM IND enabling Additional small molecule programs Ph2 T2DM topline expected 1H '27 RA: receptor agonists; T2DM: type-2 diabetes mellitus 1. Vincentage is developing CX11 under the program name VCT220 in China. Vincentage has reported positive topline results of the Phase 3 registrational trial in China in May 2026, and announced submission of a New Drug Application (NDA) for VCT220 for weight management to China's National Medical Products Administration (NMPA) in July 2026 Obesity high dose P1b study P1b high dose topline 1H '27
CX11 Transforming the Oral GLP-1 RA Landscape
2025 2034 Obesity Treatment is Trending to Oral Solutions — and Still Wide Open >$70 bn $160-170 bn3 worldwide sales Semaglutide $36.1 Bn1 Tirzepatide $36.5 Bn2 +$100 Bn Category remains underpenetrated with need for treatments to combine efficacy, tolerability, and scalability 1. Novo Nordisk 2025 financial report. Exchange rate applied as of Feb 4, 2026 since Novo Nordisk reported earning in Danish kroners. 2. Eli Lilly 2025 financial report 3. Visible Alpha Consensus estimates as of May 2025 4. IQVIA TRx 5. Reuters 6. KOL interviews 8 GLP1 Market's Unprecedented Growth Oral GLP-1 Are Seeing Increased Demand • Oral Wegovy launch has seen extraordinary demand4 • Oral pills are projected to capture over 1/3 of GLP-1 obesity market5 • Oral GLP-1s are more likely to be preferred by primary care providers rather than endocrinologist specialists6 Opportunity remains for next-generation products that could offer more refined efficacy–tolerability–convenience balance: Excellent Clinical Effectiveness Improved Tolerability & Treatment Persistence Simplified Manufacturing & Production Scalability Easy to Combine with Other Therapeutic Approaches
CX11: A Potential "Best-in-Class" Oral Small Molecule GLP-1 RA Differentiated product candidate, ready for Ph3 initiation in Q1 20271 1. Target timeline estimated based on planned EOP2 interaction with FDA and subject to feedback from regulatory authorities 2. No head-to-head clinical trials have been conducted. Differences exist between trial designs and subject characteristics, and strong caution should be exercised when comparing data across unrelated studies. 3. Efficacy result from U.S. Ph2 (efficacy estimand) at Week 36: 10.3% - 11.5% weight loss across 160mg, 200mg Slow and 200mg Fast cohorts 4. Efficacy result from China Ph3 (efficacy estimand) at Week 52: 12.2%-12.4% weight loss across 120mg and 160mg cohorts. Mean BMI dropped below 28.0kg/m2 at week 52 5. Source: Wharton 2025 NEJM Orforglipron data 6. Compound patent granted in US, EU, JP, etc. Generally favorable safety profile and GI-tolerability Efficacy data benchmarked against Foundayo CX11 patient exposure exceeded 1,500 individuals across all studies completed by Sep 2026 Path to launch in 2030-31, and unlock 10+ yrs of exclusivity in major markets6 • On track to initiate global Ph3 trials in Q1'27 • Short dose titration period expected to help accelerate the trials to support NDA submissions by 20291 • IP exclusivity through 2041 via COM6 and 2044 via polymorph patent Established manufacturing with low COGS & flexibility-for-combination • Attributing to the simple API synthesis & manufacturing process, est. COGS at maintenance dose is on par with Foundayo • Global supply chain is already established and ready to support Ph3 & registrations 9 1 2 1 2 3 Least Squares Mean Change (%) CX11 CX11 Foundayo -11.5% (36 weeks)3 -12.4% (52 weeks)4 -12.4% (72 weeks)5 11% 4% 2% 4% 34% 12% 10% 8% 33% 14% 6% 10% 34% 16% 12% 2% Nausea Vomiting Diarrhea Constipation Placebo 160mg 200mg Slow 200mg Fast • U.S. Ph2 showed a 5% discontinuation rate due to GI-AEs. No hepatic safety signal observed to date • Markedly lower vomiting incident rate observed across dose cohorts in U.S. Ph2 vs. oral GLP-1 RAs2 1 2
10 CX11 Offers Potential for Manufacturing Scalability With Low COGS and Combination Use CX11 API Manufacturing: • 10 linear steps, utilizing 6 commercially available and cost-efficient building blocks, with overall high yield • Scalable due to purification method based on crystallization • Limited CAPEX on manufacturing as suitable manufacturing setup is ready with a large number of CDMOs CX11 Drug Product: • Tablet manufactured by dry granulation process with high drug loading • Does not require complex processes like amorphous solid dispersion (ASD) or sterile fill & finish • Providing flexibility to potentially combine with other oral small molecule drugs • Only 1 chiral center • Dry granulation formulation CX11 Lowest-in-class COGS • Manufacturing cost on par with FoundayoTM • Potentially lowest-in-class COGS among oral GLP-1 RAs in development Simple, scalable chemistry • CX11 has a simple chemical process for manufacturing • Simple, optimized and established manufacturing ready for registration trial Combination-ready • Potential easiness and flexibility for combination use1 1. CX11 has not yet been evaluated in combination with other approved or investigational products
CX11 U.S. Phase 2 Obesity Trial Design • Aligned patient baseline with comparable U.S. trials (higher BMI and higher % of females) • Average baseline body weight: 98.2 kg • Average baseline BMI: 35.8 kg/m2 • Female participants: 67.9 % Obesity Patients Screening Randomization N=250, 1:1:1:1:1 Safety follow up (2 weeks) Placebo QD - N=50 CX11 QD - N=200 Cohort 1 120 mg N=50 Cohort 2 160 mg N=50 Cohort 3 200 mg fast N=50 Cohort 4 200 mg slow N=50 20mg 40mg 80mg 120mg 20mg 40mg 80mg 120mg 160mg 20mg 40mg 80mg 120mg 160mg 200mg 40mg 80mg 120mg 160mg 200mg End of Treatment at w36 w0 w2 w4 w8 w6 w10 w26 w12 w16 w36 Dosing continued Dosing continued BMI ≥30 kg/m2 or 30 kg/m2 > BMI ≥27 kg/m2 with at least 1 weight-related comorbidity Increased dose levels (200 mg cohort) with slower titration (2 or 4 weeks) to further enhance weight loss and tolerability profile BMI, body mass index; QD, once daily 11
12 CX11 US Ph2 Baseline Characteristics CX11 US Ph2 Orfor Ph3 (ATTAIN-1) 2025 Wharton Aleni Ph2b (ACCESS) Aleni Ph2b (ACCESS II) Dose Cohort 120 mg 160 mg 200 mg slow 200 mg fast Placebo 12 mg 36 mg Placebo 45 mg 90 mg 120 mg Placebo 120- 240 mg Placebo Sample Size N=51 N=50 N=49 N=50 N=46 N=725 N=730 N=949 N=45 N=65 N=63 N=56 N=61 N=12 Body Weight (mean, kg) 97.7 100.1 96.8 96.8 99.8 102.2 103.1 103.9 115.6 117.9 113.1 112.3 116.2 104.3 BMI (mean, kg/m2) 35.7 36.0 35.7 35.4 36.3 36.7 36.9 37.1 39.7 39.8 39.0 39.4 39.9 36.8 Female % 69% 68% 67% 68% 67% 64% 64% 64% 56% 54% 55% 54% 62.3% 66.7% Source: Wharton 2023, 2025 NEJM Orforglipron data, GPCR ACCESS presentation For illustrative purposes only, and not a head-to-head trial. You should not place undue reliance on this comparison as actual results may materially differ. Differences exist between trial designs and subject characteristics, and strong caution should be exercised when comparing data across unrelated studies.
