A Second Billionaire Throws in the Towel

Zell bows out, another De-SPAC merger, and terminations aplenty in this edition of the Weekly SPAC Review, a newsletter recapping the previous week's SPAC activity.

Good Afternoon,

There were 4 deals announced this week, however, a flurry of terminations and a couple of IPOs resulted in an increase in the number of SPACs searching for a dance partner.

Another liquidation announcement- this one from Sam Zell's SPAC. According to SeekingAlpha, the billionaire real estate titan said back in November that he thinks 80% of SPAC sponsors will "disappear and will go do something else."

This liquidation makes Zell the 2nd billionaire to back out of the SPAC game this year. The first being Bill Ackman, as he opted to liquidate PSTH. It also marks the 17th SPAC to announce liquidation this year.

The deals included an exporter of potassium owner of oil and gas assets in Kazakhstan and an industrial blue laser company.

We also now have a 3rd De-SPAC match on the year: CarLotz is set to merge with Shift Technologies. Earlier this year DraftKings closed its acquisition of Golden Nugget Online Gaming and just last week Nikola announced it was acquiring Romeo Systems.

Let's begin.

Where Are They Now:

De-SPAC Over $10: ChargePoint [$CHPT] — $18.86 (completed its merger in Feb 2021)

De-SPAC Under a Dollar Club: Dave [$DAVE] — $0.65 (completed its merger in Jan 2022)

The Stats

SPAC Market Snapshot

  • Activity last Week: 4 Mergers Announced, 1 Merger Completed, 2 IPOs, 5 Terminations, 1 Liquidation Announced (17 Announced YTD)

  • Total SPACs Searching: 574

  • Total Live Deals: 113

  • Total Active SPACs: 692

Weekly Gainers & Losers*

Monthly Gainers & Losers*

*prices as of close on Aug 12th

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News & De-SPAC Updates

  • Redbox [$RDBX] is delisted following the closing of its acquisition by Chicken Soup for the Soul Entertainment (PR)

  • Special Opportunities Fund (SPE) announces it has filed a class action lawsuit filed against FAST [$FST] in the Delaware Court of Chancery for its handling of the settlement associated with the termination of the Fertitta Entertainment deal (PR)

  • De-SPAC Merger: CarLotz [$LOTZ] to merge with Shift Technologies [$SFT] in a stock-for-stock merger with an expected exchange ratio for CarLotz holders (actual will be adjusted at closing) of 0.692158 shares of Shift common stock for each share of CarLotz common stock. The Merged company will continue to trade as SFT. (PR)

  • Arrival [$ARVL] slashes production targets to just 20 EV vans as part of restructuring (TC)

  • Judge approves Asurion's $110 million purchase of Enjoy Technology [OTC: $ENJYQ] (RTS)

The Deals

  • Liberty Resources [$LIBY] & Caspi Oil Gas at a $427M Pro-forma enterprise value (PR)

  • OceanTech I [$OTEC] & Captura Biopharma at a $224M Pro-forma equity value (PR)

  • Tailwind [$TWND] & NUBURU at an appx. $350M Pre-money enterprise value (PR)(IP)

  • CENAQ Energy [$CENQ] & Bluescape Clean Fuels (will form Verde Clean Fuels) at a $280M Pro-forma equity value (PR) (IP)

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SPAC Updates

Merger Votes / Completions

  • Completed: CHW (CHWA) & Wag Labs! [$PET] (PR)

  • Vote Date Set:

    • CF VI [$CFVI] & Rumble (9/15)

    • Ventoux CCM [$VTAQ] & Presto (9/6)

    • Golden Path [$GPCO] & MC Hologram (9/8)

Liquidations / Terminations

  • Terminations:

    • Breeze Holdings [$BREZ] & D-Orbit (PR)

    • Broadscale [$SCLE] & Voltus (SF)

    • Edoc [$ADOC] & Calidi Biotherapeutics (PR)

    • Pono Capital [$PONO] & Benuvia (PR)

    • Mudrick Capital II [$MUDS] & Blue Nile (SF)

  • Liquidations:

    • New Liquidation 1: Equity Distribution [$EQD] announces it will liquidate effective Sep 19th with a $10.01 redemption price (PR)

      • NYSE has suspended trading of EQD warrants (PR)

    • Liquidation Update: FAST [$FST] announces that it expects the redemption price to be $10.02 with the liquidation effective as of Aug 26th (PR)

    • SCVX [$SCVX] liquidated Aug 11th

Deal Updates

  • The PIPE That Keeps Giving: East Stone [$ESSC] reported it has added $200M to its PIPE in connection with its merger with ICONIQ. The SPAC previously reported that it raised $200M in PIPE financing in April and another $200M in June, bringing the new total PIPE proceeds to $600M (SF)

  • Outside Date Extended: Golden Path [$GPCO] and MC Hologram amend the merger agreement to, among other things, extend the outside date to Dec 31st (SF)

  • PIPE Check: Digital Health [$DHAC] reports it has added PIPE financing in connection with its merger with VSee Labs & iDoc Telehealth Solutions: at least $100M in convertible notes and warrants (SF)

Notable Extensions

  • Digital World [$DWAC], has reported a tentative meeting date to extend its deadline from Sep 8th of this year to Sep 8th, 2023. The official meeting date will be reported in the definitive proxy when filed (SF)

  • Chamath's SCH IV [$IPOD] and SCH VI [$IPOF] file preliminary proxies to extend the deadline from October to an undisclosed date in 2023

More

  • Departures: Simon Property Group Acq. [$SPGS] reported that David Simon, the CEO of Simon Property Group, resigned from his position as Chairman of SPGS. Eli Simon, the CEO of SPGS and son of David Simon, was appointed to replace David as Chairman. (SF)

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Key Filings

SPAC S-4 Filings

*Latest S-4 filings can be found by SPAC Track Pro subscribers in the “Deal Details” view under the column “S-4 Link”

De-SPAC/ Post-Merger S-1s

S-1s

S-1 Effective:

  • Senti Biosciences [$SNTI]

  • MSP Recovery [$MSPR]

  • Global Business Travel Group [$GTBG]

  • SpringBig [$SBIG]

*including PIPE resale registrations where applicable — latest post-merger S-1 filings can be found by SPAC Track Pro subscribers in the “De-SPAC" view under the column “Post-Close S-1”

Upcoming Dates:

See the full calendar with proxy links here.

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
DISCLAIMER: The information provided in this newsletter is for your convenience only and is not intended to be treated as financial, investment, tax, or other advice. SPAC Track and its parent, CommonFi, do not make any guarantees, representations, or warranties as to, and shall have no liability for, the timeliness, truthfulness, sequence, quality, completeness, or accuracy of any of the information or data provided in this newsletter or on the SPAC Track website.