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Nightcap: Lucid and CCIV will try again tomorrow

Nightly recap of the day's SPAC highlights (July 22, 2021)

Good evening,

Thanks for reading the “Nightcap”, a nightly recap of the highlights in the SPAC world. You can always discover and track all of the SPACs at spactrack.net.

The Stats:

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The Deals:

None today.

Deal News:

Lucid Motors’ $4.5 billion merger is being held up by spam filters and Robinhood traders (The Verge)

Lucid Motors is on the precipice of completing a merger that will give the Saudi-owned electric vehicle startup $4.5 billion in fresh capital. But the deal is being held up, in part, by spam filters.

The California-based startup is merging with a special purpose acquisition company, or SPAC, called Churchill Capital IV (CCIV: $22.90) that is already listed on the New York Stock Exchange. For the merger to go through, Churchill shareholders have to approve a number of proposals that outline the terms. That vote was supposed to close today, but Churchill extended the deadline to Friday because not enough shareholders have approved a key proposal.

There are a few possible reasons why. The first is the spam filter issue. To participate in that vote, shareholders are sent a specific code. It’s possible, Churchill chairman Michael Klein said on a call with investors on Thursday, that some shareholders haven’t voted yet because these codes went straight to spam.

“It should have been mailed or emailed to all stockholders. I know this is technical. And I know that some of those emails may have gone into your spam folder or otherwise. But it’s critical and important to vote and to have the tools to vote,” he said. “I need to remind you to check your emails, and check your spam emails.”

The other reasons have more to do with just how wild the stock market has gotten in the last two years. Churchill announced the merger in February, and in the months since, its shares have been one of the most heavily traded of all the SPACs on the market. Some of that comes from people really believing in Lucid Motors and its potential in the growing market for electric vehicles. But since the beginning of the pandemic there’s been an enormous influx of “retail traders,” everyday people buying and selling stocks on apps such as Robinhood.

Press Release from the SPAC:

Churchill Capital Corp IV to Adjourn and Reconvene Special Meeting of Stockholders to Friday, July 23, 2021 to Allow Stockholders More Time to Vote on One Remaining Required Proposal for the Business Combination with Lucid Motors

At the Special Meeting, the company received overwhelming support for the business combination with Lucid, including over 97% of votes cast for the proposal to approve the business combination, led by existing core Churchill IV stockholders. However, given the higher required threshold for the proposal to adopt the post-closing company's certificate of incorporation, which is a condition to the consummation of the business combination, and the large number of new investors and new online trading platforms, the Company still needs additional votes to obtain approval for that proposal by a majority of its outstanding shares. As a result, the meeting has been adjourned to obtain the required votes.

Rascoff SPAC in Talks to Take Buyers Edge Platform Public (Bloomberg article behind paywall)

Buyers Edge Platform, a provider of software and analytics to food-service firms, is in discussions to go public through a merger with Spencer Rascoff’s Supernova Partners Acquisition Co. II Ltd. (SNII: $9.85), according to people with knowledge of the matter.

Rascoff’s special purpose acquisition company has sought to raise equity to support a transaction, said one of the people. A transaction value couldn’t immediately be learned. Terms haven’t been finalized and it’s possible the talks could fall apart.

Spokespeople for Supernova and Buyers Edge declined to comment.

Buyers Edge, led by Chief Executive Officer John Davie, processes and acquires purchasing data used by restaurants and other food-service operators. Clients include Hormel Foods Corp., Tyson Foods Inc. and JM Smucker Co., according to its website.

This month it announced a partnership with BiRite Foodservice Distributors. In 2019, Buyers Edge obtained a “significant investment” from New York-based growth capital fund Bregal Sagemount as well as debt financing from Goldman Sachs Group Inc. and AB Private Credit Investors.

Quick News Corner:

  • Gores Holdings VI, Inc. (GHVI: $14.47) completed its merger with Matterport. Will begin trading as MTTR tomorrow.

  • 10X Capital Venture Acquisition Corp (VCVC: $9.85) completed its merger with REE Automotive. Will begin trading as REE tomorrow.

  • CM Life Sciences, Inc. (CMLF: $11.60) shareholders completed its merger with Sema4. Will begin trading as SMFR tomorrow.

New S-1s (2)

  • $300M, 1/3 warrant

  • Focus: Media, digital media, entertainment, gaming, sports

  • Management: Joseph Ianniello (Former CEO of CBS Corporation)Marc DeBevoise (Former CEO of ViacomCBS Digital)Charles Pavlounis (Former CFO of CBS News)Dana McClintock (Former Chief Communications Officer of CBS Corporation)

  • Directors:Alan Mnuchin (Director of Sharecare and CEO of Ariliam Group)Dana Beth Ardi (Former Director of AMC Entertainment)

  • $100M, 1/2 warrant

  • Focus: Healthcare tech, particularly biotech and pharmaceuticals

Upcoming Dates:

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

Friday, July 23rd

  • Merger Meeting: Churchill Capital Corp IV (CCIV: $22.90) & Lucid Motors (Reconvened)

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SPAC Track