1. Analysis include all randomized subjects, excluding subjects with early treatment discontinuation (EOT), protocol deviations affecting efficacy, major non-compliance (e.g., consecutive IP interruption ≥2 weeks or IP compliance rate <95%). 13 CX11 Observed to Deliver Weight Loss Effects Across all Doses in US Ph2 Trial Least Squares Mean Change (%) -3.1 -9.3 -11.5 -10.9 -10.3 -16 -14 -12 -10 -8 -6 -4 -2 0 W0 W2 W4 W6 W8 W10 W12 W14 W16 W18 W20 W22 W24 W26 W28 W30 W32 W34 W36 pbo 120 mg 160 mg 200 mg slow 200 mg fast Weight-Loss (%) Over Time (efficacy estimand1) 1 Durable effects Weight loss continued through W36 with no plateau observed China Ph3 data showed further weight loss benefit from W34 to W52 US efficacy data aligned with China Ph3 results US Ph2 data further supported CX11's clinical meaningful weight-loss effects, consistent with China Ph3 data 2
14 CX11 Observed to Deliver Weight Loss Effects Across all Doses in US Ph2 and China Ph3 Trials CX11 U.S. Ph2 VCT220 (CX11) China Ph3 Orforglipron ATTAIN-1 Dose 120 mg 160 mg 200 mg Slow 200 mg Fast 120 mg 160 mg 6 mg 12 mg 36 mg Dosing duration 36 Weeks 52 Weeks 72 Weeks Sample Size (N) 51 50 49 50 280 280 723 725 730 Weight Loss1 % -9.3% -11.5% -10.9% -10.3% -12.2% -12.4% -7.8% -9.3% -12.4% Competitive Efficacy Data CX11 achieved ~11.5% WL at W36 in U.S. Ph2, and 12.4% WL at W52 in China Ph3, competitive with leading oral GLP-1 benchmark Durability U.S. Ph2 showed weight loss remained on a downward trajectory at W36, while China Ph3 provided a 52-week efficacy anchor Source: Wharton 2025 NEJM Orforglipron data For illustrative purposes only, and not a head-to-head trial. You should not place undue reliance on this comparison as actual results may materially differ. Differences exist between trial designs and subject characteristics, and strong caution should be exercised when comparing data across unrelated studies. 1. All in efficacy estimand
15 CX11 Has Continued to Demonstrate Generally Favorable Safety & Tolerability Data CX11 120 mg (N=51) CX11 160 mg (N=50) CX11 200 mg Slow (N=49) CX11 200 mg Fast (N=50) All CX11 (N=200) Placebo (N=46) Any TEAE leading to treatment discontinuation 5 (9.8%) 4 (8.0%) 4 (8.2%) 3 (6.0%) 16 (8.0%) 2 (4.3%) Any GI TEAE leading to treatment discontinuation 5 (9.8%) 3 (6.0%) 2 (4.1%) 0 10 (5.0%) 1 (2.2%) Summary of AE leading to Treatment Discontinuation GI AE Profile 11% 4% 2% 4% 33% 12% 4% 12% 34% 12% 10% 8% 33% 14% 6% 10% 34% 16% 12% 2% Nausea Vomiting Diarrhea Constipation Placebo 120mg 160mg 200mg Slow 200mg Fast Generally Favorable GI AE profile COMMERCIAL IMPLICATION Chronic obesity therapy success depends not only on efficacy, but on tolerability leading to treatment persistency. A favorable GI AE profile is a meaningful driver of real-world adherence2 Low Treatment Discontinuation No hepatic safety signals to-date • Lower incidence rates, especially vomiting vs oral GLP-1 class • All GI AEs were mild or moderate • GI events peaked during titration, then diminished during maintenance period • Low treatment discontinuation due to GI AEs • GI-related discontinuation rate appeared not to correlate to dose increases • LFT profile consistent with approved GLP-1 RAs1 and manageable • No Hy's Law cases to-date 1. No head-to-head clinical trials have been conducted. Differences exist between trial designs and subject characteristics, and strong caution should be exercised when comparing data across unrelated studies. 2. JAMA Netw Open. 2025 Jan 31;8(1):e2457349. doi: 10.1001/jamanetworkopen.2024.57349
GI AE Incidence Rate Over 36 Weeks 16
ALT: Alanine Transaminase; AST, aspartate aminotransferase; LFT: liver functional test; TBIL, total bilirubin; ULN, upper limit of normal Source: Wharton 2025 NEJM Orforglipron data For illustrative purposes only, and not a head-to-head trial. You should not place undue reliance on this comparison as actual results may materially differ. Differences exist between trial designs and subject characteristics, and strong caution should be exercised when comparing data across unrelated studies. 17 LFT Excursions Have Been Similar to Those Observed in Orforglipron ATTAIN-1 CX11 U.S. Ph2 W36 Orforglipron ATTAIN-1 CX11 120 mg (N=51) CX11 160 mg (N=50) CX11 200 mg Slow (N=49) CX11 200 mg Fast (N=50) CX11 200 mg Total (N=99) All CX11 (N=200) Placebo (N=46) All Orforglipron (N=2139) All Placebo (N=929) ALT > 3x ULN 1 (2.0%) 2 (4.0%) 0 4 (8.0%) 4 (4.0%) 7 (3.5%) 0 2.5% 2.3% > 5x ULN 0 0 0 1 (2.0%) 1 (1.0%) 1 (0.5%) 0 0.9% 0.9% >10x ULN 0 0 0 0 0 0 0 0.3% 0.1% AST > 3x ULN* 1 (2.0%) 1 (2.0%) 1 (2.0%) 0 1 (1.0%) 3 (1.5%) 1 (2.2%) 1.0% 1.0% > 5x ULN# 0 0 0 0 0 0 0 0.4% 0.3% >10x ULN 0 0 0 0 0 0 0 0.1% 0 TBIL > 2x ULN 0 0 1 (2.0%) 0 1 (1.0%) 1 (0.5%) 0 N/A N/A Hy's law 0 0 0 0 0 0 0 0.1% 0
Liver Safety Profile from Over 1,500 Patients and DILIsym No clinically relevant hepatotoxicity signals were predicted for CX11 monotherapy for any of the up-titration dosing regimens In MASLD/MASH patients, DILIsym simulations did not indicate clinically meaningful hepatotoxicity for CX11 monotherapy 18 No Liver Safety Signal Identified In Clinical Data to-date A meaningful reduction in ALT and AST levels was observed among the enrolled patients Total of >1,500 subjects dosed with CX11 in the completed and ongoing studies have showed no hepatic safety signal as of Sep 30, 2026 No Clinically Relevant Hepatotoxicity Up to 300 MG by DILIsym ALT: Alanine Transaminase; AST, aspartate aminotransferase; LFT: liver function tests; MASLD/MASH: metabolic dysfunction-associated steatotic liver disease
19 CX11 US Ph2 Results Reinforce a Differentiated Drug Profile Competitive orfor-like efficacy data observed • Up to ~11.5% weight loss at Week 36 among US obesity patients1 • Weight loss remained on a downward trajectory at Week 36, without plateau • Efficacy data consistent with the China Ph3 data Rich datasets to support initiation of global Phase 3 trial • U.S. Phase 2 data anchors our global Phase 3 strategy, complemented by extensive independent China Phase 2 and Phase 3 datasets • We believe that the current data package supports continued advancement of the global development • Phase 3 planning by our US and Europe teams incorporates operational learnings from U.S. Phase 2 Favorable GI tolerability and favorable safety profile • All treatment related GI AEs have been mild to moderate, most occurred during titration • Markedly lower vomiting incident rate vs. oral GLP-1 class1 • Only 5% discontinuation due to GI AEs across all CX11-cohorts • No hepatic safety signal observed to-date 1. No head-to-head clinical trials have been conducted. Differences exist between trial designs and subject characteristics, and strong caution should be exercised when comparing data across unrelated studies.
