The SPAC Morning Update + Weekly Review (Dec 24)

SPAC Weekly Review

Activity this Week (Dec 18-22):

Deals

• 5 new mergers announced (all on Friday, described in detail below):

  • $LATG & Femco Steel Technology (FEMCO subsidiary)

  • $BACA & Custom Health

  • $SCRM & Lionsgate Studios (Lionsgate’s studio segment)

  • $OCAX & Powermers Smart Industries

  • $BRKH & Blaize

• 8 completions:

  • BRLI & Nukkleus ($NUKK)

  • CLIN & Alternus Clean Energy ($ALCE)

  • BYTS & Airship AI ($AISP)

  • DUNE & Global Gas ($HGAS)

  • PRSR & LeddarTech ($LDTC)

  • CLAY & Mobix Labs ($MOBX)

  • SMAP & Infrared Cameras ($MSAI)

  • NETC & Vast Renewables ($VSTE)

• 9 Deals in limbo (merger approved by shareholders, pending closing)

  • $ACAX & HWH International

  • $QFTA & Atlas Clear

  • $MCAF & CH-Auto

  • $ADEX & Griid Infrastructure

  • $NUBI & Honeycomb Battery Company

  • $ATAK & DIH

  • $APAC & DigiAsia

  • $EGGF & flyExclusive

  • $IOAC & Zoomcar

IPOs and New S-1s

• No new IPOs or registrations

Liquidations

• Last week, 4 liquidations were announced and 2 SPACs delisted ahead of their liquidations.

• 193 SPACs have liquidated in 2023 and 4 are in the process of liquidating.

Current Stats:

SPAC Daily Gainers & Losers (prev. session)

De-SPAC Daily Gainers & Losers (prev. session)

News & De-SPAC Updates

• AEye ($LIDR) announces upcoming 1-for-30 reverse stock split. — PR

The Deals — 5 Mergers Announced on Friday!

1) Chenghe I ($LATG) & Femco Steel Technology (FEMCO subsidiary) — PR

• Target Details:

  • HQ: Taiwan

  • Description: FST is a Taiwan-based company mainly engaged in the research and development, production, and sales of golf shafts. Its customers cover the world's major golf brand manufacturers and distributors. In addition to contract manufacturing of steel golf shafts, the Company also designs, manufactures and sells golf shafts under its proprietary brands.

• Valuation: $400M Pre-money equity value

2) Berenson I ($BACA) & Custom Health — PR

• Target Description: Custom Health provides a comprehensive technology-enabled medication management and managed care solution, resulting in 98% medication adherence for its patients across the United States and Canada.

• Valuation: $185M Pre-money equity value

3) Screaming Eagle ($SCRM) & Lionsgate Studios (Lionsgate’s studio segment) — PR

• Target Description: The deal positions the standalone Lionsgate Studios as a platform-agnostic, pure play content company with a deep portfolio of franchise properties including The Hunger Games, John Wick, The Twilight Saga and Ghosts, a robust film and television production and distribution business, a leading talent management and production company and a world-class film and television library.

• Valuation: $4.6B enterprise value

• Additional Financing / Deal Notes:

  • $175M PIPE at $9.63 per share

  • Conditions of purchasing public warrants for $0.50 per warrant and maximum proceeds of $175M.

• Investor Presentation

4) OCA Acquisition Corp ($OCAX) & Powermers Smart Industries — PR

• Target Description: Powermers Smart Industries, Inc. is a green-powered innovator at the intersection of modern engineering, fleet management solutions, and product platforms for the commercial transportation and industrial equipment sectors. PSI's revenue-generative business model interlocks diverse offerings, including equipment sales, energy solutions, logistics data services, financial services, marketplaces, and carbon credit solutions. PSI's portfolio of intellectual property assets includes patents representing fundamental technology advancements for improving safety and performance for lithium-ion batteries and other energy storage devices. PSI is headquartered in New York City and has global reach with offices in Asia and Europe.

