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The Weekly SPAC Review
A Bitcoin ATM deal, accounting troubles at a gold mining SPAC, and more in this edition of the Weekly SPAC Review, a newsletter recapping the previous week's SPAC activity.
Nick G.
August 28, 2022
Good Evening,
Last week in the SPAC realm there were 2 definitive deals announced (including a Bitcoin ATM company) and 1 MOU reported.
A South African-led SPAC targeting gold mining operations reported that it suspected its (now-ousted) CFO was making improper withdrawals from its operating bank accounts and concealing the actions by falsifying documents.
In other news, Softbank replaced the CEO at both of its sponsored SPACs, Better.com is apparently planning its fourth round of layoffs within a 9-month span, and Packable - which terminated its SPAC merger back in March - is reportedly going out of business.
More below.
The Stats
SPAC Market Snapshot
Activity last Week: 2 Mergers Announced, 1 Merger Completed, 0 IPOs, 0 Terminations, 2 Liquidations Announced (19 Announced YTD)
Current Stats
Total SPACs Searching: 570
Announced Deals: 111
Total Active SPACs: 685
Weekly Gainers & Losers*
Monthly Gainers & Losers*
*prices as of close on Aug 26th
SPAC Track Pro
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News & De-SPAC Updates
Genesis Growth Tech [$GGAA] enters into a memorandum of understanding (MOU) with Biolog-ID, a digital health solution provider focusing on value-chain optimization (SF)
GGAA has submitted a binding commitment and Biolog-id has the right to exercise its option to pursue the merger. If the option isn't exercised by Biolog-id, it will compensate GGAA for expenses incurred in connection with the proposed merger, up to $2M
Perella Weinberg Partners [$PWP] announces the completion of its warrant exchange offer (0.20 shares per warrant) and all remaining warrants will be exchanged at a 0.18 share per warrant ratio on Sep 7th (SF)
Top Amazon seller Packable begins liquidating and announces job cuts after failed SPAC attempt [with Highland Transcend I $HTPA] (CNBC)
Owl Creek Asset Management, a 3.745% owner, pens a letter to Cano Health's [$CANO] Board of Directors encouraging the company to pursue selling to a strategic buyer due to the "wide gap" in valuation between Cano and its peers (PR)
Blue Owl Capital [$OWL] announces the redemption of all its public warrants is complete (PR)
Singapore’s Grab [$GRAB] Says Revenue Grows 79% in Second Quarter (PR)
Otonomo [$OTMO] to lay off dozens of employees after losing over 90% of value (Calcalist)
Trump's Truth Social has trademark application denied as setbacks pile up [$DWAC] (Axios)
Better.com planning fourth layoff in less than 9 months [$AURC] (TC)
The Deals
SPAC Updates
Merger Votes / Completions
Completed: Riverview [$RVAC] & Westrock Coffee with the ticker change to WEST expected on Monday
Riverview reported ahead of its merger vote that shareholders have redeemed appx. 73.5% of the public SPAC shares, leaving appx. $66.3 million in the trust account (SF)
In addition, Riverview reported that its PIPE investors have acquired 2.01M shares in the open market, reducing their PIPE investment by $20.1M
Merger Approved: Software Acq. Group III [$SWAG] & Nogin (SF)
SWAG reported that it had received redemption requests, of 18.9M shares "that have not been withdrawn". The merger was expected to close Aug 24th with the ticker change to NOGN expected for Aug 25th
Terminations / Liquidations
Liquidations:
E.Merge Technology [$ETAC] announces it will liquidate effective Sep 4th at a $10.06 liquidation price (SF)
Isleworth Healthcare [$ISLE] cancels its shareholder meeting to vote on its extension, as it ops to liquidate effective as of market close on Aug 29th at a redemption price of appx. $10.01 (PR)
Ackrell SPAC Partners I [$ACKIT] announced that its merger partner, Blackstone (a maker of consumer griddles), informed ACKIT that it "declined to fund the final $200,000 pursuant to the promissory note the Company issued to Blackstone on June 21, 2022" that was to be used to extend ACKIT's deadline from Aug 24th to Sep 23rd. If ACKIT is unable to secure $200,000 by Aug 31st, the SPAC will "be forced" to liquidate (PR)
FAST [$FST] liquidated on 8/25
Deal Updates
CF VI [$CFVI] and Rumble amended the merger agreement from Aug 29th to Oct 31st to allow for"sufficient time for the special meeting of the Company’s stockholders to be held and the consummation of the Business Combination to occur" (SF)
LMF Acq. Opportunities [$LMAO] and SeaStar Medical entered into a stock purchase agreement with Tumim Stone Capital in which Tumim has committed to purchase up to $100 million of the combined company's common stock at the combined company's discretion after the merger closing (more information here)
Global Consumer [$GACQ] and Luminex amended the merger agreement, to among other things, extend the outside date to Dec 11th and to provide for the $180M in cash proceeds condition (SF)
Mountain Crest IV [$MCAF] files an investor presentation for its merger with CH-Auto
Software Acq III [$SWAG] entered into an arrangement with a financial institution, where the institution was to purchase appx 6M shares in the open market in a standby agreement reported here
Endurance [$EDNC] & SatixFy amend the merger agreement to, among other things, reduce the equity valuation to $365M, remove the min. cash condition of $115M, and extend the outside date to Nov 7th (SF)
Lakeshore I's [$LAAA] merger partner, ProSomnus, announced a $30M convertible note agreement with Cohanzick Management and CrossingBridge Advisors, conditioned on merger closing (PR)
Adit EdTech [$ADEX] and Griid extended the outside date to Oct 1st (SF)
Notable Extensions
East Stone [$ESSC] shareholders approved the extension of its deadline from Aug 24th to Feb 24th, 2023
Digital World [$DWAC], merging with Trump Media & Technology Group, sets Sep 6th as the date for its shareholder meeting to vote on permitting the SPAC to extend its deadline up to 12 months (4 times at 3 months each time) from Sep 8th to Sep 8th, 2023 (SF)
More
African Gold [$AGAC] reported that its Board discovered "improper withdrawals from its operating bank accounts and the subsequent concealment of these withdrawals", and upon investigation, found that it "appeared that Cooper Morgenthau, the Chief Financial Officer and a director of the Company, had made those improper withdrawals from and after January 2022 and took deliberate actions to conceal them, including by falsifying documents". Morgenthau has been terminated from his CFO position. (PR)
Softbank SPAC Changes: The CEOs of the two Softbank SPACs, SVF Investment [$SVFA] and SVF Investment II [$SVFB], Rajeev Misra and Munish Varma respectively, resigned from their posts and were both replaced by the CFO, Navneet Govil
Departures: David Crane, CEO and Director of Climate Real Impact Solutions II [$CLIM] resigns as President Biden appointed him to serve as Undersecretary for Infrastructure in the United States Department of Energy (SF)
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Key Filings
S-4 Filings*:
JATT [$JATT] & Zura Bio
Endurance [$EDNC] & SatixFy
Mount Rainier [$RNER] & Hub Cyber Security
Post-SPAC Merger S-1 Filings**:
Rubicon Technologies [$RBT]
Akili [$AKLI]
Semantix [$STIX]
Waldencast [$WALD]
FiscalNote [$NOTE]
Effective: Kalera [$KAL]
*Latest S-4 filings can be found by SPAC Track Pro subscribers in the “Deal Details” view under the column “S-4 Link”
**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)