CX11 (VCT220) China Phase 3 Obesity Trial Design • VCT220 China Phase 3 Obesity Trial1 Design Obesity Patients Screening Randomization N=840, 1:1:1 Safety follow up (4 weeks) Placebo QD - N=280 VCT220 QD - N=560 Cohort 1 120 mg N=280 Cohort 2 160 mg N=280 20mg 40mg 80mg 120mg 20mg 40mg 80mg 120mg 160mg End of Treatment at w52 w0 w2 w4 w8 w6 w10 w26 w12 w16 w52 Dosing continued Dosing continued BMI ≥28 kg/m2 or 28 kg/m2 > BMI ≥24 kg/m2 with at least 1 weight-related comorbidity BMI, body mass index; QD, once daily 1. Trial was conducted by Vincentage and clinical data shown has been provided by Vincentage. 20
Enrolled a Much Lower BMI Population vs Comparable Oral GLP-1 RA trials VCT220 (CX11) China Ph3 Orfor Ph3 (ATTAIN-1)1 Oral Sema Ph3 (OASIS-4)2 Aleni Ph2b (ACCESS II)3 Dose Cohort 120 mg 160 mg Placebo 12 mg 36 mg Placebo 25mg Placebo 120-240mg Placebo Sample Size N=280 N=280 N=278 N=725 N=730 N=949 N=205 N=102 N=61 N=12 Body Weight (kg) 89.3 89.1 90.6 102.2 103.1 103.9 106.4 104.8 116.2 104.3 BMI (kg/m2) 31.7 31.7 31.9 36.7 36.9 37.1 37.5 37.8 39.9 36.8 Female % 49% 49% 49% 64% 64% 64% 76% 85% 62% 67% Much Lower BMI BMI: body mass index; RA: receptor agonist For illustrative purposes only, and not a head-to-head trial. You should not place undue reliance on this comparison as actual results may materially differ. Source: 1. N Engl J Med . 2025 Nov 6;393(18):1796-1806; 2. N Engl J Med . 2025 Sep 18;393(11):1077-1087; 3. Structure Therapeutics Company Presentation Mar.16th, 2026 21
83.8 63.2 31.6 13.2 82.1 61.9 36.3 16.1 22.1 8.7 1.7 0.4 0 20 40 60 80 100 >= 5% >= 10% >= 15% >= 20% 120 mg 160 mg Placebo China Phase 3 Trial Demonstrated Significant Weight Loss -16 -14 -12 -10 -8 -6 -4 -2 0 Least Squares Mean Change (%) 120 mg Placebo -12.2% -12.4% -1.3% (-13.1 to -11.2) (-13.3 to -11.4) (-2.2 to -0.3) ≥5% ≥15% ≥10% ≥20% Percentage of Participants (%) In both cohorts, mean BMI dropped below 28kg/m2 from 31.7kg/m2 baseline 160 mg Both 120 mg and 160 mg CX11 delivered >12% weight loss at 52 weeks 1. Using efficacy estimand 2. Data as of May 2026 22 Week 52 weight loss1 (%) Weight loss responder rate1 (%) at Week 52 P<0.001 P<0.001 P<0.001 P<0.001 P<0.001 P<0.001 P<0.001 P<0.001
Low Discontinuation Rate, No Severe Nausea and Vomiting Cases N (%) VCT220 (CX11) 120 mg N=280 (%) VCT220 (CX11) 160 mg N=280 (%) Placebo N=278 (%) Any TRAE leading to treatment discontinuation 5 (1.8) 5 (1.8) 1 (0.4) GI AE leading to treatment discontinuation 2 (0.7) 4 (1.4) 0 Nausea 114 (40.7) 128 (45.7) 17 (6.1) Vomiting 89 (31.8) 106 (37.9) 9 (3.2) Diarrhea 60 (21.4) 75 (26.8) 32 (11.5) Constipation 5 (1.8) 6 (2.1) 10 (3.6) GI AE predominately occurred during titration: all nausea & vomiting cases were either Grade 1 (>90%) or Grade 2 (<10%) Low constipation rate indicates less anti-emetic usage No heart- or liver- related AEs that led to treatment discontinuation 1 2 3 Maintenance Doses Achieved at ≤8 weeks of Titration 23 TRAE: treatment-related adverse event; GI AE: gastrointestinal adverse events Data as of May 2026
GI-AEs were Mostly Mild or Moderate, and Resolved After Reaching Maintenance 0 5 10 15 20 25 30 35 40 Week 0 W4 W8 W12 W16 W20 W24 W28 W32 W36 W40 W44 W48 W52 W56 Nausea - 160mg Vomiting - 160mg Nausea - 120mg Vomiting - 120mg Subject with event(s) % VCT220 (CX11) Phase 3 GI AE prevalence over time reach 120mg reach 160mg Nausea Vomiting N=280, for each study cohort 120mg 160mg 120mg 160mg Cumulative GI-AE Prevalence (w56) by Severity 2 Grade 1 38.2% 40.7% 27.9% 34.3% Grade 2 2.5% 5.0% 3.9% 3.6% Grade 3 - - - - GI AE: gastrointestinal adverse events 1. Other GI AEs reported mainly include bloating and reflux, all of which are grade 1-2 among the treatment cohorts 2. Severity grade by Common Terminology Criteria for Adverse Events (CTCAE) version 5.0, all cumulative events recorded 3. Data as of May 2026 24
No Hepatic Safety Signal Identified in China Ph3 36.3 34.3 36.1 24.7 22.9 33.9 0 10 20 30 40 50 120 mg 160 mg PBO ALT (U/L) W0 W52 24.5 24.3 24.4 21.9 20.2 24.8 0 10 20 30 40 50 120 mg 160 mg PBO AST (U/L) W0 W52 ALT Change Over Time in CX11 China Ph3 AST Change Over Time in CX11 China Ph3 120 mg (N=280 ) 160 mg (N=280) All Placebo (N=278) 6 – 36 mg (N=2139) All Placebo (N=929) ALT ≥3x ULN 5 (1.8%) 3 (1.1%) 9 (3.2%) 2.5% 2.3% ≥5x ULN 1 (0.4%) 0 3 (1.1%) 0.9% 0.9% ≥10x ULN 0 0 0 0.3% 0.1% TBIL Hy's law 0 0 0 0.1% 0 VCT220 (CX11) China Ph3 52 weeks Orforglipron Ph3 ATTAIN-1 72 weeks CX11 demonstrated generally favorable hepatic safety profile through 52 weeks of treatment in both dose groups, with liver enzyme levels showing a downward trend over time and no drug-induced liver injury observed. ALT: Alanine Transaminase; ULN: upper limit of normal; TBIL: total bilirubin; AST: aspartate aminotransferase Source: Wharton 2025 NEJM Orforglipron data. For illustrative purposes only, and not a head-to-head trial. Differences exist between trial designs and subject characteristics, and strong caution should be exercised when comparing data across unrelated studies. Data as of May 2026 25
CX12: Oral amylin program
27 CX12 (CXL1125) - an in-house developed small molecule amylin RA Differentiated in vitro potency, robust in vivo results compared with eloralintide Eloralintide1 CXL1125 hAMY1R 0.109 0.033 hAMY3R 0.281 0.118 hCTR 1.899 0.201 EC50 in cAMP assay (nM) 2 3 4 5 6 7 8 9 10 11 12 13 14 16 17 18 19 20 21 22 23 24 25 26 27 28 -15 -10 -5 0 Day post dosing Body weight change (%) 1 Vehicle, PO, QD, n=7 Eloralintide, 30 nmol/kg, SC, QD, n=7 CXL1125, 5 mg/kg, PO, QD, n=7 CXL1125, 15mg/kg(Day1-15) + 30mg/kg(Day16-29), PO, QD, n=7 15 -0.9% -10.6% -13.0% -10.7% • 5mg/kg CXL1125 showed comparable BW reduction (~11%) to injectable eloralintide • 15/30 mg/kg CXL1125 showed increased results (13.0%) compared to 5 mg/kg, without negative safety signals CXL1125 dose increased from 15 mg/kg to 30 mg/kg on Day 15 -14 -12 -10 -8 -6 -20 0 20 40 60 80 100 120 Log concentration, M hAMY1R % cAMP activation Eloralintide CXL1125 Comparable weight loss as eloralintide in DIO rats Superior in vitro functional activity of CXL1125 DIO: diet-induced obesity; BW: body weight; SC: subcutaneous; PO: oral; QD: once daily 1. H2H measurement
28 Favorable PK demonstrated potential for oral QD dosing IND enabling studies ongoing, targeting IND H1 2027 0 4 8 12 16 20 24 0.1 1 10 100 1000 10000 CXL1125 plasma concentration-time profiles after single administration in rat (n=3) Time (hr) Plasma concentration (ng/mL) CXL1125, 1 mg/kg, i.v CXL1125, 6 mg/kg, p.o PK parameters CXL1125, 1 mpk, IV CL (mL/min/kg) 17.0 Vss (L/kg) 2.0 T1/2 (hr) 2.0 AUClast (hr*ng/mL) 960 AUCINF (hr*ng/mL) 1005 PK parameters CXL1125, 6 mpk, PO Tmax (hr) 2.0 Cmax (ng/mL) 188 T1/2 (hr) 12.1 AUClast (hr*ng/mL) 2297 AUCINF (hr*ng/mL) 3102 CX12 (CXL1125) demonstrated favorable PK supporting potential QD dosing IV PO CL: clearance; IV: intravenous; PO: oral; Vss: volume distribution at steady state
Transaction Overview