• Valuation: $2B Pro-forma equity value

• Additional Financing / Deal Notes: The Sponsor and an investor in the sponsor will contribute $8M in promissory notes and a $2M PIPE investment.

5) BurTech ($BRKH) & Blaize — PR

• Target Description: Blaize has developed a suite of purpose-built, full-stack programmable processor architecture, and low-code/no-code software platform that enables AI processing solutions for high-performance computing in multiple large and rapidly growing markets. Its proprietary, purpose-built solutions are designed to enable enterprises to harness the power of AI at the periphery of the network and in the data center and deliver real-time insights and decision-making capabilities with speed and efficiency.

• Valuation: $894M Pro-forma enterprise value

• Additional Financing / Deal Notes: $25M convertible note and warrant commitment from Burkhan Capital, an affiliate of the Sponsor.

SPAC Updates

Liquidations / Terminations

• Fusion II ($FSNB) announced it intends to liquidate effective Dec 28 at an appx. redemption price of $10.67. — PR

Merger Votes / Completions

• Clean Earth (CLIN) & Alternus Energy Group: merger closed. The combined company, Alternus Clean Energy, will trade as ALCE starting Tuesday. — PR

• Brilliant (BRLI) & Nukkleus: merger closed. Nukkleus will trade as NUKK on Dec 26. — PR

• Adit EdTech ($ADEX) was halted for news pending. Shareholders approved the merger with GRIID Infrastructure on Nov 30.

• StoneBridge ($APAC) & DigiAsia: merger approved. 98% redeemed, leaving 37,429 public SPAC shares ($0.5M) before any potential reversals, which will be considered until the closing. — SF

• Pono Capital Three ($PTHR) & Robinson Aircraft Ltd., d/b/a Horizon Aircraft: set Jan 4 as the merger vote date. — SF

• EG ($EGGF) & flyExclusive announced they are still working to fulfill the requirements for the combined company to

  be listed on the NYSE American post-close. The merger is expected to close on the 27th. — SF

Deal Updates

• Andretti ($WNNR) & Zapata AI entered into an agreement with Lincoln Park Capital in which Lincoln Park agreed to buy up to $75M of Zapata stock over a 36-month period following the merger closing in exchange for a $1.7M commitment fee. — SF

Extensions

Upcoming Vote Updates:

• Focus Impact ($FIAC) postponed the meeting from Dec 26 to Dec 29 to allow for more time to engage with shareholders. At the redemption deadline, 90% redeemed, leaving 595,910 public SPAC shares, before any potential reversals which will be accepted up until the meeting. — SF

• bleuacacia ltd ($BLEU) reports that it intends to enter into non-redemption agreements in connection with the extension vote. — SF

Listings

Registration Withdrawals

• Abandoned:

  • Adnant Concepcion Acquisition Corp

  • Zi Toprun Acquisition Corp.

  • Phoenix Acquisition Ltd.

Key Filings

Extensions:

• Clover Leaf Capital Corp. ($CLOE) — PRE

• Zalatoris Acquisition Corp. ($TCOA) — PRE

• Churchill Capital Corp VII ($CVII) — PRE

• Deep Medicine Acquisition Corp. ($DMAQ) — PRER

S-4 Filings*:

• Pono Capital Three, Inc. ($PTHR) & Robinson Aircraft Ltd., d/b/a Horizon Aircraft — EFFECT

• Digital World Acquisition Corp. ($DWAC) & Trump Media & Technology Group — S-4/A

• Andretti Acquisition Corp. ($WNNR) & Zapata AI — S-4/A

• AP Acquisition Corp ($APCA) & JEPLAN — F-4/A

• Pegasus Digital Mobility Acquisition Corp. ($PGSS) & SCHMID Group — F-4/A

• AltC Acquisition Corp. ($ALCC) & Oklo — S-4/A

Post-Merger S-1 Filings**:

• JetAI ($JTAI) — EFFECT

• Spectral AI ($MDAI) — EFFECT

• Captivision ($CAPT) — F-1

• Able View Global ($ABLV) — F-1/A

*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 and view it in a sortable table form here.