The Nightcap: Serving SPAC-to-Table

Nightly recap of the day's SPAC highlights (June 16th, 2021)

Good evening,

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

Looks like indoor farming is back on the menu in SPACland with Bloomberg reporting that Berlin-based Infarm is in advanced talks with Kernel Group Holdings, Inc. (KRNL: $9.71)— more on this below.

To refresh your memory… Spring Valley Acquisition Corp. (SV: $9.97) announced a merger with AeroFarms back in March and AppHarvest (APPH: $15.70) received approximately $475M of gross proceeds after completing its merger with Novus Capital Corp back in February.

AppHarvest announced today that it secured a $75M credit facility to “fuel expansion of its rapidly growing network of high-tech controlled environment agriculture (CEA) facilities in Central Appalachia.” The company currently operates a 60-acre facility with 2 more under construction and plans to have 12 high-tech farms by the end of 2025.

The Stats:

The Deals:

1) Roth CH Acquisition III Co. (ROCR: $9.90) & QualTek

  • Merger Partner Description:

Founded in 2012, QualTek is a world-class, technology driven provider of infrastructure services to the 5G wireless, telecom, and renewable energy sectors across North America. QualTek has a national footprint with more than 80 operation centers across the U.S. and Canada and a workforce of over 5,000 people. The company is also a leader in providing disaster recovery logistics services for electric utilities.

  • Valuation: $828.7M Pro-forma EV

  • PIPE: $66M

  • Additional Financing: $44M “Pre-PIPE” private placement convertible notes available to QualTek immediately that will convert into common stock of ROCR upon merger close.

  • QualTek Investor Presentation

Deal News Reports:

1) Kernel Group Holdings, Inc. (KRNL: $9.71) is in advanced talks to merge with Infarm, according to Bloomberg.

Infarm, a startup focused on indoor and urban farming, is in advanced talks to go public through a merger with Kernel Group Holdings Inc., a blank-check firm, according to people with knowledge of the matter.

A transaction would value the combined entity at more than $1 billion, said one of the people, who requested anonymity because the talks are private. Terms aren’t finalized and negotiations could still collapse.

Representatives for Kernel and Infarm didn’t immediately respond to requests for comment.

San Francisco-based Kernel, led by Chief Executive Officer Mark Gross, the former CEO of Supervalu, raised about $305 million in a February initial public offering.

Infarm, led by co-founder and CEO Erez Galonska, makes a so-called growing center, which at 10 meters (10.9 yards) to 18 meters high generates the crop-equivalent of as much as 10,000 square meters of farmland. They take six weeks to build, occupy 25 square meters of ground space and save up to 10 million liters (2.6 million gallons) of water per year.

The company touts its growing centers as being 400 times more efficient at food production than traditional soil-based agriculture. Infarm’s website says it provides fresh produce to half the world’s largest food retailers, including Whole Foods Market Inc., Marks & Spencer, Aldi and Kroger Co.

Founded in 2013 in Berlin, Infarm has said it plans to establish 100 growing centers by 2025, and has 15 planned or under construction in cities including Paris, London, Copenhagen, Tokyo and Seattle. Its backers include Atomico and Hanaco Venture Capital, PitchBook data shows.

New S-1 Filings:

1) PONO Capital Corp (PONO)

2) Fat Projects Acquisition Corp. (Ticker not available yet)

IPOs to Begin Trading Tomorrow*:

1) Corner Growth Acquisition Corp. 2 (TRON.U)

  • $175M, 1/3 warrant

  • Focus: Tech

  • Co-Chairman: John Cadeddu (General Partner & Managing Director of Corner Ventures)

  • Directors:

    • Alexandre Balkanski (CEO of Picarro and Former General Partner of Benchmark Capital)

    • Jason Park (CFO of DraftKings)

*Priced at the time of this writing

SPACs Leaving the Nest:

1) VG Acquisition Corp. (VGAC: $10.99) completed its merger with 23andMe. VGAC will trade as ME starting tomorrow, June 17. (Press Release)

23andMe raised approximately $592 million in gross proceeds to fuel growth and expansion in the company’s consumer health and therapeutics businesses. Capital from the transaction will also be used to invest in the Company's unique genetic and phenotypic database to help accelerate personalized healthcare at scale.

2) Silver Spike Acquisition Corp. (SSPK) completed its merger with WM Holding Company (Weedmaps). The combined company, WM Technology, Inc. (MAPS: $20.55) started trading today under the new ticker, MAPS. (Press Release)

The transaction provides $579 million of gross proceeds primarily comprised of $254 million of cash from SSPK’s former trust account and $325 million of cash from a private investment in public equity (PIPE), not including transaction fees. The PIPE is anchored by investors including funds and accounts managed by AFV Partners, the Federated Hermes Kaufmann Funds and Senvest Management LLC along with a $35 million commitment from Silver Spike Capital. $125 million in proceeds will be delivered to the balance sheet of WMH as primary capital, including to pay transaction expenses and used to fund the company’s planned growth, including further scaling its cloud-based WM Business SaaS subscription offering, and growing its active user base and business listings in the U.S. and international markets. $455 million in proceeds will go to existing WMH equity holders. WMH’s executive officers have rolled 100% of their equity holdings as part of the transaction.

3) Fortress Value Acquisition Corp. II (FAII: $10.28) shareholders approved the merger with ATI Physical Therapy, with 26% of outstanding shares redeemed (~$89.9M). The merger is expected to close today with FAII starting to trade as ATIP tomorrow, June 17.

Upcoming Dates:

This Week’s Shareholder Meetings and Unit Splits:

Thursday, June 17th

  • Hudson Executive Investment (HEC: $9.79) Shareholder Meeting to Approve Business Combination with Talkspace

  • Acies Acquisition Corp. (ACAC: $9.83) Shareholder Meeting to Approve Business Combination with Playstudios

  • Unit Split: Mountain Crest Acquisition Corp. III (MCAE.U: $10.16) to split into common shares and rights

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