33.4% 12.8% 50.1% 3.7% Corxel Rollover Equity SPAC Shareholder Equity PIPE Investor Equity Sponsor Equity Transaction Overview Pro Forma Valuation & Ownership (In Millions, Except per Share Values) Transaction Overview Illustrative Pro Forma Valuation • Amanat Acquisition Corp to combine with Corxel Pharmaceuticals, Inc. at an implied $200 million pre-money equity value ("PubCo") • $75 million in trust • Targeting a $300 million PIPE • Placement Agents: Leerink Partners, Evercore, Guggenheim Securities, LifeSci Capital Components of Pro Forma Equity Value Pro Forma Cash Summary Pro Forma As-Converted Ownership (Assuming No Redemptions)(7) (1) (3) (4) (2) (5) (6) (1) 1. Pre-money equity value; unvested and unallocated option/RSU/PSU pool and potential equity milestones to be paid to Vincentage in 1H 2027 upon phase 3 trial initiations will not be included in determining the number of fully diluted shares. Corxel Pharmaceuticals Limited ("Corxel Cayman") expects to receive its merger consideration in the form of PubCo common stock, representing 9.99% of PubCo's outstanding common stock immediately following the closing of the Proposed Business Combination, with the remainder of the merger consideration in the form of pre-funded warrants to purchase PubCo common stock ("PFWs"). Corxel Cayman intends to distribute such PubCo securities received as merger consideration to its shareholders at some point following the closing of the Proposed Business Combination or retain for a period of time. 2. Assumed close during the first half of 2027. 3. Includes 1.875 million founder shares and 300,000 private placement shares purchased concurrently with the AMAN IPO at $10.00 per share. 4. Reflects $75 million held in the AMAN Trust Account as of 08/07/26 and assuming no redemptions at closing. The actual amount of cash in the AMAN Trust Account is subject to change depending on actual interest earned. 5. Includes $75 million held in the AMAN Trust Account and ~$1.7 million of interest earned as of 08/07/26 6. Share price is illustrative. To equal the estimated SPAC redemption price at closing, which is dependent upon actual interest earned in the trust account by deal close. 7. Calculated on a fully diluted basis. Equity figures include ~4.3 million shares and PFWs to purchase ~15.3 million shares corresponding to Corxel rollover equity, 7.5 million AMAN public shares, 2.175 million shares held by the Sponsor prior to the merger close, and ~29.4 million shares issued in the concurrent PIPE. Corxel Rollover Equity $200 AMAN Sponsor Equity 22 AMAN Public Shareholder Equity 77 PIPE Purchaser Equity 300 Total Equity Value $599
Appendix
32 a – FDA's PBPK model review optimized the effective fm,CYP3A to 79% to reproduce the observed clinical DDI b – CX11 CYP contributions are percentage of hepatic CYP-mediated metabolism; CYP3A4's contribution could be overestimated if non-CYP hepatic pathways (e.g., glucuronidation) also contribute to total clearance. The clinical strong CYP3A4 inhibitor DDI result demonstrates CYP3A4 accounts for at least ~50% of total clearance. c – Simulated using PBPK model DDI: CX11 Victim Drug Profile Relative to That Of Orforglipron CX11 CYP Enzymes responsible for metabolism CYP3A4 (79%)a CYP3A4 (72%); CYP2D6 (11%); CYP2C8 (17%)b Hepatic transporter substrate (OATP1B1/3) YES NO Strong Inhibitor (CYP3A4) 3.5-fold (AUC) 1.9-fold (AUC) Moderate Inhibitor (CYP3A4) 2-fold (AUC)c TBD Strong Inducer (CYP3A4) 5.6-fold (AUC) 1.8-fold (AUC) Moderate Inducer (CYP3A4) 2.6-fold (AUC)c TBD Effect of OATP1B1 Inhibitor 2.6-fold (AUC) No Change Label Text • Dose cap with strong CYP3A4 inhibitors • Avoid strong CYP3A4 inhibitors that also inhibit OATP1B • Avoid strong CYP3A4 inducers • Monitor effectiveness with moderate CYP3A4 inducers • Strong inhibitor and strong inducer effects are less than Foundayo changes with moderate inhibitors Foundayo (Orforglipron)
33 CX11 US Ph2 Week 36 Proportion of Participants Achieving Weight Loss (%) 1. Analysis include all randomized subjects, excluding subjects with early treatment discontinuation (EOT), protocol deviations affecting efficacy, major non-compliance (e.g., consecutive IP interruption ≥2 weeks or IP compliance rate <95%). Body Weight Reduction at Week 36 under efficacy estimand1 81% 45% 14% 2% 89% 66% 16% 2% 88% 50% 20% 4% 85% 53% 15% 2% 44% 12% 0% 0% 0% 20% 40% 60% 80% 100% ≥ 5% ≥ 10% ≥ 15% ≥ 20% 120 mg 160 mg 200 mg slow 200 mg fast pbo Percentage of Participants
Risk Factors (1 of 11) Certain factors may have a material adverse effect on our business, financial condition and results of operations. The risks and uncertainties described below are not the only ones we and the post-business combination public company will face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business. If any of the following risks actually occur, our business, financial condition, results of operations and future prospects could be adversely affected. In that event, you could lose all or part of your investment. All references in this section to "we", "our" or "us" refer both to the business of Corxel Pharmaceuticals, Inc. ("Corxel") prior to the consummation of the proposed business combination and to the business of the post-business combination public company and its subsidiaries, as applicable. The list below has been prepared solely for the purpose of the private placement transaction, and solely for potential private placement investors, and not for any other purpose. Accordingly, the list below is qualified in its entirety by disclosures contained in future documents filed or furnished with the Securities and Exchange Commission (the "SEC") by Corxel and Amanat Acquisition Corp ("AMAN") or otherwise with respect to Corxel and AMAN, including the documents filed or furnished in connection with the proposed transactions between Corxel and AMAN. The risks presented in such filings may differ significantly from and be more extensive than those presented below. Risks Related to Corxel's Business and Operations • Clinical and preclinical drug development involves a lengthy and expensive process with uncertain timelines and outcomes. The results of prior clinical trials and preclinical studies are not necessarily predictive of future results, which may not be favorable. Our product candidates may not receive marketing approval on a timely basis, or at all. • We do not know whether we will be able to develop any products of commercial value. • We currently depend on the success of our clinical-stage product candidates, and the failure of any of these programs would have a material adverse effect on our business, operating results and financial condition. • The marketing approval processes of the FDA and applicable foreign authorities are lengthy, time-consuming, expensive and inherently unpredictable, and if we are ultimately unable to obtain marketing approval for our product candidates, our business will be substantially harmed. • Any difficulties or delays in the commencement or completion, or termination or suspension, of our planned clinical trials could result in increased costs to us, delay or limit our ability to generate revenue and adversely affect our commercial prospects. • Enrollment and retention of patients in clinical trials is an expensive and time-consuming process and