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October 30, 2023

New S-1 Filings

New S-1 filings ticked up during the month of October.
  • With six new filings, it's the highest monthly total in over a year. Those IPOs would raise an intended $685mm in proceeds, also the highest total since May of 2022.
It's too soon to say if this month's S-1 count represents a meaningful trend.
  • There's still a massive backlog of fairly mature SPACs still out there.
  • But at least a handful of sponsors are envisioning a future where the field isn't as crowded and the environment is modestly receptive to new deSPACs.
Meanwhile, everyone (except the SEC) is rooting for the bulge bracket to come back to SPACs. Citi's third new filing of the year will bring it over the $1B mark for issuance, assuming that IPO prices on current terms.
The market remains very sponsor-friendly on the front end for SPACs.
  • Liquidations and extensions continue to return cash to shareholders. Those holders would rather deploy capital at anticipated yields above Treasurys than return it to LP's.
  • Half of October's filings carry a 24-month tenor and anticipate putting only 100% in trust instead of overfunding the account.
One of last week's filings contemplates a $300mm IPO requiring $8.5mm in risk capital.
  • Compare that to Juniper II Corp. (JUN), a $305mm SPAC IPO from November 2021 that included nearly $15mm in risk capital.
  • The difference is almost entirely related to trust overfunding.

A reduction in the required amount of risk capital is a significant change in sponsors' risk/reward calculations for participation in the SPAC market. But sponsors still need to be able to imagine a better climate for deSPACs than the current moment to convince themselves the proposition is worthwhile.
News From the Past Week

Deal News

  • TenX Keane Acquisition (TENK) announced a deal to acquire Citius Pharmaceuticals, Inc. (NASDAQ: CTXR), a biopharmaceutical company developing and commercializing critical care products. The deal includes $675mm in stock consideration and is expected to close in 1H 2024.

  • Feutune Light Acquisition Corporation (FLFV) announced a deal to acquire Thunder Power, a Taiwanese automobile manufacturer that specializes in electric vehicles. The deal reflects an enterprise value of $400mm and is expected to close in 2024.

  • Learn CW Investment Corporation (LCW) announced a deal to acquire Innventure LLC, a developer of a global open-architecture venture platform to provide access to multinational companies. The deal reflects an enterprise value of $385mm and is expected to close in 2024.

  • Fortune Rise Acquisition Corporation (FRLA) announced a deal to acquire Water On Demand, a subsidiary of OriginClear (OTC: OCLN), a provider of water treatment solutions. The deal reflects an equity value of $72mm and is expected to close in Q2 2024.

  • Concord Acquisition Corp III (CNDB) signed an LOI with an unspecified semiconductor supplier.

Deal Closings & Approvals

  • Forbion European Acquisition Corp. (FRBN) shareholders approved the company’s acquisition of enGene at a meeting Tuesday 10/24/2023, with 18% of public shares remaining. The transaction is expected to close on or about Tuesday 10/31/2023.

  • ABRI SPAC I, INC. (ASPA) shareholders approved the company’s acquisition of DLQ at a meeting Monday 10/23/2023, with less than 1% of public shares remaining. No closing timeline was given.
IPOs
There were no SPAC IPOs last week.

New S-1's
Name Ticker Size ($mm) Underwriter Trust Funding Coverage
Agriculture & Natural Solutions ANSC 300 Citigroup 100.0% W/2
FG Merger II * 75 ThinkEquity 100.0% W/2
JVSPAC Acq JVSAC 50 Maxim 100.0% R

Liquidations
Name Ticker Size ($mm) Announced Liq. Date Trust Per Share
Infinite Acq NFNT 276 10/24/2023 11/6/2023 $10.78


Registrations Withdrawn
There were no withdrawn registrations last week.

Charter Extensions

  • TRTL extended its charter through 4/22/2023 with a monthly $0.015 per share sponsor contribution to trust. Approximately 50% of public shares remain, representing $181mm in trust.
  • AIB extended its charter through 1/21/2025 with a monthly $50,000 ($0.051 per share) sponsor contribution to trust. Approximately 11% of public shares remain, representing $11mm in trust.
  • ESAC extended its charter through 7/22/2024 with a monthly $0.018 per share sponsor contribution to trust beginning 1/22/2024. Approximately 16% of public shares remain, representing $16mm in trust.
  • XFIN extended its charter through 4/25/2023 with a monthly $0.02 per share sponsor contribution to trust. Approximately 10% of public shares remain, representing $24mm in trust.
  • VSAC extended its charter through 5/3/2024 with a monthly $60,000 ($0.045 per share) sponsor contribution to trust. Approximately 13% of public shares remain, representing $15mm in trust.
  • OHAA extended its charter through 6/30/2024 with a monthly $0.015 per share sponsor contribution to trust. Approximately 17% of public shares remain, representing $2mm in trust.
  • FRLA extended its charter through 11/5/2024 with a monthly $100,000 ($0.031 per share) sponsor contribution to trust. Approximately 32% of public shares remain, representing $35mm in trust.

Upcoming Meetings and Deadlines

  • 10/30/2023 MSSA Charter extension meeting
  • 10/30/2023 MCAF CH-AUTO approval meeting
  • 10/30/2023 SEDA Charter extension meeting (liquidation deadline 11/2/2023)
  • 10/30/2023 HNRA Pogo Resources approval meeting (merger outside date 10/30/2023)
  • 10/30/2023 AMAO Royalty Management Co. approval meeting (liquidation deadline 10/31/2023)
  • 10/31/2023 AAC X-Energy approval meeting (liquidation deadline 11/6/2023)
  • 10/31/2023 OLIT Syntec Optics approval meeting (liquidation deadline 11/12/2023)
  • 10/31/2023 AMAO Charter extension meeting (liquidation deadline 10/31/2023)
  • 10/31/2023 BOAC Liquidation at ~$10.04 per share
  • 11/1/2023 TGVC Charter extension meeting (liquidation deadline 11/5/2023)
  • 11/1/2023 INTE Charter extension meeting (liquidation deadline 11/3/2023)
  • 11/2/2023 CCTS Charter extension meeting (liquidation deadline 11/2/2023)
  • 11/2/2023 WWAC Aeries Technology approval meeting
  • 11/2/2023 AAC Charter extension meeting (liquidation deadline 11/6/2023)
  • 11/2/2023 ACAX Charter extension meeting (liquidation deadline 11/3/2023)
  • 11/3/2023 QFTA AtlasClear, Inc. approval meeting (merger outside date 11/6/2023)
  • 11/3/2023 CETU Liquidation deadline (pending optional $0.10 deposit extension)
  • 11/3/2023 CONX Charter extension meeting (liquidation deadline 11/3/2023)
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