The Morning Update

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

Author

Nick G.
November 17, 2022

Good morning,

In today's edition:

  • 3 deals announced since yesterday's newsletter

  • Former SPAC target opting for the direct listing route

  • Another potential De-SPAC marriage in the works

  • The early liquidations keep coming

SPAC Trading Stats (prev. session)

De-SPAC Gainers & Losers (prev. session)

News & De-SPAC Updates

  • Surf Air confidentially files for direct listing after ending SPAC deal (with $THCA) (RTS)

  • Otonomo [$OTMO: 2021 De-SPAC] in talks to merge with UK auto-tech rival Wejo [$WEJO: 2021 De-SPAC] (Globes)

  • Foxo Technologies [$FOXO: Sep 2022 De-SPAC (trading at $0.45)], Minnesota's newest public company, ousts its founder/ CEO and the COO (his brother)

The Deals

Yesterday afternoon:

1) Quantum FinTech [$QFTA] & AtlasClear (technology assets from Atlas Fintech Holdings Corp.)

AtlasClear plans to build a cutting-edge technology enabled financial services firm that would create a more efficient platform for trading, clearing, settlement and banking of evolving and innovative financial products with a focus on the small and middle market financial services firms. The team that will lead AtlasClear are respected financial services industry veterans that have founded and led other companies in the industry including Penson Clearing, Southwest Securities, NexTrade, and Anderen Bank.

  • Valuation: - Pro-forma enterprise value

  • Additional Deal Info: "AtlasClear also party to definitive agreement to acquire Federal Reserve Member, Commercial Bancorp of Wyoming; acquisition expected to close Q2 or Q3 2023 subject to regulatory approvals"

  • Note: On Nov 15, QFTA sent a termination notice to TradeStation

  • Press Release

2) Sagaliam [$SAGA] & Arabian Entertainment Company

Headquartered in Jeddah, Saudi Arabia, AEC is a premier owner and operator of fast casual restaurant franchises operating under the Applebee’s and Ocean Basket brands.

AEC has been in operation since 2001. Together with its parent company, Supraeon, AEC is a portfolio company of GLD Partners, LP., a Los Angeles based private equity firm (“GLD”).

This morning:

3) Goal [$PUCK] & Digital Virgo Group

Digital Virgo is one of the world’s leading mobile payment specialists, implementing powerful monetization ecosystems for telecom operators and merchants, serving as a single destination for customers' mobile content, entertainment, and commerce needs. Digital Virgo deploys global strategies to optimize the payment that consider strategic aspects such as localization, monetization, digital marketing, customer care or regulatory & compliance framework. Digital Virgo’s technological hub made of innovative platforms and tools enables them to respond to their partners' main challenges of scalability, complexity and security to drive their growth while improving their users’ experience. With more than 2 billion connected users and operating in 40+ countries, Digital Virgo’s global network of local offices allows them to roll out scalable and secure mobile commerce experiences worldwide.

SPAC Updates

Liquidations / Terminations

  • The Music Acquisition [$TMAC], which previously filed a definitive proxy seeking accelerated liquidation, reports the appx. redemption price to $10.07, and if shareholders approve the accelerated liquidation, expects the last day of trading to be Dec 1 with the redemption of all shares complete by Dec 2. (PR)

  • Atlas Crest Investment II [$ACII], which previously filed a definitive proxy seeking accelerated liquidation, reports that if shareholders approve the accelerated liquidation, it expects the last day of trading to be Dec 1 with the redemption of all shares complete by Dec 6. (SF)

New Accelerated Liquidation Seekers:

  • Big Sky Growth Partners [$BSKY] (SF)

  • KL [$KLAQ] (SF)

Definitive Proxy Filed for Accelerated Liquidation:

  • Arena Fortify [$AFAC] sets Dec 8 as the vote date with an appx. redemption price of $10.27. (SF)

  • Advanced Partners [$AMPI] sets Dec 14 as the vote date with an appx. redemption price of $10.08. (SF)

  • FTAC Zeus [$ZING] sets Dec 7 as the vote date with an appx. redemption price of $10.21. (SF)

  • SCP & CO Healthcare [$SHAC] sets Dec 8 as the vote date. (SF)

Merger Votes / Completions

Merger Approved

  • Global Consumer [$GACQ] & GP Global and Luminex. 18,133,785 shares were redeemed, or an estimated ~99% of the public SPAC shares. GACQ noted that it "intends to report any redemption reversals by either a press release or a Current Report on Form 8-K". (PR)

Deal Updates

  • Americas Technology [$ATA] & Rally amend the merger agreement to, among other things, revise the min. financing condition to at least $10M. (SF)

Extensions

  • Kingswood [$KWAC] reports that, if its extension amendment is approved, it will deposit the greater of $69,218.35 or $0.05 per share per month, for a total of the greater of $415,310.10 or $0.30 per share (if KWAC extends until May 23, 2023). (SF)

  • Maquia Capital [$MAQC] shareholders approved the extension from Nov 7 to May 7, 2023 with a deposit of $0.045 per public SPAC share each month. MAQC deposited $159,291.41 into trust to fund the first month of the extension. (SF)

More

  • OceanTech I [$OTEC], which yesterday announced its merger with Majic Wheels, reports that two of its board members have resigned, and the resignations "are not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices." (PR)

  • Kismet Three [$KIII] from Moscow: announced that it received a notice from Nasdaq, that its securities will be delisted because it had not timely filed its 10-Q for the period ended June 30, 2022. KIII "was provided until October 24, 2022, to submit its plan to file the Quarterly Report, however, the Company did not provide a plan for Nasdaq’s staff’s consideration." (SF)

  • Digital World [$DWAC] reported that a director and member of the audit and compensation committee, Justin Shaner, resigned. (PR)

Listings

IPOs, New S-1s

  • —

Registration Withdrawals

  • GP-Act III Acquisition Corp. (GPAT)

Key Filings

Extensions:

  • Epiphany Technology [$EPHY] (PRE)

  • Williams Rowland [$WRAC] (PRE)

  • Hennessy Capital Investment V [$HCIC] (PRE)

  • Roth CH IV [$ROCG] (PRE)

  • Americas Technology [$ATA] (PRE)

  • Athena Technology II [$ATEK] (PRE)

  • RMG III [$RMGC] (PRE)

  • Thunder Bridge Capital Partners III [$TBCP] (PRE)

  • Sagaliam [$SAGA] (PRE)

S-4 Filings*:

  • —

Post-SPAC Merger 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.

SPAC Track Pro:

Please note that a list of all the data points available on the Pro Screener with download eligibility can be found here:spactrack.io/data-catalog

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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