Matternet, Inc. 8-K

What Happened
Matternet, Inc. (formerly Los Altos Ventures Corp.) filed an 8‑K reporting that it completed a merger with Legacy Matternet on May 22, 2026. At the Effective Time the combined company changed its name to Matternet, Inc., Legacy Matternet became a wholly owned subsidiary (renamed Matternet Operations, Inc.), and the company ceased to be a shell. Under the merger each share of Legacy Matternet common stock was exchanged for the right to receive 2.0801 shares of Matternet common stock (rounded to the nearest whole share). Immediately following the merger, the company completed a private placement of 9,212,773 shares at $3.00 per share for gross proceeds of approximately $27.6 million. The board also appointed new directors and executive officers, and the company replaced its independent auditor (Grassi & Co. dismissed; dbbmckennon appointed).

Key Details

• Closing Date: May 22, 2026 (Effective Time when certificate of merger filed).
• Exchange Ratio: 1 share of Legacy Matternet common stock → 2.0801 shares of Matternet common stock (rounded).
• Private Placement: 9,212,773 shares at $3.00 per share; gross proceeds ≈ $27.6 million.
• Governance & Accounting: Company amended and restated its certificate of incorporation and bylaws; replaced auditor (Grassi dismissed; dbbmckennon appointed effective May 22, 2026).
• Accounting Treatment: Transactions will be accounted for as a “reverse merger,” so future filings will use Legacy Matternet’s historical financial statements.

Why It Matters
For investors, Matternet is now an operating public company (no longer a shell) carrying forward Legacy Matternet’s business and historical financials — a material change in what you are investing in. The ~$27.6M private placement meaningfully increases the company’s cash runway and dilutes existing equity. The auditor change and new board/executive appointments affect governance and oversight; details on new directors/officers and their terms are provided in the filing. Investors should review the company’s upcoming SEC filings (including the replaced historical financial statements) for full financials and disclosures.