could be made more difficult or rendered impossible by multiple factors outside our control, which could adversely affect our business, operating results, financial condition and prospects. • Serious adverse events, undesirable side effects or other unexpected properties of our product candidates may be identified during development or after approval, which could lead to the discontinuation or failure of our clinical development programs, refusal by regulatory authorities to approve our product candidates or, if discovered following marketing approval, revocation of marketing authorizations or limitations on the use of our product candidates, any of which would limit the commercial potential of such product candidate. • Healthcare legislative reform measures may have a negative impact on our business, operating results and financial condition. • We may expend our limited resources to pursue a particular product candidate and fail to capitalize on product candidates or indications that may be more profitable or for which there is a greater likelihood of success. 34
Risk Factors (2 of 11) Risks Related to Corxel's Business and Operations (cont.) • We are conducting, and plan to conduct, some of our clinical trials outside of the United States. However, the FDA and other foreign equivalents may not accept data from such trials, in which case our development plans will be delayed, which could materially harm our business. • Preliminary, topline and interim data from our clinical trials that we announce or publish from time to time may change as more patient data become available and are subject to audit and verification procedures that could result in material changes in the final data. • Disruptions at the FDA and other government agencies caused by funding shortages, staffing limitations or global health concerns could hinder their ability to hire, retain or deploy key leadership and other personnel, or otherwise prevent new or modified products from being developed, approved or commercialized in a timely manner or at all, which could negatively impact our business. Risks Related to Corxel's Limited Operating History, Financial Position and Capital Requirements • We have a limited operating history and expect to incur significant operating losses for the foreseeable future. • We may never generate any revenue from product sales. • Raising additional capital may cause dilution to our shareholders, restrict our operations or require us to relinquish rights to our product candidates. Risks Related to Corxel's Reliance on Third Parties • Our existing collaborations are critical to our business. If we are unable to maintain these collaborations, or if these collaborations are not successful, our business could be adversely affected. • We rely on third parties for the manufacture of our product candidates for preclinical and clinical development and expect to continue to do so for the foreseeable future. This reliance on third parties increases the risk that we will not have sufficient quantities of our product candidates or products or such quantities at an acceptable cost, which could delay, prevent or impair our development or commercialization efforts. • We may not be able to successfully establish manufacturing capabilities and infrastructure to supply our requirements of product candidates for use in clinical trials and for commercial sale, and we may encounter difficulties successfully manufacturing our product candidates. • We currently source certain drug components from suppliers located in China. Although we believe alternative suppliers are available outside China, transitioning suppliers could require additional time, qualification work and expense and could disrupt our operations. • We intend to rely on third parties to conduct, supervise and monitor our preclinical studies and clinical trials. If those third parties do not satisfactorily carry out their contractual duties or fail to meet expected deadlines, our development programs may be delayed or subject to increased costs, each of which may have an adverse effect on our business and prospects. • If we or our collaborators do not achieve our product development or commercialization objectives in the time frames we expect, we may not receive milestone, royalty or profit payments, and we may not be able to conduct our operations as planned. • Reliance on third parties requires us to share our trade secrets, which increases the possibility that a competitor will discover them or that our trade secrets will be misappropriated or disclosed. 35
Risk Factors (3 of 11) Risks Related to Corxel's Reliance on Third Parties (cont.) • Confidentiality agreements with employees and third parties may not prevent unauthorized disclosure of trade secrets and other proprietary information. • The manufacture of some of our product candidates is complex and we may encounter difficulties in production, particularly with respect to scaling up our manufacturing capabilities. If we encounter such difficulties, our ability to provide supply of those product candidates for commercialization and clinical trials could be delayed or stopped. Risks Related to Commercialization of Corxel's Product Candidates • Even if we receive marketing approval for any product candidate, we will be subject to ongoing regulatory obligations and continued regulatory review, which may result in significant additional expense. Additionally, our product candidates, if approved, could be subject to labeling and other restrictions on marketing or withdrawal from the market, and we may be subject to penalties if we fail to comply with regulatory requirements or if we experience unanticipated problems with our product candidates, when and if any of them are approved. • Even if our current or future product candidates receive marketing approval, they may fail to achieve market acceptance by physicians, patients, third-party payors or others in the medical community necessary for commercial success. • Coverage and adequate reimbursement may not be available for our current or any future product candidates, which could make it difficult for us to sell profitably, if approved. • We face substantial competition, which may result in others discovering, developing or commercializing products before or more successfully than us. • If the market opportunities for any of our product candidates are smaller than we estimate, even assuming approval of a product candidate, our revenue may be adversely affected, and our business may suffer. • We currently have no marketing and sales organization and have no experience as a company in commercializing products, and we may invest significant resources to develop these capabilities. If we are unable to establish marketing and sales capabilities or enter into agreements with third parties to market and sell our products, we may not be able to generate product revenue. • Our future growth may depend, in part, on our ability to commercialize products in foreign markets, where we would be subject to additional regulatory burdens and other risks and uncertainties. Risks Related to Corxel's Business Operations and Industry • We are highly dependent on the services of our senior management team, and if we are not able to retain these members of our management team and recruit and retain additional management, clinical and scientific personnel, our business will be harmed. • If we engage in future acquisitions or strategic collaborations, this may increase our capital requirements, dilute our shareholders, cause us to incur debt or assume contingent liabilities and subject us to other risks. • Our operating results may fluctuate significantly, which makes our future operating results difficult to predict and could cause our operating results to fall below expectations or any guidance we may provide. 36
