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ACE Convergence finds a new partner while Spring Valley re-downloads SPAC Tinder

The Nightcap newsletter: SPAC Track’s nightly recap of the action in the SPAC world. (October 14, 2021)

Discover and track all of the SPACs at spactrack.net.

With another deal termination announced today, I felt it would be helpful for a refresher of all the SPAC deals we have lost this year.

In Memoriam:

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The Stats:

The Deals:

1) ACE Convergence Acquisition Corp. (ACEV: warrants +52.22%) & Tempo Automation

  • Merger Partner Description:

Tempo Automation is a leading software-accelerated electronics manufacturer, transforming the way top companies innovate and bring new products to market. Tempo’s unique automated manufacturing platform optimizes the complex process of printed circuit board manufacturing to deliver unmatched quality, speed and agility. The platform’s all-digital process automation, data-driven intelligence, and connected smart factory create a distinctive competitive advantage for customers—to deliver tomorrow’s products today. From rockets to robots, autonomous cars to drones, many of the fastest-moving companies in industrial tech, medical technology, space, and other industries partner with Tempo to accelerate innovation and set a new tempo for progress.

  • Valuation: $936M EV

  • PIPE: $82M including investments from existing Tempo investors: Point72 Ventures and Lux Capital, and also from the sponsor

  • Additional Financing: $95M backstop ($25M from sponsor), $25M convertible note from the sponsor and $54M debt facility

  • Press Release

  • Investor Presentation

Merger Votes/ Completions:

  • Legato Merger Corp. (LEGO) shareholders approve its merger with Algoma Steel

    • A total of 716 shares were redeemed (~0%)

    • Closing is expected to occur the week of October 18th with the ticker change to ASTL upon closing

  • Horizon Acquisition Corp. (HZAC: $11.28 +9.30%) shareholders approve its merger with VividSeats

    • HZAC also announced that DraftKings would invest in the PIPE through the assumption of a portion of Elridge’s (the sponsor) investment

  • VPC Impact Acquisition Holdings (VIH) shareholders approve its merger with Bakkt

    • ~41% of public shares were redeemed

    • The merger is expected to close on 10/15 with the ticker change to BKKT on 10/18

News

AeroFarms and Spring Valley Acquisition Corp. Mutually Agree to Terminate Business Combination Agreement

Dream Holdings, Inc. (“AeroFarms”), a certified B Corporation and leader in indoor vertical farming, and Spring Valley Acquisition Corp. (SV: $9.93 +10.46%), a publicly traded special purpose acquisition company, announced today that both companies have mutually agreed to terminate their previously announced agreement and plan of merger (the “Business Combination Agreement”), effective immediately. Neither party will be required to pay the other a termination fee as a result of the mutual decision to terminate the Business Combination Agreement.

Spring Valley intends to continue to pursue the consummation of an initial business combination prior to the dissolution deadline of May 27, 2022 (unless such date is extended in accordance with Spring Valley’s governing documents).

Hydrogen Fuel Firm ECombustible Eyes Up to $1 Billion SPAC Deal (Bloomberg—paywalled)

ECombustible, a maker of hydrogen-based fuel, is in talks to merge with blank-check firm Benessere Capital Acquisition Corp. (BENE), according to people with knowledge of the matter.

Benessere is discussing a potential deal that could value the combined entity at about $800 million to $1 billion, the people said, asking not to be identified because the information is private. 

Details of the potential transaction could still change, and there’s no certainty the negotiations will lead to an agreement, the people said. Representatives for ECombustible and Benessere declined to comment. 

Miami-based ECombustible is developing a hydrogen-based alternative fuel and has been running industrial-scale tests on its technology over the past few months, according to its website. 

Jorge Arevalo, a former real estate investor and hotelier, founded the company about a decade ago. Arevalo says a realization of the power required to support those property developments, and a study of Nobel laureate Irving Langmuir’s research on clean energy, inspired him to start ECombustible, according to his LinkedIn profile. 

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Quick News:

  • Bird, Switchback II Corporation’s (SWBK) merger partner, Announces Upsizing of Vehicle Financing Credit Facility with Apollo from $40M to $150M

Tracking De-SPAC S-1s (including PIPE resale registrations):

IPOs to begin trading tomorrow*:

1) Sanaby Health Acquisition Corp. I Announces Pricing of $150 Million Initial Public Offering (SANB-U)

2) PepperLime Health Acquisition Corporation Announces Pricing of $150 Million Initial Public Offering (PEPL-U)

3) Founder SPAC Announces Pricing of $275 Million Initial Public Offering (FOUN-U)

*Priced as of this writing

New S-1s (3):

  • $200M, 1/2 Warrant (2 warrants = 1 share)

  • Focus: Healthcare Tech

  • $175M, 1/2 Warrant, and 1 Right contingent on non-redemption to receive 1/4 Warrant following the business combination

  • Focus: Biopharma or tech-enabled B2C globally

  • Management:Jin-Goon Kim (Former CEO of Li Ning Company)

3) Metal Sky Acquisition Corp (Ticker not available yet)

  • $100M, 1 Warrant (2 warrants = 1 share), 1 Right (1/10 of a share) 

  • No Focus

Upcoming Dates:

This Week’s Announced Shareholder Meetings, Unit Splits, Warrant Redemptions, and Expected Ticker Changes

—Nothing on the docket for tomorrow—

See the full calendar here.

Thanks for reading,

SPAC Track

Note: Share prices only included if 5%+ moves and for all De-SPAC PIPE entries
DISCLAIMER: The information provided in this newsletter is for your convenience only and is not intended to be treated as financial, investment, tax, or other advice.