SPAC IPO Level: World War Z

The Nightcap newsletter: SPAC Track’s nightly recap of the action in the SPAC world. (December 9, 2021)

With the 7 SPACs that hit the market today and another 5 priced tonight (as of this writing), the pre-holiday rush is certainly in full swing!

Discover and track all of the SPACs at spactrack.io

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The Stats:

The Deals:

None today

News:

SEC chair Gensler seeks tougher SPAC disclosure, liability rules (CNBC)

Securities and Exchange Commission Chairman Gary Gensler on Thursday floated several potential SPAC rules he hopes the regulator will consider as it works to oversee one of Wall Street’s up-and-coming ways to take companies public.

Among the ideas Gensler pitched were new rules around marketing practices, tougher disclosure requirements and liability obligations for SPAC “gatekeepers,” which could include sponsors, financial advisors and other bookkeepers.

Specifically, the SEC chief said he’d like to see new rules that compel SPACs to provide investors with more information about fees, expected equity dilution and conflicts, as well as better ways to access that information before an investment is made.

SPACs, or special-purpose acquisition companies, have been around for decades without much fanfare.

Also known as a blank-check company, a SPAC is a shell company that raises money and trades on public markets while looking to merge with a private company. Their eventual marriage will bring the private firm into the public marketplace, meaning that investors in the public SPAC will have an opportunity to own a piece of the still-private target.

The public push for new SPAC rules comes days after news broke that the SEC and other federal regulators are investigating a SPAC merger involving former President Trump’s fledgling media company.

The SPAC, called Digital World Acquisition Corp. (DWAC), disclosed in a filing earlier this week that regulators began asking for information about certain stock trades “that preceded the public announcement of the October 20, 2021 Merger Agreement” with Trump’s firm.

Gensler said Thursday that he is concerned by a disconnect between the amount of information that companies are required to provide through a traditional initial public offering versus the disclosures required from SPACs.

“Currently, I believe the investing public may not be getting like protections between traditional IPOs and SPACs,” the SEC chair said in remarks at the virtual Healthy Markets Association Conference. “Due to the various moving parts and SPACs’ two-step structure, I believe these vehicles may have additional conflicts inherent to their structure.”

NuScale planning to go public using SPAC process: financial adviser (S&P Global)

NuScale Power, the developer of the first US small modular reactor plant owned by engineering company Fluor, plans to go public by merging or being acquired by a special purpose acquisition company.

Parent company Fluor has said it is exploring options to reduce its majority ownership stake and seek ways to fund the development of the company and its initial project to build an SMR plant in Idaho.

Speaking during a conference Dec. 8 on nuclear plant financing sponsored by the US Nuclear Industry Council, Guggenheim Partners' Senior Managing Director James Schaefer said NuScale is going to go public through a SPAC. Guggenheim, which NuScale hired in May to explore alternatives for the company, is managing that process, Schaefer said.

"NuScale is in the process of evaluating strategic options to raise additional capital and accelerate the commercialization of NuScale's groundbreaking small modular reactor technology. We have no update at this time," company spokesperson Diane Hughes said Dec. 8.

Utah Associated Municipal Power Systems has said it plans to build a six-unit SMR plant using 77-MW NuScale reactor modules. NuScale received design approval from the US Nuclear Regulatory Commission for its 50-MW reactor module and is awaiting full certification of that design in the coming months. It plans to seek similar approval for the larger version of the reactor.

The company has held discussions with utilities in several countries about deploying SMR plants, executives have said, although no contracts have been finalized.

Merger Votes/ Completions:

  • FAST Acquisition Corp. (FST) is postponing its merger vote that was set for 12/14 to a future date that has not been set due to the previously reported disagreements between FST and Fertitta Entertainment — as a refresher, last week Fertitta Entertainment attempted to terminate the merger as the outside date passed, but FST responded advising the delay was due to Fertitta’s failure to deliver financial statements.

  • CBRE Acquisition Holdings, Inc. (CBAH) completes its merger with Altus Power. Will trade as AMPS starting tomorrow

    • The transaction raised appx $636.5M after an estimated ~10% of public shares were redeemed

  • Dragoneer Growth Opportunities Corp. II (Formerly DGNS) completed its merger with Cvent and began trading as CVT today

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Tracking De-SPAC S-1s (including PIPE resale registrations*):

S-1s that went effective today:

  • Better Therapeutics (BTTX: $5.89 -16.81%)

S-1/A filings:

424B3 filings (S-1 likely to go effective tomorrow):

*When applicable

Quick News:

  • MCAP Acquisition Corporation (MACQ) announces AdTheorent’s waiver of the min. cash condition ahead of their merger

  • Trebia Acquisition Corp. (TREB)’s merger partner, System1, the owner of MapQuest, announced that it has struck a deal to acquire RoadWarrior, “a subscription app focused on route planning for today’s ever-growing gig economy drivers”

IPOs to begin trading tomorrow*:

1) Financial Strategies Acquisition Corp. Announces Pricing of $87 Million Initial Public Offering (FXCO-U)

2) Athena Technology Acquisition Corp. II Announces Pricing of $250 Million Initial Public Offering (ATEK-U)

3) The Growth for Good Acquisition Corporation Announces Pricing of $220 Million Initial Public Offering (GFGD-U)

4) Trajectory Alpha Acquisition Corp. Announces Pricing of $150 Million Initial Public Offering (TCOA-U)

5) Forbion European Acquisition Corp. Announces Pricing of $110 Million Initial Public Offering (FRBN-U)

*Priced as of this writing

New S-1s (3):

  • $75M, 1/2 Warrant

  • Focus: Neuro-musculoskeletal in North America & Europe

  • $150M, 1/2 Warrant, 1 Right (1/10th of a share)

  • Focus: New economy (incl. Tech) across Middle East North Africa (MENA), Sub-Saharan Africa, South Asia, and Southeast Asia

3) Golden Star Acquisition Corp (Pending ticker)

  • $100M, 1 Right (1/10th of a share)

  • Focus: Asia

Upcoming Dates:

This Week’s Announced Shareholder Meetings, Unit Splits, Warrant Redemptions, Earnings, and Expected Ticker Changes

See the full calendar here.

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SPAC Track

Note: Share prices only included if 5%+ moves and for all De-SPAC PIPE entries
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