Citigroup Inc SEC Filings

Royal Bank of Canada (RY) is issuing US$600,000 of Auto-Callable Fixed Coupon Barrier Notes maturing 7 July 2028. The notes are linked to the worst performer of Amazon.com Inc. (AMZN) and Netflix Inc. (NFLX). Investors receive a fixed coupon of 9.25 % p.a. (0.7708 % monthly) as long as the notes remain outstanding. Beginning six months after issuance, the notes may be automatically called on quarterly observation dates if both underliers close at or above their initial values; in that case, holders receive par plus the current coupon and no further payments.

Contingent principal protection: If the notes are not called, principal is returned at maturity only when the worst performer finishes at or above a 60 % barrier (AMZN $134.05; NFLX $778.31). Otherwise, investors receive the physical delivery amount of the worst stock (4.48 AMZN shares or 0.77 NFLX shares per US$1,000) whose market value could be substantially below par.

Key economic terms: issue price 100 %, underwriting discount 2.5 %, proceeds 97.5 %. The bank’s initial estimated value is US$962.30 (96.23 % of par), highlighting a 3.8 % upfront value gap largely driven by fees and internal funding spreads. The notes are senior unsecured obligations of RBC, are not bail-inable, and will not be listed.

Principal risks include loss of up to 100 % of principal if the barrier is breached, lack of secondary market liquidity, RBC credit risk, no participation in upside appreciation, and uncertain U.S. tax treatment. Given RBC’s C$1 trn+ balance sheet, this issuance is financially immaterial to the bank; relevance is limited to investors considering the product.

Horizon Space Acquisition II Corp. (Nasdaq: HSPT) filed an 8-K disclosing that, on 5 July 2025, it entered into an unsecured $300,000 sponsor promissory note. The note was issued to Horizon Space Acquisition II Sponsor Corp. and can be drawn from time to time to fund general working-capital needs until the SPAC closes its initial business combination.

Key terms

• Interest: 0% (non-interest bearing)
• Maturity: earliest of (i) consummation of a business combination or (ii) expiration of the SPAC’s permitted life
• Conversion option: Payee may convert some or all of the outstanding principal into private units (one ordinary share + one warrant + one right) at $10.00 per unit, with two business-day notice prior to the combination closing.
• Events of default: non-payment within five business days of maturity, bankruptcy, covenant breach, cross-default, enforcement actions, or illegality—each permitting acceleration.
• Securities law: issued under the Section 4(a)(2) private-placement exemption; conversion securities carry registration rights but are non-transferable until a business combination is completed.

The instrument constitutes both a material definitive agreement (Item 1.01) and a direct financial obligation (Item 2.03) and results in potential unregistered equity issuance (Item 3.02). A copy of the note is filed as Exhibit 10.1.

Citigroup Global Markets Holdings Inc. (guaranteed by Citigroup Inc.) is offering unsecured $1,000 denomination Autocallable Contingent Coupon Equity-Linked Securities due 1 Aug 2030. The notes reference the worst-performing of two equity indices: the Dow Jones Industrial Average (DJIA) and the S&P 500 Dynamic Participation Index (SPXDPU1). Investors receive a contingent coupon of ≥0.5833% per month (≈ 7.00% p.a.) only if, on the relevant valuation date, the worst index closes at or above 80 % of its initial level (coupon barrier). Coupons are forgone whenever this condition is not met.

The securities may be automatically called on any of 55 scheduled observation dates from 28 Jul 2026 onward if the worst index is at or above its initial level. On autocall, holders receive par plus the due coupon, ending future income potential.

If not called, maturity payment depends on the final index level on 29 Jul 2030:

• >= 85 % of initial (final buffer): repay par.
• < 85 %: principal is exposed on a 1-for-1 basis to downside beyond the 15 % buffer, i.e. a 40 % index fall yields a 25 % capital loss.

Key structural features and costs:

• Estimated value on pricing date: ≥ $896.50 (≈ 10 % below issue price), reflecting distribution fees (up to $34) and dealer hedging costs.
• No market listing; liquidity depends solely on Citigroup Global Markets Inc. making a secondary market.
• Credit risk of Citigroup Global Markets Holdings Inc. and parent guarantor Citigroup Inc.
• Product complexity is heightened by a worst-of dual-index structure and by the leverage overlay embedded in the SPXDPU1 index, which can increase volatility and underperformance in prolonged downturns.

Risk highlights (non-exhaustive): contingent and cancellable income, potential substantial principal loss (up to 100 %), early redemption truncating yield, valuation and liquidity driven by dealer, and uncertain U.S. tax treatment (prepaid forward characterization; 30 % withholding possible for non-U.S. holders).