Risk Factors (4 of 11) Risks Related to Corxel's Business Operations and Industry (cont.) • We will need to expand our organization, and we may experience difficulties in managing this growth, which could disrupt our operations. • Our relationships with customers, physicians, and third-party payors may be subject, directly or indirectly, to federal and state healthcare fraud and abuse laws, false claims laws, other healthcare laws and regulations and health data privacy and security laws and regulations, contractual obligations and self-regulatory schemes. If we are unable to comply, or have not fully complied, with such laws, we could face substantial penalties. • If we or our third-party manufacturers use hazardous and biological materials in a manner that causes injury or violates applicable law, we may be liable for damages. • Our business could be affected by litigation, government investigations and enforcement actions. • Product liability lawsuits against us could cause us to incur substantial liabilities and could limit commercialization of any product candidate that we may develop. • Our insurance policies are expensive and protect us from only some business risks, which will leave us exposed to significant uninsured liabilities. • Our business and the business or operations of third parties with whom we conduct business could be adversely affected by the effects of health epidemics in regions where we or third parties on which we rely have business operations. • If our information technology systems or those of third parties with whom we work, or our data, are or were compromised, we could experience adverse consequences resulting from such compromise, including regulatory investigations or actions, litigation, fines and penalties, disruptions of our business operations, reputational harm, loss of revenue or profits, and other adverse consequences. • Our employees, principal investigators, CROs, consultants and other commercial partners may engage in misconduct or other improper activities, including non-compliance with regulatory standards and requirements and insider trading. • Governments outside the United States tend to impose strict price controls, which may adversely affect our revenues, if any. • We and the third parties with whom we work are subject to stringent and evolving U.S. and foreign laws, regulations, and rules, contractual obligations, industry standards, policies and other obligations related to data privacy and security. Our (or the third parties with whom we work) actual or perceived failure to comply with such obligations could lead to regulatory investigations or actions, litigation (including class claims) and mass arbitration demands, fines and penalties, disruptions of our business operations, reputational harm, loss of revenue or profits, loss of customers or sales, and other adverse business consequences. • Public opinion and scrutiny of treatments for obesity, overweight and type 2 diabetes may impact public perception of our company and product candidates, or may adversely affect our ability to conduct our business and our business plans. 37
Risk Factors (5 of 11) Risks Related to Corxel's Intellectual Property • If we are unable to obtain and maintain sufficient intellectual property protection for our technology and product candidates that we are developing or may develop in the future, or if the scope of the intellectual property protection obtained is not sufficiently broad, our competitors or other third parties could develop and commercialize products similar or identical to ours, and our ability to successfully develop and, if approved, commercialize our product candidates may be adversely affected. • If we do not obtain sufficient patent terms to protect our competitive position on our product candidates for an adequate amount of time, our business may be materially harmed. • Obtaining and maintaining our patent protection depends on compliance with various procedural, document submission, fee payment, and other requirements imposed by governmental patent agencies, and our patent protection could be reduced or eliminated for noncompliance with these requirements. • Issued patents covering our product candidates could be found invalid or unenforceable if challenged in court. • We may not identify relevant third-party patents or may incorrectly interpret the relevance, scope or expiration of a third-party patent, which might adversely affect our ability to develop and market our products. • Third parties may initiate legal proceedings alleging that we are infringing, misappropriating or otherwise violating their intellectual property rights, the outcome of which would be uncertain and could have a negative impact on the success of our business. • We may become involved in lawsuits to protect or enforce our patents or other intellectual property rights, or the patents or other intellectual property rights that we have rights to enforce, which could be expensive, time-consuming, and unsuccessful. • Because of the expense and uncertainty of litigation, we may not be in a position to enforce our intellectual property rights against third parties. • Changes in U.S. patent law or the patent law of other countries or jurisdictions could diminish the value of patents in general, thereby impairing our ability to protect our product candidates. • Patent reform legislation could increase the uncertainties and costs surrounding the prosecution of our patent applications or those of our current or future licensors and the enforcement or defense of our issued patents or those of our current or future licensors. • We may not be able to protect our intellectual property rights throughout the world, which could impair our business. • If we are unable to protect the confidentiality of our trade secrets, our business and competitive position would be harmed. • We may be subject to claims that our employees, consultants or independent contractors have wrongfully used or disclosed confidential information or alleged trade secrets of their former employers or other third parties. • We may be subject to allegations challenging the inventorship or ownership of our patents and other intellectual property. • If our trademarks and trade names are not adequately protected, then we may not be able to build name recognition in our markets of interest and our business may be adversely affected.
