Dune finally releases (its merger details)
The Nightcap newsletter: SPAC Track’s nightly recap of the action in the SPAC world. (October 12, 2021)
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The Stats:
The Deals:
1) Dune Acquisition Corporation (DUNE: warrants +6.33%) & TradeZero
Merger Partner Description:
TradeZero Holding Corp. owns TradeZero, Inc., a Nassau, Bahamas based broker-dealer serving international clients since 2015, and TradeZero America, Inc., a U.S. broker-dealer serving U.S. clients since 2019. TradeZero America, Inc. is a member of The New York Stock Exchange, NYSE Arca, Inc., NYSE American LLC, and Cboe EDGX Exchange, Inc. Through its subsidiaries, TradeZero offers retail investors commission-free stock trading and direct market center access to U.S equities and equity options trading. TradeZero provides its clients with an advanced suite of desktop, web-based and mobile software platforms, all of which include its proprietary Short Locator (U.S. patent pending). TradeZero’s innovative features and capabilities for stock shorting accommodate all types of retail investors, especially the active trader.
Valuation: $556M EV
PIPE: No PIPE
Merger Votes/ Completions:
Live Oak Acquisition Corp. II (LOKB) shareholders approved the merger with Navitas Semiconductor
News
Li-Backed Hyphen in Talks on $1 Billion Provident SPAC Deal (Bloomberg—paywalled)
Hyphen Group, a financial technology firm backed by Hong Kong billionaire Richard Li, is in advanced talks to go public through a merger with blank-check company Provident Acquisition Corp. (PAQC), according to people familiar with the matter.
A transaction could value the combined company at about $1 billion, the people said, asking not to be identified because the matter is private. The deal may include a private investment in public equity, or PIPE, of about $100 million anchored by institutional investors, the people said.
Talks are at an advanced stage and a transaction could be announced before the end of this year, the people said.
The special purpose acquisition company is led by Winato Kartono and Michael Aw, two key executives at Provident Group, an investment fund targeting Southeast Asian startups. Some of its high-profile investments include Indonesia’s ride-hailing giant Gojek, online travel company Traveloka and Thailand-based online fashion retailer Pomelo.
Provident raised $230 million in a U.S. initial public offering in January. The blank-check firm said it would pursue a business combination with a focus on consumer technology companies in Southeast Asia.
Negotiations are ongoing and could be delayed or fall apart, the people said. A representative for Hyphen declined to comment, while a Provident representative didn’t immediately respond to requests
Hyphen has been working with Goldman Sachs Group Inc. to review funding options including a listing via a SPAC or a private fundraising, Bloomberg News reported in July. The company had drawn interest from potential investors valuing the company at more than $500 million, the people said.
Hyphen, formerly known as CompareAsiaGroup, helps people find the right credit cards, personal loans, and other financial products using tech-driven comparison tools, according to its website. It counts more than 11 million users a month across its eight brands and has expanded both organically and via acquisitions such as its purchase of Singaporean personal finance firm Seedly from ShopBack last year.
SPAC Promoters Shun Chinese Deals Amid Mounting Tensions (Bloomberg—paywalled)
The globetrotting dealmakers starting blank-check companies are increasingly telling investors there’s one place they won’t go: China.
At least four special purpose acquisition companies have revised their IPO filings in recent months to remove China from their areas of interest. The changes come as the U.S. securities regulator demands volumes of disclosures on the risks of doing business in China, while Beijing authorities are scaring the market with their widening crackdown on corporate excesses.
When Asia-focused Pacifico Acquisition Corp. (PAFO) first unveiled its listing plans in July, it said its search would focus on Chinese new energy, biotech and education companies. “China” appeared 45 times in that initial filing as Pacifico touted the hot prospects for those industries in Asia’s biggest economy.
Just two weeks later, it amended its prospectus to say it would look everywhere in the region except for China. It eventually raised $57.5 million and started trading last month.
Former UBS Group AG banker Patrick Ngan’s Nova Vision Acquisition Corp. and Kairous Acquisition Corp. (Ticker not set yet), started by Malaysia venture capital investor Joseph Lee, also updated their plans to explicitly say they’ll avoid China on their hunt for an Asian deal.
The SPAC boom encouraged many dealmakers with China connections to start their own blank-check firms, hopeful that the country would prove a good place to find hot startups seeking a shortcut to the public markets. Things changed over the summer, when the U.S. Securities and Exchange Commission began demanding that issuers include increasingly strident warnings about how Chinese deals could go wrong.
Across the ocean, Chinese authorities have also started making it harder for companies to seek a foreign listing by requiring cybersecurity reviews. While certain firms have found ways to comply, some SPAC bosses are now deciding it’s not worth the trouble and are shifting their focus to other countries.
Singapore businessman James Tan is going even further with his latest SPAC, which is seeking $50 million for an Asian acquisition. 8i Acquisition 2 Corp. (LAX) updated its offering documents last month to say that it’s expressly forbidden under its articles of association from merging with a company that’s based in China or does most of its business there.
“Having a Chinese target makes things more complicated at this moment,” said Yoann Delwarde, who leads an Asia-focused tech SPAC that filed listing plans in July. “It’s not impossible, but legal counsel needs to work harder to get things done.”
Rocket Lab acquires spaceflight software and mission simulation company ASI for $40M+ (TechCrunch)
Rocket Lab (RKLB) is acquiring a Colorado-based space software company called Advanced Solutions, Inc. (ASI) for $40 million, with as much as $5.5 million in additional performance-based earnouts also available based on the company’s 2021 calendar year performance. ASI’s expertise lies in flight software for spacecraft, including guidance, navigation and control (GNC) offerings, as well as mission simulation and test software. It’s meant to help Rocket Lab build out its Space Systems division and round out its efforts to become a true “end-to-end” space company.
Rocket Lab’s primary business since founding has been launch, where its own expertise in building and flying its Electron light lift rockets has given it a unique position in the emerging commercial launch market. The company also acquired Sinclair Interplanetary last year, which added key capabilities in terms of developing and producing spacecraft hardware components. ASI’s more than 20 years of experience in the field of space software, which has been used for multiple orbital and interplanetary missions, help Rocket Lab bolster that aspect of the service offerings it can make available to customers in terms of not only launching missions, but also planning, testing and operating them as well.
Under the terms of the deal, the ASI team will remain in Colorado and continue to be run by the firm’s founder and CEO John Cuseo, and it will maintain its relationships with existing customers. This also allows Rocket Lab to set up shop and grow its team in the Colorado area, which is a hotbed of both public and private space industry activity.
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Quick News Corner:
Seaport Global Acquisition Corp. (SGAM) announces up to $36M backstop agreement from a group of investors including an affiliate of Apollo
Big Cypress Acquisition Corp. (BCYP) enters into a 1.39M Forward Purchase Agreement
Tracking De-SPAC S-1s (including PIPE resale registrations):
424B3 filings (typically S-1 goes effective the following trading day):
Arqit Quantum (ARQQ: $14.62 -6.34%)
New S-1s (1):
1) Green Visor Financial Technology Acquisition Corp I (GVCI)
$150M, 1/2 Warrant
Focus: Fintech
Upcoming Dates:
This Week’s Announced Shareholder Meetings, Unit Splits, Warrant Redemptions, and Expected Ticker Changes
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