Citigroup Global Markets Holdings Inc., fully and unconditionally guaranteed by Citigroup Inc. (ticker C), is marketing $1,000-denominated Market-Linked Securities that mature on 13 July 2028. The notes are uncapped, auto-callable and carry contingent downside principal at risk linked to the worst performer of the Nasdaq-100, Russell 2000 and S&P 500 indices.

Auto-call mechanics: If the worst-performing index closes at or above its starting value on any call date, the note is redeemed early for par plus a fixed cash premium:

• 15 Jul 2026: 12.80%
• 15 Jul 2027: 25.60%
• 10 Jul 2028 (final calc day): 38.40%

Maturity payout: If not called, investors receive:

• Par ($1,000) if the worst index is ≥ 75% of its start value (the “threshold”).
• 1-for-1 downside exposure below the threshold, down to a total loss of principal.

Key commercial terms: estimated value on pricing date is expected to be ≥ $911.50 (≈ 91% of issue price), reflecting embedded fees such as the up to 1.575% underwriting discount to Wells Fargo and additional dealer concessions. Notes will not be listed; liquidity will depend on Wells Fargo’s secondary-market support and is not guaranteed. All payments are subject to the credit risk of Citigroup Inc.

Main risks: investors face full downside below the 75% barrier, a worst-of structure that nullifies gains in stronger indices, capped upside limited to the call premiums, no periodic coupons, potential early redemption reinvestment risk, and a purchase price materially above the bank’s internal model value. Historical index charts are provided but do not predict future performance.

The deal may appeal to investors seeking enhanced fixed yields with conditional principal protection and who are comfortable with the credit, market and liquidity risks typical of structured products.

Quantum-Si Incorporated (Nasdaq: QSI) has entered into a registered direct offering to sell 18.2 million shares of Class A common stock at $1.67 per share and pre-funded warrants for up to 11.74 million additional shares at $1.6699 per warrant (exercise price $0.0001). Gross proceeds are expected to total $49.999 million; after the 6 % placement fee to A.G.P./Alliance Global Partners and estimated expenses, net proceeds are projected at $47.0 million.

Following the share issuance (and excluding warrant exercise), Class A shares outstanding will rise from 163.56 million to 181.76 million, increasing total diluted shares to 193.50 million if the pre-funded warrants are fully exercised. Net tangible book value would increase modestly from $1.35 to $1.38 per share, creating an immediate dilution of $0.29 for new investors versus the offering price.

Cash and marketable securities would expand from $232.6 million to $279.4 million, strengthening liquidity without adding debt. Management intends to deploy the funds for (i) continued product development—including the Proteus™ platform, (ii) commercialization and manufacturing scale-up of Platinum™ and Platinum Pro devices, (iii) research & development, and (iv) general corporate purposes such as working capital and cap-ex.

Key structural terms include: insider and officer 60-day lock-up, company 45-day lock-up, pre-funded warrants to mitigate 4.99 %/9.99 % ownership caps, and 20-vote-per-share Class B stock (controlled by founder Dr. Jonathan Rothberg) remaining unchanged. The raise represents roughly 28 % of current Class A float, delivering capital for growth but at the cost of near-term dilution and potential overhang from warrant exercises.

Quantum-Si Incorporated (Nasdaq: QSI) has entered into a registered direct offering to sell 18.2 million shares of Class A common stock at $1.67 per share and pre-funded warrants for up to 11.74 million additional shares at $1.6699 per warrant (exercise price $0.0001). Gross proceeds are expected to total $49.999 million; after the 6 % placement fee to A.G.P./Alliance Global Partners and estimated expenses, net proceeds are projected at $47.0 million.

Following the share issuance (and excluding warrant exercise), Class A shares outstanding will rise from 163.56 million to 181.76 million, increasing total diluted shares to 193.50 million if the pre-funded warrants are fully exercised. Net tangible book value would increase modestly from $1.35 to $1.38 per share, creating an immediate dilution of $0.29 for new investors versus the offering price.

Cash and marketable securities would expand from $232.6 million to $279.4 million, strengthening liquidity without adding debt. Management intends to deploy the funds for (i) continued product development—including the Proteus™ platform, (ii) commercialization and manufacturing scale-up of Platinum™ and Platinum Pro devices, (iii) research & development, and (iv) general corporate purposes such as working capital and cap-ex.

