Special Situations Digest #27

Mudrick Capital Management (MCM) increased its stake to 55% in Vertical Aerospace Ltd. (EVTL) to re-price convertible debt and force governance changes. The 55% holder is using its blocking stake to re-price convertible notes and force a governance vote, resulting in a control-shareholder reset that dilutes minority holders.

ADW Capital Management is pressuring Driven Brands Holdings Inc. (DRVN) to launch a public sale process after its all-cash proposal of $18.00 per share was unanimously rejected by the board on August 3, 2026, without due diligence. ADW, which holds a 4.8% stake, is demanding a strategic review for a full company sale or sum-of-the-parts divestiture and the creation of an independent special committee. The $18.00 offer represents a 39% premium to the closing price. ADW has warned minority shareholders may pursue legal remedies in the Delaware Chancery Court. The public demand pressures the board and controlling shareholder Roark Capital Group to run a process, raising the prospect of litigation or a forced sale.

Old Peak Group Ltd. increased its stake in Digital Garage, Inc. (4819) to 6.17% and may engage in significant proposals to enhance and preserve shareholder value. The holder reported owning 2,950,600 shares as of July 31, 2026. This activity was disclosed via a Large Shareholding Report under the Cabinet Office Ordinance on Disclosure of Large Shareholdings. The filing serves as a local large-shareholding report identifying a potential catalyst for shareholder value enhancement.

The filer's stated purpose is pure investment but reserves the right to make significant proposals including board changes, asset sales, and capital policy changes. The filer has proposed that Wacom set a dividend payout ratio target of 65%. The stake was accumulated via market and off-market purchases between June 3 and July 31, 2026, at prices ranging from ¥742 to ¥922 per share.

A group led by City Index Elevenths Co., Ltd. has increased its stake in Sankei Real Estate Investment Corporation (2972.T) to 29.90% and proposed taking the REIT private on July 31, 2026. The group consists of Nomura Aya (9.89%), ATRA Co., Ltd. (9.70%), C&I Holdings Co., Ltd. (9.89%), and City Index Elevenths (0.43%), with the recent increase resulting from market purchases by ATRA and C&I Holdings. The group stated its purpose is to advise on capital policy and governance. This Japanese large shareholding report identifies a specific privatization proposal.

Strategic Capital's May 19, 2026 shareholder-proposal notice said the Japan-Up Fund and Strategic Capital held approximately 14% of Yellow Hat and had submitted proposals for the June annual meeting, including a 100% payout proposal and changes to director compensation using PBR. The cited EDINET URL is a generic search page rather than a specific August 7 filing7% report. Any debt-utilization or policy-held-share-sale points

Enrico Kevin Mills demanded full repayment of the 2024 and 2025 Notes from Socket Mobile, Inc. (SCKT) to resolve a dispute following the loss of his employment and board observer status. If repaid, Mills' beneficial ownership will drop from 742,493 shares (8.6%) to 316,199 shares (approximately 3.8%). While Mills intends to engage the board on governance, strategy, and financing, he reports no current plan for a change-of-control action. The repayment demand converts an 8.6% activist posture into a 3.8% passive stake, removing the 13D reporting obligation and the overhang of a potential proxy contest.

Stilwell Activist Fund and its affiliates reported 139,000 shares (9.9%) of CSB Financial. The Schedule 13D says the group seeks profit through share-price appreciation by asserting shareholder rights and believes the bank’s assets are not reflected in its market price; it reports no current Item 4 plans or proposals.

Shake Shack reported Q2 2026 revenue of US$417.62 million, up from US$356.47 million a year earlier. Net income dipped to US$15.68 million from US$17.15 million as higher beef costs and operating expenses compressed margins. Activist hedge fund Starboard Value revealed a substantial stake and intends to push for cost efficiencies and governance changes. Same-Shack sales rose 3.5% with 2% traffic growth and strong digital mix, marking 22 consecutive quarters of positive same-Shack sales.

Maran Capital Management and affiliates report a 14.7% stake in Pure Cycle Corp via an amended 13D. On August 4, 2026, the group nominated five candidates for election to Pure Cycle's board at the 2027 annual meeting. The nominees include Daniel J. Roller (Maran's founder), Anya Civitella, R. Rimmy Malhotra, John D. McAnnar, and Ian K. Patel. The group entered a Group Agreement coordinating joint 13D filings, proxy solicitation, trading restrictions, and expense sharing.