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Lake Superior Acquisition Corp. entered into a definitive Plan of Merger and Business Combination Agreement with Openmarkets Group Pty Ltd and the seller, BMYG OMG Pty Ltd, to combine the two businesses. An investor presentation is attached as Exhibit 99.1.
The transaction is a proposed business combination that will require filing a Form F-4, receipt of shareholder and regulatory approvals, and mailing a definitive proxy statement/prospectus to Lake Superior shareholders. The filing includes customary forward-looking statements and lists factors that could prevent or delay closing.
Karpus Management, Inc., a New York–based registered investment adviser doing business as Karpus Investment Management, has filed a Schedule 13G reporting beneficial ownership of 1,782,358 common shares of Lake Superior Acquisition Corp, representing 9.13% of the outstanding class.
Karpus reports sole voting and sole dispositive power over all of these shares, which are held in accounts it manages. The firm states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Lake Superior Acquisition Corp.
Lake Superior Acquisition Corp. (LKSP), a SPAC formed in the British Virgin Islands, filed its annual report and outlined plans to complete an initial business combination in financial services or adjacent industries.
The company reported cash of $485,927 and working capital of $431,882 as of December 31, 2025, and its auditor raised substantial doubt about its ability to continue as a going concern if no deal is completed by its deadline. LKSP detailed typical SPAC investor protections, including the right for public shareholders to redeem shares for cash around $10.00 per share in connection with a business combination or liquidation.
LKSP disclosed a definitive Business Combination Agreement signed on January 23, 2026 with Openmarkets Group Pty Ltd (OMG) and its seller. The structure includes a merger, a liquidation of the SPAC into a new purchaser entity, and the contribution of all OMG shares in exchange for approximately 30,000,000 purchaser shares, valued at $10.00 per share for deal calculations. The seller may earn up to an additional 70,000,000 milestone shares, including 30,000,000 license milestone shares tied to specific Australian regulatory approvals and up to 40,000,000 performance milestone shares based on client assets serviced by OMG as of December 31, 2028, capped at $400,000,000 of deemed value.
The agreement contains customary closing conditions, representations and warranties, non‑competition and lock‑up arrangements, and a latest outside closing date of December 31, 2026, after which the deal can be terminated if not completed. The filing also highlights significant SPAC‑specific risks, including high potential dilution from founder and milestone shares, redemption risks that could limit cash available for the transaction, intense competition for acquisition targets, and the possibility that shareholders receive no more than approximately $10.00 per share if the SPAC ultimately liquidates.
Lake Superior Acquisition Corp. entered into a definitive Business Combination Agreement to merge with Openmarkets Group Pty Ltd (OMG), creating a new public parent company (the Purchaser) with OMG as a wholly owned subsidiary.
After an internal merger and liquidation of Lake Superior into the Purchaser, the Seller will contribute all OMG shares in exchange for approximately 30,000,000 Purchaser shares, valued at $10.00 per share for deal calculations, subject to net debt, working capital and indemnity adjustments. The Seller may receive up to an additional 70,000,000 Purchaser shares through milestone-based earn-outs, including 30,000,000 License Milestone Shares tied to Australian regulatory approvals and up to 40,000,000 Performance Milestone Shares linked to client asset volumes from tokenization and real‑world asset contracts as of December 31, 2028.
The deal includes a Purchaser equity incentive plan of at least 5% of fully diluted capitalization post‑closing, a 180‑day lock‑up on Seller shares, and a five‑year non‑compete and non‑solicitation by the Seller. Closing depends on shareholder approvals, regulatory clearances, accuracy of representations, covenant compliance and absence of material adverse effects, with a potential outside date of December 31, 2026 for completion.
Lake Superior Acquisition Corp., a NASDAQ-listed special purpose acquisition company, announced that it has entered into a definitive business combination agreement with Openmarkets Group Pty Ltd, a trading and wealth management technology provider, together with BMYG OMG Pty Ltd and related Purchaser and Merger Sub entities. The transaction is structured as a proposed business combination under the Merger Agreement.
A Purchaser entity will prepare and file a Form F-4 registration statement, which will include a proxy statement for Lake Superior shareholders and a prospectus for Purchaser securities. After the Form F-4 is declared effective, Lake Superior plans to mail a definitive proxy statement/prospectus to shareholders to solicit votes on the proposed deal and related matters.
The disclosure emphasizes that this communication is not an offer to sell or buy securities and that any offering will occur only through a compliant prospectus. It also includes extensive forward-looking statement language outlining risks that could affect completion of the transaction, such as regulatory approvals, shareholder approvals, possible changes to deal structure, listing standards, legal proceedings, and broader economic and competitive factors. A press release describing the transaction is filed as Exhibit 99.1.