Risk Factors (6 of 11) Risks Related to Corxel's Intellectual Property (cont.) • We rely on one or more in-licenses from third parties. If we lose these rights, our business may be materially adversely affected, and if we fail to comply with our obligations under any license, collaboration or other agreements, such agreements may be terminated, we may be required to pay damages and could lose intellectual property rights that are necessary for developing and protecting our product candidates. • We may not be able to license or acquire new or necessary intellectual property rights or technology from third parties. • Our technology licensed from various third parties may be subject to retained rights. Intellectual property discovered through government-funded programs may be subject to federal regulations such as "march-in" rights, certain reporting requirements and a preference for U.S.-based companies. • Intellectual property rights do not necessarily address all potential threats to our competitive advantage.
Risk Factors (7 of 11) Certain factors may have a material adverse effect on our business, financial condition and results of operations. The risks and uncertainties described below are not the only ones we and the post-business combination public company will face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business. If any of the following risks actually occur, our business, financial condition, results of operations and future prospects could be adversely affected. In that event, you could lose all or part of your investment. All references in this section to "we", "our" or "us" refer both to the business of Corxel Pharmaceuticals, Inc. ("Corxel") prior to the consummation of the proposed business combination and to the business of the post-business combination public company and its subsidiaries, as applicable. The list below has been prepared solely for the purpose of the private placement transaction, and solely for potential private placement investors, and not for any other purpose. Accordingly, the list below is qualified in its entirety by disclosures contained in future documents filed or furnished by Corxel and Amanat Acquisition Corp ("AMAN") or otherwise with respect to Corxel and AMAN, with the Securities and Exchange Commission (the "SEC"), including the documents filed or furnished in connection with the proposed transactions between Corxel and AMAN. The risks presented in such filings may differ significantly from and be more extensive than those presented below. Risks Related to the Business Combination • The consummation of the Business Combination is subject to a number of conditions, and if those conditions are not satisfied or waived, the Business Combination may not be completed. • The proposed Business Combination is subject to review, approvals and oversight by governmental and regulatory authorities in multiple jurisdictions, and any delays in obtaining, failure to obtain, or the imposition of burdensome conditions in connection with such approvals could delay, adversely affect or prevent the consummation of the proposed Business Combination. • Some of AMAN's, Corxel's or the post-closing combined company's officers and directors may have conflicts of interest that may influence them to approve the proposed Business Combination without regard to your interests. • Certain financing arrangements or capital contributions may involve existing shareholders, affiliates or related parties. Actual or perceived conflicts of interest could adversely affect investor confidence, require additional disclosure or result in additional governance requirements. • AMAN's directors and officers may have interests in the proposed Business Combination different from the interests of AMAN, Corxel, the post-closing combined company. • There can be no assurance that Corxel and AMAN will be able to raise sufficient capital through the proposed financing transactions, including the proposed PIPE Investment, any capital contribution provided by or on behalf of Corxel or its affiliates in connection with the proposed Business Combination (the "Capital Contribution"), and any related backstop arrangements, to consummate the proposed Business Combination or to adequately fund the post-closing combined company's operations and development plans. • The proposed Business Combination will be subject to a minimum cash closing condition of at least $200.0 million (which may be satisfied through any combination of the proposed PIPE Investment, AMAN's trust account and the Capital Contribution, prior to payment of transaction expenses). If AMAN is unable to close certain financing transactions and sufficient shareholders exercise their redemption rights such that there are insufficient cash proceeds available from AMAN's trust account and the financing transactions, then AMAN may lack sufficient funds to consummate the proposed Business Combination. • The consummation of the proposed PIPE Investment is conditioned on the closing of the proposed Business Combination, and the closing of the proposed Business Combination will be subject to a number of closing conditions, some of which will be outside of Corxel and AMAN's control, including approval by the shareholders of AMAN. • A portion of the total outstanding shares of the post-closing combined company is expected to be restricted from immediate resale but may be sold into the market in the near future. 40
Risk Factors (8 of 11) Risks Related to the Business Combination (cont.) • Sales of a substantial number of shares of the post-closing combined company's common stock in the public market by existing shareholders could cause the post-closing combined company's share price to decline, even if Corxel's business is doing well. • AMAN's shareholders will experience immediate dilution due to (i) the issuance of securities to existing Corxel security holders and investors in the proposed PIPE Investment in connection with the proposed Business Combination, and (ii) additional sources of dilution upon exercise or conversion of securities that will be issued in connection with or following the proposed Business Combination (for instance, any securities issued in connection with the post-closing combined company equity plan or employee share purchase plan), in each case potentially entitling recipients of such securities to a significant voting stake in the post-closing combined company. • If AMAN does not consummate an initial business combination within the combination period (24 months from the closing of the Initial Public Offering, currently May 19, 2028, the "Combination Period"), as may be extended at the option of Amanat Sponsor Holdings LLC (the "Sponsor"), its public shareholders may receive only their pro rata portion of the funds in AMAN's trust account that are available for distribution to its public shareholders. • There are no assurances that AMAN will be able to complete the proposed Business Combination prior to the expiration of the Combination Period. • Corxel's or the post-closing combined company's stockholders cannot be certain of the value of the merger consideration they will receive until the closing of the proposed Business Combination. • Because there are no current plans to pay cash dividends on the common stock of the post-closing combined company for the foreseeable future, you may not receive any return on investment unless you sell your AMAN Class A ordinary shares (Nasdaq: AMAN) or the common stock of the post-closing combined company at a price greater than what you paid for it. • AMAN, Corxel and the post-closing combined company expect to incur substantial transaction fees and costs in connection with the proposed Business Combination and the integration of their businesses. • The costs related to the proposed Business Combination could be significantly higher than currently anticipated. • The post-closing combined company will remain subject to significant future payment obligations, including milestone payments, royalties and other amounts payable under agreements such as the Vincentage license agreement. Such obligations may reduce available cash, require additional financing or otherwise adversely affect the post-closing combined company's liquidity, financial condition and operating flexibility. • AMAN's, Corxel's or the post-closing combined company's business and operations could be negatively affected, or the proposed Business Combination may be delayed or prevented from being completed, if they become subject to any securities litigation or shareholder activism. • In connection with the proposed Business Combination, the Sponsor (Amanat Sponsor Holdings LLC) and AMAN's directors, executive officers, advisors and their respective affiliates may elect to purchase Class A ordinary shares of AMAN from public shareholders, which may reduce the public "float" of AMAN's Class A ordinary shares. • The Nasdaq Stock Market LLC may delist AMAN's Class A ordinary shares (Nasdaq: AMAN) from its exchange prior to the closing of the Business Combination or Nasdaq may not list the post-closing combined company's securities on its exchange, including the shares issued in connection with the proposed PIPE Investment, which could limit investors' ability to make transactions in the post- closing combined company's securities and subject the post-closing combined company to additional trading restrictions. 41
