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  • The Morning Update with the Weekly Review (Feb 6, 2023)

The Morning Update with the Weekly Review (Feb 6, 2023)

The Morning Update, the pre-market recap for SPAC Track Pro subscribers.

SPAC Market Snapshot

Activity last Week:

Deals

  • 3 Mergers Announced

  • 2 Completions

    • Nuburu [$BURU] & Tailwind, AERWINS [$AWIN] & PONO

  • 3 Terminations

    • $VHAQ & Suneva, $VCXB & Sparks Energy, $FRXB & Hyperloop TT

IPOs and New S-1s

  • 1 IPO: Cetus Capital [$CETU-U]

  • No new registrations

  • 5 Liquidated and 6 Liquidations Announced

  • 20 SPACs liquidated in 2023 and 7 are in the process of liquidating

Current Stats:

  • Total SPACs Searching: 349

  • Announced Deals: 151

  • Total Active SPACs: 508

SPAC Trading Stats (prev. session)

The Deals

  • Cascadia [$CCAI] & RealWear

RealWear®️ is the world’s leading provider of assisted reality wearable solutions that engage, empower, and elevate the modern frontline industrial worker to perform work tasks more safely, and with increased efficiency and precision. RealWear gives these workers real-time access to information and expertise, while keeping their hands and field of view free for work. RealWear is field proven with world-class customers around the world.

News & De-SPAC Updates

  • A crack in the SPAC? Hub Security's SPAC [with Mount Rainier $RNER] merger in danger of falling through: The Israeli cyber company postponed the completion date of its $1.28 billion SPAC merger to thNewse end of the month after one of the anchor investors backtracked (CTech)

  • Quantum computing star D-Wave [$QBTS] faces cash crunch, investors say (The Globe and Mail)

  • Ex-SoFi Boss Cuts Funding Targets for Blockchain Startup; Mulls Spin Offs (BB)

But recently, things have gotten tougher. In the last few months, several senior leaders have left Figure, including the president and chief financial officer; it scrapped an attempt to take its lending business public through a special purpose acquisition company [Figure’s SPAC was Figure Acquisition Corp (FACA): now liquidated]; and executives slashed their targets on an ambitious fundraising effort.

The company is currently seeking to raise $100 million, according to people familiar with the matter who asked not to be identified because the discussions were private. That’s one-third the sum it initially planned. Figure is not in any serious deal talks at the moment, the people said, and the startup is likely to delay raising money rather than agree to a down round at a lower valuation.

“We’re just dealing with a lot of headwinds in the industry right now,” Cagney said in an interview. “It’s a very hard market.” Figure and Cagney declined to comment on the funding efforts, which have not been previously reported.

Figure is one of countless once-hot startups now suddenly forced to contend with an icy environment for venture capital, particularly in the world of crypto. But the company is higher-profile and better funded than most.

Cagney left Social Finance Inc. in 2017, under a cloud of allegations over a toxic and “sexually charged corporate culture” at the company, according to a lawsuit. Cagney also admitted that he had had consensual sexual relationships with female subordinates. Cagney said at the time he would not tolerate harassment at SoFi and said he resigned to avoid “distraction from the company’s core mission.” Despite the scandal, Cagney was quickly able to raise money for his next venture, and Figure brought in more than $400 million from investors including Peter Thiel’s Mithril Capital and crypto firms like Digital Currency Group, according to PitchBook data.

  • Delaware ruling may create SPAC havoc (Axios)

A Dec. 27 opinion by a Delaware Chancery Court judge may cause trouble for some companies that went public by merging a special purpose acquisition company (SPAC) with a dual-class share structure.

Driving the news: Over the last couple of weeks, a number of such companies filed requests in court, essentially asking for a defect in their corporate structure to be blessed so that it doesn't cause further issues.

Details: In an opinion for a lawsuit against online retailer Boxed — regarding legal fees — Vice Chancellor Morgan Zurn concluded that Class A and Class B are two separate common stock classes, not series. Therefore, holders of the two categories of stock should get to vote separately. This, in turn, can invalidate previous and future votes if not done separately.

SPAC Updates

Liquidations / Terminations

Terminated:

  • Viveon Health [$VHAQ] & Suneva Medical. “Viveon sent a letter informing Suneva’s legal counsel that Viveon decided, effective immediately, to unilaterally terminate the Merger Agreement pursuant to Sections 10.2(a) and 10.3 thereof, based upon material breaches of the Merger Agreement by Suneva”. (PR)

  • 10X Capital Venture III [$VCXB] & Sparks Energy. The parties mutually agreed to terminate and “the Parties agreed to a mutual release of all claims related to the Merger Agreement, the transactions contemplated thereby, and the complaint filed by the Plaintiffs against Defendant in the Delaware Court of Chancery.” (SF)

  • Forest Road II[$FRXB] & Hyperloop Transportation Technologies. “Considering the significant time to close the business combination, coupled with prevailing market conditions, both parties decided that terminating the agreement is in the best interest of their respective shareholders and employees.” (SF)

Completions/ Merger Votes

Completions:

  • PONO Capital (PONO) & AERWINS [$AWIN].

