Coffee, Donuts, and Data Security

The Nightcap newsletter: SPAC Track’s nightly recap of the action in the SPAC world. (August 24, 2021)

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Thanks for reading the Nightcap by SPAC Track. You can always discover and track all of the SPACs at spactrack.net.

The Stats:

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The Deals:

None today.

News:

Apollo seeks $500 million fund to invest in SPACs (Reuters)

Apollo Global Management Inc is raising $500 million for a fund to invest in special purpose acquisition companies (SPACs), the buyout firm's latest move to capitalize on the investment trend, people familiar with the matter said on Tuesday.

Apollo's fund, one of the first of its kind, will buy stakes in the initial public offerings and private placements of SPACs, as well as provide liquidity to SPAC managers by acquiring their founder shares, the sources said, requesting anonymity because the matter is confidential.

Xi’s Data Clampdown Spurs Novel Solution From Tim Hortons China (Bloomberg—paywalled)

The company running the Chinese business of Canadian coffee shop chain Tim Hortons is proposing a novel solution to address Beijing’s data security concerns as it seeks to go public in the U.S. through a blank check company. 

Tim Hortons China said that as part of its merger with Silver Crest Acquisition Corp. (SLCR: $9.79), it will create an independent entity incorporated in China, which will have the “sole purpose” of safeguarding and protecting customer data. Tim Hortons China will not own any equity in the entity, called NewCo in the filing, which will provide its services back to the parent at cost.

Tim Hortons China “believes that the creation and operation of NewCo directly addresses the valid concerns highlighted by recent statements by the Cyberspace Administration of China (“CAC”) as they have been articulated to date,” it said in a filing.

The company said it will inform the CAC of its plans and made clear the agency and other regulators still need to sign off on the approach. The new data entity will be jointly owned by a Chinese citizen who lives in the country, the company said, without specifying an identity.

Under President Xi Jinping, Beijing has been stepping up scrutiny of data practices at listed companies and vowed in July to crack down on securities violations. It just proposed new regulations that require virtually any company seeking to go public abroad to get CAC approval. Many companies planning initial public offerings have been left in limbo, struggling for solutions.

Regulators have made an example of Didi Global Inc., the ride-hailing giant that went public in June, just ahead of the proposed rules. The CAC said it found serious violations in the way the company collected and used personal information.

Quick News Corner:

  • Northern Star Investment Corp. II (NSTB: $9.87) Announces Postponement of Special Meeting (was to be held on Aug 30th) to a to-be-determined date due to ongoing SEC review of the S-4

  • Fifth Wall Acquisition Corp. I (FWAA: $12.10) completes business combination with SmartRent. Set to trade as SMRT tomorrow

    • SmartRent has received $450M in proceeds net of transaction fees and expenses, including the $155M PIPE

  • Locust Walk Acquisition Corp. (LWAC: $8.76) shareholders approve merger with eFFECTOR Therapeutics with closing expected tomorrow and ticker change to EFTR on Thursday the 26th

    • 16,978,642 shares were redeemed (97% of public shares) leaving ~$5.2M in trust

    • With $60.7M PIPE, eFFEctor to receive $65.9M in proceeds

    • eFFector has waived min. cash condition

  • Alpha Healthcare Acquisition Corp. (AHAC: $10.10) shareholders approve merger with Humacyte with closing expected on the 26th and ticker change to HUMA on the 27th

  • TPG Working With JPMorgan, Goldman Sachs on IPO Plan (Bloomberg—paywalled)

De-SPAC S-1 Tracker

  • Markforged (MKFG: $8.71 +4.19%) and Alight (ALIT: $10.50 -1.78%) S-1s went effective today

  • Hippo (HIPO: $4.47) filed its S-1

  • Lucid Motors (LCID: $22.83) filed its 424B3 prospectus today. Lucid’s PIPE has a lock-up period noted below in the S-1:

Pursuant to the PIPE Subscription Agreements, from February 22, 2021 until the later of (i) September 1, 2021 and (ii) the date the registration statement of which this prospectus forms a part is declared effective (the “PIPE Lock-up Period”) and subject to certain exceptions, none of the investors in the PIPE Investment (the “PIPE Investors”) are permitted to transfer the shares so purchased (the “Subscribed Shares”).

New S-1s (3):

  • $200M, 1/2 warrant

  • Focus: Technology-enabled solutions with high-growth, mission-critical applications in government and commercial markets

  • Directors:Michael Ruettgers (Former Chairman & CEO of EMC Corporation)Ret. Admiral William Fallon

2) Mountain & Co. I Acquisition Corp. (Ticker not available yet)

  • $200M, 1/2 warrant

  • Management: Cornelius Boersch (Founder of the predecessor company of ACG AG)

  • Directors:Philipp Rösler (Former Vice-Chancellor of Germany and Former Director of Volkswagen)

3) Kairous Acquisition Corp. Ltd (Ticker not available yet)

  • $50M, 1/2 warrant, 1 right (1/10th share)

  • Focus: Asia

Upcoming Dates:

This Week’s Announced Shareholder Meetings, Unit Splits, Warrant Redemptions

Wed, August 25

  • Merger Meetings: Good Works Acquisition Corp. (GWAC: $9.76) & Cipher MiningTortoise Acquisition Corp. II (SNPR: $8.78) & Volta

Thurs, August 26

  • Merger Meeting: LGL Systems Acquisition Corp (DFNS: $9.89) & IronNet

Fri, August 27

  • Merger Meetings: Blue Water Acquisition Corp. (BLUW: $9.91) & Clarus TherapeuticsTWC Tech Holdings II Corp (TWCT: $9.91) & Cellebrite

Thanks for reading,

SPAC Track

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.