Precap from SPAC Track
The Precap newsletter: SPAC Track’s morning recap of the action in the SPAC world for premium subscribers. (March 31, 2022)
The Stats:
Pre-Market Movers:
THCA +1.2%, DWAC +1.1%
Previous Session Movers & Volume Leaders:
The Deals:
Announced yesterday afternoon:
1) Artemis Strategic Investment Corp (ARTE) & Novibet (warrants -2.5% pre-market)
Novibet is an established GameTech company operating in several countries across Europe through its headquarters in Malta, offices in Greece and employees in Isle of Man and Italy. Licensed and regulated by HGC, MGA, ADM, and Irish Revenue Commissioners, Novibet is committed to delivering the best sports betting and gaming experience to an expanding customer base. Since 2010, Novibet has offered online sports betting and casino entertainment in several competitive European markets.
Valuation: $696M EV
PIPE: No PIPE
News:
SEC targets SPACs with rules on inflated business forecasts, merger disclosures (CNBC)
With its new rules, the SEC also hopes to address complaints about incomplete information and insufficient protection against conflicts of interest and fraud. The issues are not as pervasive in a traditional initial public offering.
SPACs are typically shell firms that raise funds through a listing with the goal of buying a private company and taking it public. That process allows the often-young firms to circumvent the more rigorous scrutiny of a traditional initial public offering.
“Functionally, the SPAC target IPO is being used as an alternative means to conduct an IPO,” SEC Chair Gary Gensler said in a statement. “Thus, investors deserve the protections they receive from traditional IPOs, with respect to information asymmetries, fraud, and conflicts, and when it comes to disclosure, marketing practices, gatekeepers, and issuers.”
Some of the SEC’s proposed rules would:
Amend the definition of a “blank check company” to make the liability safe harbor for forward-looking statements, such as business forecasts, unavailable in filings by SPACs. The move would leave SPACs open to investor lawsuits if they feel like the blank-check company’s estimates were wildly bullish.
Require that the SPAC’s private business target be a co-registrant when the blank-check company files a take-public Form S-4 or F-4.
Better police conflicts of interest, fee responsibilities and the dilution of investor holdings.
Update the Securities Act of 1933 to limit the types of financial statements shell companies can make of their potential business combinations and their would-be merger targets.
Dilution is a paramount concern for individual investors, as many have complained that murky SPAC processes can leave investments open to unexpected losses if the company elects to issue more stock, the SEC told reporters.
Gensler has voiced concerns about SPACs since May, but Wednesday’s proposed rules represent the first broad rulemaking from Wall Street’s watchdog.
Updates:
Queen’s Gambit Growth Capital (GMBT) shareholders approved the merger with Swvl
As previously noted, shareholders redeemed 29.2M shares or an estimated ~85% of the public SPAC shares in connection with its merger with Swvl. GMBT allowed shareholders to withdraw redemption requests until yesterday at 3pm
Model Performance Acquisition Corp. (MPAC) extends its deadline from 4/12/22 to 7/12/22 by adding $0.10 per share to trust
New SPACs (S-1s):
No new S-1s
Registration Withdrawals
Good Commerce Acquisition Corp (OTII)
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De-SPAC S-1s (including PIPE resale registrations*):
No activity
S-4 Activity:
S-4/A:
Cleantech Acquisition Corp. (CLAQ) & Nauticus (1st amendment)
Upcoming Dates:
Upcoming Announced Shareholder Meetings, Unit Splits, Warrant Redemptions
See the full calendar here.
Notes:
A list of all the data points available on the Pro Screener with download eligibility can be found here: spactrack.io/screener-instructions
Thanks for reading,