Déjà vu
Ribbit and Fast opt to liquidate and another merger relationship sours in this edition of the Morning Recap, the pre-market recap for SPAC Track Pro subscribers.
Good Morning,
Today Quantum Fintech [$QFTA] reported that it is in a bit of a tussle with its merger partner, TradeStation. TradeStation wants out of the merger and says it’s within its rights to back out, as the outside date has passed. QFTA isn’t letting go, though, as it retorted that TradeStation’s actions (or inactions) are the reason the merger wasn’t consummated prior to the outside date.
Though I can’t fault you for thinking it… this is not déjà vu. The same scenario is ongoing with another SPAC couple, Dune [$DUNE] and TradeZero.
More below.
Previous Session Stats
Gainers & Losers
Volume Leaders
News & De-SPAC Updates
Forbes explores sale, hires Citigroup as banker (RTS)
The Deals
No new deals
SPAC Updates
Liquidations
New Liquidation 1: Ribbit LEAP [$LEAP], effective Aug 15th with an estimated $10.02 liquidation price (PR)
Letter from Ribbit Capital to Investors: “It turns out that our thesis on the opportunity for LEAP was wrong. Since LEAP’s listing, we held conversations with over 100 potential partners that met our initial criteria for growth, quality, and readiness. We discovered in the process either that those companies did not meet our standard for long-term projected value creation or that they viewed the merits of a transaction with LEAP as less compelling than a traditional IPO or, more commonly, staying private.”
New Liquidation 2: Fast [$FST], reported in its 10-Q that it will liquidate promptly following Aug 25th. Furthermore, FST will not be distributing any of the funds (up to $26M) received from the settlement agreement with its terminated merger partner, Fertitta Entertainment (SF)
The Charter provided that the Company had 24 months after the closing of its Initial Public Offering, or until August 25, 2022, to complete an initial Business Combination. The Company will not consummate an initial Business Combination by the August 25, 2022 deadline and as a result, on August 2, 2022, the board of directors has determined that, pursuant to the terms and requirements of the Charter, promptly following August 25, 2022, the Company will redeem all of the Public Shares and dissolve and liquidate the Company in accordance with the terms of the Charter. The Company has decided not to withhold any amounts to pay dissolution expenses (which were permitted to be withheld in an amount up to $100,000) or its tax obligations.
In accordance with the foregoing terms and requirements of our Charter, any funds received pursuant to the Settlement Agreement that are remaining after the payment of expenses will not be part of any distributions with respect to the Public Shares.
GO Acq. Corp’s [$GOAC], warrants were delisted from NYSE in advance of its liquidation “promptly as practicable following Aug 7th”. The commons and units will continue to be listed on NYSE “through at least Aug 7th” (PR)
Merger Votes / Completions
Approved: Alpha Capital [$ASPC] & Semantix. Closing is expected on Aug 3 with the ticker change to STIX on Aug 4 (PR)
19,622,439 shares were redeemed or an estimated ~85% of the public SPAC shares (SF)
Approved: L&F [$LNFA] & ZeroFox. Closing is expected on Aug 3 with the ticker change to ZFOX following the closing
2,419,687 shares were redeemed or an estimated ~71% of the remaining public SPAC shares (SF)
Approved: Founder SPAC [$FOUN] & Rubicon Technologies (PR)
Redemption Results: Duddell Street & Fiscal Note [$NOTE]
11,408,314 shares or an estimated ~65% of the public SPAC shares (SF)
Deal Updates
Outside Date Extended: Venus [$VENA] & VIYI Algorithm amend the merger agreement to among other things, extend outside date to Nov 11th (SF)
Stuck in the Merger with You: Quantum Fintech [$QFTA] received a notice from TradeStation that stated they are terminating the merger as the outside date was Aug 1st. QFTA then sent a letter to TradeStation stating TradeStation is not permitted to terminate the merger, because “TradeStation’s breaches of, and failure to perform under, the Merger Agreement are the primary cause of the failure of the closing of the Business Combination to occur on or before the Termination Date” (SF)
Extensions
Sweetening the Pot: Chardan NexTech [$CNTQ] announced that it is increasing the amount it will add to the trust from $100,000 to $200,000 in order to extend its deadline from Aug 13th to 3 months following (one month at a time) (SF)
Registrations
New S-1s
No new S-1s
Registration Withdrawals
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Key Filings
SPAC S-4 Activity
S-4/A
Cleantech [$CLAQ] & Nauticus
Tiga [$TINV] & Grindr Group
Riverview [$RVAC] & Westrock Coffee
*Latest S-4 filings are found in the “Deal Details” view under the column “S-4 Link”
De-SPAC/ Post-Merger S-1s
Effective
MoonLake Immunotherapeutics [$MLTX]
*including PIPE resale registrations where applicable — latest post-merger S-1 filings are found in the “De-SPAC" view under the column “Post-Close S-1”
Upcoming Dates:
Announced Shareholder Meetings, Unit Splits, Warrant Redemptions
See the full calendar with proxy links here.
SPAC Track Pro:
Please note that a list of all the data points available on the Pro Screener with download eligibility can be found here: spactrack.io/data-catalog
Thanks for reading,
The team at SPAC Track (spactrack.io)