Key structural terms include: insider and officer 60-day lock-up, company 45-day lock-up, pre-funded warrants to mitigate 4.99 %/9.99 % ownership caps, and 20-vote-per-share Class B stock (controlled by founder Dr. Jonathan Rothberg) remaining unchanged. The raise represents roughly 28 % of current Class A float, delivering capital for growth but at the cost of near-term dilution and potential overhang from warrant exercises.

American Axle & Manufacturing Holdings, Inc. (AXL) filed a Form 8-K to supplement its definitive proxy statement ahead of the 15 July 2025 virtual special meeting where shareholders will vote on (i) increasing authorized common shares to 375 million and (ii) issuing new shares to complete the planned acquisition of Dowlais Group plc.

The filing discloses that the company has received 12 demand letters and faces two individual shareholder lawsuits in New York alleging inadequate proxy disclosures under Sections 14(a) and 20(a). Although AXL and the other defendants deny any wrongdoing, they are voluntarily providing additional information to minimise litigation risk and avoid delays to the closing of the combination.

Key supplemental valuation details from J.P. Morgan’s fairness opinion:

• Public Trading Multiples (range 3.5× – 5.0× EV/2025E EBITDA) imply $3.80 – $12.60 per AXL share and £0.70 – £1.30 per Dowlais share.
• Selected Transaction Multiples (range 4.0× – 5.5× LTM EBITDA) imply $7.50 – $16.50 per AXL share and £0.70 – £1.30 per Dowlais share.
• Discounted Cash-Flow Analysis (8.0% – 9.5% WACC, –0.5% – 0.5% terminal growth) indicates an equity value range of $13.20 – $22.10 per AXL share on a stand-alone basis and £0.90 – £1.50 per Dowlais share.

The board continues to unanimously recommend a “FOR” vote on both proposals and states that the supplemental data does not alter the transaction economics. Existing proxies remain valid; only shareholders wishing to change their vote must submit new instructions.

Material considerations for investors include potential dilution from tripling the authorized share count, litigation exposure that could delay closing, and the valuation ranges that frame the exchange ratio economics. Management emphasises that the combination is expected to proceed on schedule, with closing contingent on shareholder and regulatory approvals.

Truist Financial Corporation filed Amendment No. 1 to Schedule 13G for the iShares Technology Opportunities Active ETF (CUSIP 09290C103, ticker TEK). The filing discloses that, as of 30 June 2025, Truist and its investment-advisory subsidiary beneficially own 979,006.93 shares, representing 0.28 % of the ETF’s outstanding units.

• Voting power: 0 shares (sole or shared).
• Dispositive power: Sole authority over all 979,006.93 shares; no shared dispositive power.
• Filing status: Made under Rule 13d-1(b) as an investment adviser (IA) and parent holding company (HC).
• Purpose: Described as an internal remediation; Truist notes the position has been below 5 % since 2024 and the earlier filing was missed.

Because the stake is well below the 5 % threshold, Truist has no obligation to file further 13D/G updates unless its ownership changes materially. The absence of voting power indicates the shares are likely held in client or discretionary accounts, limiting Truist’s influence over the ETF. Overall, this is a routine compliance disclosure with minimal strategic or financial impact for the ETF or Truist investors.

Taboola.com Ltd. (TBLA) – Form 144 Filing Overview

Director Lynda Clarizio has filed a Form 144 indicating her intent to sell up to 14,803 common shares of Taboola.com Ltd. through Morgan Stanley Smith Barney on or about 07 July 2025. At the most recent market price disclosed in the filing, the transaction is valued at $54,327.01. The proposed sale represents approximately 0.0046 % of the company’s 321,404,866 shares outstanding.

The filing also lists prior open-market sales by Clarizio during the past three months:

• 06/30/2025 – 14,802 shares for $54,323.34
• 06/23/2025 – 19,370 shares for $69,927.64
• 06/18/2025 – 15,000 shares for $54,765.00
• 06/11/2025 – 10,000 shares for $36,012.00
• 06/10/2025 – 7,000 shares for $24,817.10

Including the proposed sale, Clarizio has either sold or signalled the intent to sell 80,975 shares since 10 June 2025, generating or targeting proceeds of roughly $239,172. All shares being sold were originally acquired on 30 June 2023 as restricted stock.

No additional financial metrics, earnings information, or corporate developments are disclosed in this filing. The filer certifies that she is unaware of any undisclosed material adverse information regarding Taboola.

Investor takeaway: While insider selling can raise caution, the volume is immaterial relative to Taboola’s total float. The filing does not, by itself, signal any change in the company’s fundamentals.