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April 4, 2022
Welcome to the SPAC Research weekly newsletter.

Rule Changes
This week's news was dominated by the SEC's new proposed rules for SPACs.

Chair Gary Gensler's tone feels extremely punitive toward the SPAC concept. But one dissenting voice on the commission, Hester Peirce, appears more cautious about causing undue impact on the market with broad rule changes.

We're not going to try and make any predictions regarding the outcome of these proposed rule changes. But we are mulling a handful of questions: Is the SEC truly trying to level the playing field regarding projections between SPACs and regular IPOs? (Bloomberg's Matt Levine did a nice job last week explaining how traditional IPOs carefully disseminate projections through research analysts.) Could the SEC really be trying to lump SPACs in with "investment companies" per the Investment Company Act of 1940? What would it look like for SPAC IPO underwriters to carry liability for deSPAC offerings, and what are the as-yet unspecified conditions under which the SEC is looking to impose such liability upon them?

The financial media has generally taken a very cynical view of the proposed changes. But it's early in this process. It's possible that a bit more clarity around things like the safe harbor uncertainty could be positive for all parties. We'll be watching closely over the next 60 days as public comments on the proposed rule changes roll in.
News From the Past Week

Deal News

  • 10X Capital Venture Acquisition Corp. II (VCXA) announced a deal to acquire PrimeBlock, an infrastructure provider for blockchain and cryptocurrency mining. The deal reflects an enterprise value of $1.32bn and includes a $300mm equity financing facility from CF Principal Investments. The transaction is expected to close in 2H 2022.

  • Artemis Strategic Investment Corporation (ARTE) announced a deal to acquire Novibet, a GameTech company operating in several countries across Europe. The deal reflects an enterprise value of $696mm and is expected to close in 2H 2022.

  • FirstMark Horizon Acquisition Corp. (FMAC) closed its acquisition of Starry Inc on Monday 3/28/2022 with approximately 16.2% of public shares remaining. Ordinary shares and warrants are now trading on the NYSE as “STRY” and “STRY/W.”

  • Queen’s Gambit Growth Capital (GMBT) closed its acquisition of Swvl on Thursday 3/31/2022 with 15.4% of public shares remaining. Ordinary shares and warrants are now trading on the NASDAQ as “SWVL” and “SWVL/W.”

  • Helix Acquisition Corp. (HLXA) shareholders approved the company’s acquisition of MoonLake Immunotherapeutics at a meeting Thursday 3/31/2022 with 29.7% of public shares remaining. No closing timeline was given.

  • Poema Global Holdings Corp. (PPGH) shareholders approved the company’s acquisition of Gogoro at a meeting Thursday 3/31/2022 with approximately 11.6% of public shares remaining. The transaction is expected to close Monday 4/4/2022.

New S-1's
Name Ticker Size ($mm) Underwriter Trust Funding Coverage
A SPAC II Acquisition ASCB 185 Maxim 101.75% 1/2+R
Chenghe Acquisition CHEA 100 MS 103.0% 1/2

IPOs
Name Ticker Raised ($mm) Sector Cash in Trust Coverage
Redwoods Acquisition Corp. RWOD 100 Energy 101.0% W+R
Metal Sky Star Acquisition MSSA 100 General 100.0% W+R

Registrations Withdrawn
Name Ticker Size ($mm) Underwriter Trust Funding Coverage
Osprey Technology II OTII 325 CS 100.0% 1/4
Aeon Acquisition AACP 125 Maxim 100.0% 1/2
Good Commerce Acquisition TBD 200 CS 100.0% 1/3
M3-Brigade Acquisition IV MBD 200 Cantor 100.0% 1/3
TPG Pace Tech Opportunities II TPGT 450 DB 100.0% 0

Charter Extensions

  • ACBA extended its charter through 7/8/2022 with a single $0.099 contribution to trust.
  • MPAC extended its charter through 7/12/2022 with a single $0.10 contribution to trust
  • THCA extended its charter through 6/30/2022 with a single $0.10 contribution to trust

Upcoming Meetings and Deadlines

  • 4/5/2022 MBTC Liquidation deadline (pending optional $0.10 deposit extension)
  • 4/11/2022 VCKA Liquidation deadline (pending optional $0.15 deposit extension)
  • 4/11/2022 GLSPT Extension approval meeting (liquidation date 4/13/2022)

Links

  • Axios reported that social media and content creation platform OnlyFans has held talks with multiple SPACs.
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