Risk Factors (9 of 11) Risks Related to the Business Combination (cont.) • The securities issued in the proposed PIPE Investment will not initially be registered with the SEC, and prior to such registration cannot be transferred or resold except in a transaction exempt from or not subject to the registration requirements of the Securities Act and applicable state securities laws. • There can be no assurance that the post-closing combined company will be able to comply with Nasdaq's continued listing standards. • Following the closing of the proposed Business Combination, an active trading market for the common stock of the post-closing combined company may not be available on a consistent basis to provide stockholders with adequate liquidity. The share price may be extremely volatile and shareholders could lose a significant part of their investment. • If, following the proposed Business Combination, securities or industry analysts do not publish or cease publishing reports about the post-closing combined company, its business, or its market, or if they change their recommendations regarding the post-closing combined company's securities adversely, the price and trading volume of the securities of the post-closing combined company could decline. • The benefits of the proposed Business Combination may not be realized to the extent currently anticipated by AMAN, Corxel and the post-closing combined company, or at all. The ability to recognize any such benefits may be affected by, among other things, competition, the ability of the post-closing combined company to grow and manage growth profitably, maintain relationships with collaborators and suppliers and retain its management and key employees. If the proposed Business Combination's benefits do not meet the expectations of investors, shareholders or financial analysts, the market price of AMAN's or the post-closing combined company's securities may decline. • The post-closing combined company's future success will depend in part on its ability to establish and retain an effective management team, and any delays or difficulties in implementing the post- closing leadership structure could adversely affect its business, financial condition and results of operations. • The proposed Business Combination will result in changes to the composition of the board of directors of Corxel and the composition of the board of directors of the post-closing combined company, which may affect the strategy of the post-closing combined company. • The ability of AMAN, Corxel and the post-closing combined company to successfully effect the proposed Business Combination and to be successful thereafter will be dependent upon the efforts of certain key personnel, including Corxel's key personnel. The loss of key personnel could negatively impact the operations and profitability of the post-closing combined company and its financial condition could suffer as a result. • The post-closing combined company does not have experience operating as a public company subject to U.S. federal securities laws and may not be able to adequately develop and implement the governance, compliance, risk management and control infrastructure and culture required for a public company, including compliance with the Sarbanes Oxley Act • AMAN is currently an "emerging growth company" within the meaning of the Securities Act, and if the post-closing combined company takes advantage of certain exemptions from disclosure requirements available to emerging growth companies, this could make the securities of the post-closing combined company less attractive to investors and may make it more difficult to compare the post-closing combined company's performance with other public companies. • The requirements of being a public company may strain the post-closing combined company's resources, incur increased costs and distract its management, which could make it difficult to manage its business, particularly after the post-closing combined company is no longer an emerging growth company. 42
Risk Factors (10 of 11) Risks Related to the Business Combination (cont.) • Subsequent to the completion of the proposed Business Combination, the post-closing combined company may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations and stock price, which could cause you to lose some or all of your investment. • As a private company, Corxel has not been required to document and test its internal controls over financial reporting nor has management been required to certify the effectiveness of its internal controls and its auditors have not been required to opine on the effectiveness of its internal control over financial reporting. As such, material weaknesses may be identified in Corxel's or the post-closing combined company's internal control over financial reporting that could lead to errors in the post-closing combined company's financial reporting, which could adversely affect the post-closing combined company's business and the market price of its securities. • If the post-closing combined company fails to maintain an effective system of disclosure controls and internal controls over financial reporting, its ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired. • If the post-closing combined company's estimates or judgments relating to its critical accounting standards prove to be incorrect, or such standards change overtime, its results of operations could be adversely affected. • Because the post-closing combined company will become a publicly traded company by virtue of mergers in connection with the proposed Business Combination as opposed to an underwritten initial public offering, there are no underwriters involved in the process, which could result in less diligence being conducted on Corxel or the post-closing combined company than in an underwritten initial public offering. • AMAN's public shareholders can redeem some or all of the funds held in AMAN's trust account, and significant redemptions could materially impact the post-closing combined company's cash position and runway. • The ability of AMAN's public shareholders to exercise redemption rights with respect to a large number of AMAN's public shares may not allow the post-closing combined company to complete the most desirable business combination, fully fund Corxel's business plan, or changes thereto, or optimize the capital structure of the post-closing combined company. • Past performance by AMAN's management team or their affiliates, including their prior involvement with Tourmaline Bio, Zura Bio, Bitterroot Bio and Immunovant, or their respective business combination targets, may not be indicative of future performance of an investment in AMAN or the post-closing combined company. • The post-closing combined company's governing documents may include provisions that may discourage takeover attempts. • Corxel's operating and financial results, which were presented to the AMAN board of directors, may not prove accurate. • Activities taken by existing AMAN shareholders to increase the likelihood of approval of the proposed Business Combination proposal and the other proposals to be described in the proxy statement/prospectus that will be filed in connection with the proposed Business Combination could have a depressive effect on AMAN's share price. • Upon executing a definitive agreement with respect to the proposed Business Combination by and among Corxel, AMAN and the post-closing combined company, AMAN may be prohibited from entering into certain transactions that might otherwise be beneficial to it or its shareholders. 43
Risk Factors (11 of 11) Risks Related to the Business Combination (cont.) • The proposed Business Combination may be completed even though material adverse effects may result from the announcement of the proposed Business Combination, industry wide changes, and other causes. • Delays in completing the proposed Business Combination may substantially reduce the expected benefits of the proposed Business Combination. • Corxel has, and the post-closing combined company will have, broad discretion in the use of cash on hand and may not use it effectively. 44
www.corxelbio.com contactus@corxelbio.com Corxel Pharmaceuticals (New Jersey) 200 Connell Drive, Suite #2L9B Berkeley Heights, NJ 07922
Filing Exhibits & Attachments
12 documentsPress Releases
Agreements & Contracts
- EX-10.1 SPONSOR LETTER AGREEMENT, DATED AS OF OCTOBER 25, 2026, BY AND AMONG AMANAT SPON 30.4 KB
- EX-10.2 FORM OF SUBSCRIPTION AGREEMENT 346.2 KB
- EX-10.3 FORM OF SUPPORT AGREEMENT 44.7 KB
- EX-10.4 FORM OF INVESTOR RIGHTS AGREEMENT 152.2 KB
- EX-10.5 FORM OF LOCK-UP AGREEMENT 53.1 KB
- EX-10.6 FORM OF PRE-FUNDED WARRANT 98.0 KB