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Fertitta wants to jump while Grab couldn't stick the landing

The Nightcap newsletter: SPAC Track’s nightly recap of the action in the SPAC world. (December 2, 2021)

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

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The Stats:

The Deals (2):

1) BOA Acquisition Corp. (BOAS: warrants +2.12%) & Selina

Merger Partner Description:

Selina is one of the world's largest hospitality brands built to address the needs of Millennial and Gen Z travelers, blending beautifully designed accommodation with coworking, recreation, wellness, and local experiences. Custom-built for today's nomadic traveler, Selina provides guests with a global infrastructure to seamlessly travel and work abroad. Founded in 2015, each Selina property is designed in partnership with local artists, creators, and tastemakers, breathing new life into existing buildings in interesting locations around the world – from urban cities to remote beaches and jungles. Selina's portfolio includes 134 open or secured properties across 23 countries.

  • Valuation: $942M EV

  • PIPE: $55M including investments by South Light Capital (an affiliate of DigitalBridge), MORE Investment House and Sir Ronald Cohen, alongside BOAS’s sponsor and founder-led stockholders

  • Additional Financing: $15M backstop from BOA’Ss sponsor

  • Press Release

  • Investor Presentation

2) ArcLight Clean Transition Corp. II (ACTD: warrants +2.79%) & OPAL Fuels

Merger Partner Description:

OPAL Fuels LLC, a FORTISTAR portfolio company, is a leading vertically integrated renewable fuels platform involved in the production and distribution of renewable natural gas (RNG) for the heavy-duty truck market. RNG is a proven low carbon fuel that is rapidly decarbonizing the transportation industry now while also significantly reducing costs for fleet owners. OPAL Fuels captures harmful methane emissions at the source and recycles the trapped energy into a commercially viable, low-cost alternative to diesel fuel. OPAL Fuels also develops and constructs RNG fueling stations. As a producer and distributor of carbon-reducing fuel for heavy-duty truck fleets for over 15 years, the company delivers best-in-class, complete renewable solutions to customers and production partners.

  • Valuation: $1.75B EV

  • PIPE: $125M including investments by NextEra Energy, Inc., Electron Capital Partners, Gunvor Group, Wellington Management and Adage Capital Management, ArcLight affiliates

  • Additional Financing: Up to a $100 million preferred equity investment from affiliates of NextEra Energy

  • Press Release

  • Investor Presentation

News:

Fertitta Wants Out FAST

FAST Acquisition Corp. (FST) filed an 8-K noting that it received a Termination Notice from Fertitta Entertainment stating that the merger agreement could be terminated by either party if the closing had not occured by the “Termination Date” of 12/1/21.

FST countered with a letter stating that Fertitta is not permitted to terminate as, according to FST, the cause for the delay was Fertitta’s failure to deliver financial statements.

Fertitta’s “failure to deliver the financial statements required by Section 7.01(a) of the Merger Agreement no later than March 31, 2021, are unquestionably the primary cause of the failure of the Closing to occur by the Termination Date, and, as such, FEI continues to be bound to its obligations under the Merger Agreement in all respects.

The Company further stated that it intends to take all necessary steps to protect itself and its investors”

The merger agreement has not been terminated, at least not yet, and it appears FST is not going to back down easily.

FST had set 12/14 as the date for the shareholder meeting to vote on the merger with Fertitta Entertainment and as recently as this past Tuesday, the stock was trading over $11.50.

Merger Votes/ Completions:

  • 890 5th Avenue Partners, Inc. (ENFA) shareholders approved its merger with BuzzFeed

    • Closing is expected to be tomorrow, 12/3, with the ticker change to BZFD on Monday, 12/6. Closing of the Complex Networks acquisition will also close on 12/3.

    • The transaction raised appx $166M (including a $150M convertible note) implying an estimated ~94% of the public shares were redeemed

  • Merger Vote Set:

    • Athena Technology Acquisition Corp (ATHN) & Heliogen: 12/28

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

S-1s that went effective today:

  • Nextdoor Holdings (KIND: $10.69 -7.04%)

*when applicable

Quick News:

  • Seven Oaks Acquisition Corp. (SVOK) enters into a forward purchase agreement of up to 10M redeemed shares. Ticker change to BOXD is expected on 12/9

  • BuzzFeed News [BuzzFeed merging with 890 5th Avenue Partners, Inc. (ENFA)] Union Workers Walk Out in Protest on Day of SPAC Vote (WSJ—paywalled)

  • Grab (GRAB) Plunges 21% After Altimeter Deal Caps Biggest SPAC Merger (Bloomberg—paywalled)

IPOs to begin trading tomorrow*:

1) BioPlus Acquisition Corp. Announces Pricing of Upsized $200,000,000 Initial Public Offering (BIOS-U)

2) Blue Ocean Acquisition Corp Announces Pricing of Upsized $165 Million Initial Public Offering (BOCN-U)

3) Bullpen Parlay Acquisition Company Announces Pricing of $200 Million Initial Public Offering (BPAC-U)

4) ST Energy Transition I Ltd. Announces Pricing of $250 Million (Morgan Stanley SAIL) Initial Public Offering (STET-U)

*Priced as of this writing

New S-1s (2):

  • $250M, 1/2 Warrant

  • Focus: Mobility

  • Management: Shahraab Ahmad (Founder/CIO, Decca Capital),

  • Directors:Bryan Dove (Former CEO, Skyscanner)

  • $75M, 1 R (1/10 sh)

  • Focus: Technology Metals and energy transition critical materials

Upcoming Dates:

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

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.