    • “Pursuant to the Agreement, the Purchasers agreed to purchase an aggregate 3,196,311 shares of common stock of AERWINS, Inc. which was immediately exchanged for 5M shares of common stock.” (SF)

Merger Votes:

  • European Biotech [$EBAC] & Oculis SA set: Feb 28. (SF)

  • HPX [$HPX] & Ambipar Emergency Response set: Feb 28. (SF)

  • TPB I [$TPBA] & Lavoro set: Feb 22. (SF)

  • AMCI II [$AMCI] & LanzaTech NZ adjourned the merger vote meeting again to Feb 6 at 3pm EST. (SF)

Deal Updates

  • Leo II [$LHC] & World View filed an investor presentation for the deal.(SF)

  • Mount Rainier [$RNER] & HUB Security announced that the Chairman of HUB is replacing the CEO ahead of the closing expected later this month. In addition the new CEO will replace the VP of Human Resources resigned and her duties would be taken on by the new CEO until a replacement is found. (PR)

  • AMCI II [$AMCI] & LanzaTech NZ entered into an FPA for an over-the-counter Equity Prepaid Forward Transaction for up to 10M shares. More details: SF

  • Perception Capital II[$PCCT] & Spectaire file an investor presentation for the deal. (SF)

Extensions

Approved / Funded:

  • Jaws Mustang [$JWSM]: approved to Feb 2024 .Shareholders redeemed 101,396,386 shares or an estimated ~98% of the public SPAC shares. Following the redemption, an estimated ~$19M remains in trust. (SF)

  • Noble Rock [$NRAC] corrects its redemption number to 21,240,830 from the previously disclosed value of "21,20,830". (SF)

  • Vision Sensing [$VSAC] deposited $1,012,000 into trust to extend from Feb 3 to May 3. (PR)

Updates:

  • Mountain I [$MCAA] reports that 11,614,962 shares have been redeemed ahead of its extension vote, prior to potential reversals. (SF)

  • Digital Health [$DHAC] extended the date by which the Company has to consummate a business combination from Feb 8 to May 8. The extension is the first of three additional three-month extensions permitted. (SF)

  • Mountain Crest III [$MCAE] reports that 1,511,340 shares have been redeemed ahead of its extension vote. This equates to 95% of the remaining shares, leaving 85,366 non-redeemed shares, before potential reversals. (SF)

Postponed:

  • Intelligent Medicine [$IQMD] to Feb 8(PR)

  • Priveterra [$PMGM] again to Feb 10.(SF)

More

  • Berenson I[$BACA] & warrants were delisted by NYSE due to low price levels. (PR)

  • Anzu Special I [$ANZU] reports that its non-binding LOI target reported previously is Envoy Medical Corp and filed Envoy’s investor presentation, ahead of its upcoming extension vote. (SF)

Key Filings

Extensions:

  • Prime Impact I [$PIAI] (PRE)

  • CF VIII [$CFFE] (PRE)

  • Springwater Special Situations [$SWSS] (DEF)

S-4 Filings*:

  • KludeIn I [$INKA] & Near (S-4/A)

  • Data Knights [$DKDCA] & OneMedNet (S-4/A)

  • Alset Capital [$ACAX] & HWH International (S-4/A)

  • Summit Healthcare [$SMIH] & YS Biopharma (YishengBio) (F-4/A)

  • European Biotech [$EBAC] & Oculis SA (EFFECT)

  • HPX [$HPX] & Ambipar Emergency Response (EFFECT)

  • TPB I [$TPBA] & Lavoro (EFFECT)

  • GX II [$GXII] & NioCorp (S-4/A)

Post-Close S-1 Filings**:

*Latest S-4 filings are found in the “Deal Details” view under the column “S-4 Link”
**including PIPE resale registrations where applicable — latest post-merger S-1 filings are found in the “De-SPAC" view under the column “Post-Close S-1”

Key Event Calendar:

See the full calendar with proxy links here.

Thanks for reading,

The team at SPAC Track (spactrack.io)

Abbreviations: DA: Definitive Agreement, MA: Merger Approved, PR: Press Release, SF: Company filing with the SEC, IP: Investor Presentation, Bloomberg: BB, Reuters: RTS, TechCrunch: TC, Business Insider: BI

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