The Nightcap from SPAC Track
The Nightcap newsletter: SPAC Track’s nightly recap of the action in the SPAC world. (December 6, 2021)
Discover and track all of the SPACs at spactrack.net.
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The Stats:
The Deals:
None today.
News:
Scilex Holding Company, a Sorrento Therapeutics Inc. Subsidiary, and Vickers Vantage Corp I (VCKA) Enter into Letter of Intent for Proposed Business Combination
Scilex Holding Company (Scilex) a subsidiary of Sorrento Therapeutics, Inc. (Nasdaq: SRNE), and Vickers Vantage Corp I (VCKA) announce signing of a letter of intent for a proposed business combination, which provides for a pre-transaction equity value of Scilex of approximately $1.5 billion, subject to adjustment, with expected gross proceeds of up to $140 million.
Proposed business combination would create a publicly traded biopharma company and further provide investment into Scilex Holding Company for the development and commercialization of a portfolio of best-in-class non-opioid products, ZTlido® (lidocaine topical system) 1.8%, a non-opioid prescription lidocaine topical product approved by the U.S. Food and Drug Administration for the relief of pain associated with postherpetic neuralgia; SP-102 (10 mg injectable dexamethasone sodium phosphate viscous gel), or SEMDEXA™, a Phase 3 novel non-opioid, viscous gel formulation of a widely used corticosteroid for epidural injections to treat lumbosacral radicular pain, or sciatica, with FDA Fast Track status; SP-103 (lidocaine topical system) 5.4%, or SP-103, a Phase 2, next-generation, triple-strength formulation of ZTlido®, for the treatment of acute low back pain; and SP-104, 4.5 mg Delayed Burst Release Low Dose Naltrexone Hydrochloride (DBR-LDN) Capsule, for the treatment of chronic pain, fibromyalgia in multiple Phase 1 programs to be initiated in 2021.
US regulators probe Trump social media Spac deal (FT)
US regulators are investigating Digital World Acquisition Corp (DWAC), the blank-cheque company set to merge with Donald Trump’s social media start-up, seeking information on trading before the deal was announced as well as dealings between the two groups.
The Securities and Exchange Commission in November requested documents about the special purpose acquisition company’s board meetings as well as information on trading policies, investors’ contact details and communications between Digital World and Trump Media and Technology Group, according to a filing by the Spac released on Monday.
US broker-dealer watchdog Finra has also asked Digital World to share information on trading ahead of the merger’s announcement, the filing said.
Digital World said in the filing it was co-operating with regulators and that their information requests did not suggest they had determined wrongdoing had occurred.
Trading volume in warrants issued by the Spac surged nearly 800 per cent on October 20, just before the deal was announced in a release from Trump, according to data compiled by Bloomberg. On October 21, those warrants went from trading at 51 cents to close at $11.29, a 2,119 per cent increase. Trading volume in shares of the Spac was heavy prior to the deal’s announcement.
Trump’s company, which includes a social network called Truth Social, a podcast unit and a streaming business, said on Saturday it had raised $1bn from unidentified investors. On Monday, the former US president’s “non-woke” entertainment group disclosed a series of bold projections claiming that by 2026 it would generate $3.7bn in revenues off of 81m users.
The rosy forecast is primarily based on TMTG developing a streaming service called TMTG+, which Trump believes will compete with Netflix and Disney Plus — services that have lured hundreds of millions of subscribers. “The American public is seeking ‘non-woke’ entertainment,” according to a presentation on the company’s website. The presentation features photos of the former president handing a trophy to a Sumo wrestler and a theme park with the headline “stop wondering, start wandering”.
Trump projects that his streaming service will reach 40m subscribers by 2026. By contrast, Fox Nation, the streaming service launched by Lachlan Murdoch’s Fox News aimed at conservative audiences, is estimated to have signed up fewer than 1.2m paying subscribers since launching in 2018.
TMTG said on Monday that Republican congressman Devin Nunes would join the company as chief executive officer from January. Nunes is expected to leave Congress, where he has served since 2003, at the end of the month, a move that surprised many in Washington.
Nunes, who represents a district in the San Joaquin valley in central California, is a senior House Republican and would have been in line for a top job if the Republicans take back control of Congress in next year’s midterm elections. He has for years been one of Trump’s fiercest defenders on Capitol Hill, publicly attacking Robert Mueller’s investigation and alleging an FBI conspiracy against the then president.
Trump hired Scott St John, a former game show producer, to run the streaming service. St John has produced shows such as NBC’s “Deal or No Deal”, in which contestants choose from a group of sealed briefcases to win cash.
Lucid Stock Plunges After EV Maker Reveals SEC Investigation (Bloomberg—paywalled)
Lucid Group Inc. (LCID) disclosed it’s become the latest electric-vehicle maker to come under U.S. investigation following a merger with a blank-check company, sending its shares plummeting.
The maker of the $169,000 Air sedan said in a regulatory filing Monday that it received a subpoena from the U.S. Securities and Exchange Commission on Dec. 3. Lucid said the probe appears to relate to the carmaker’s combination with Churchill Capital Corp. IV, the special purpose acquisition company that took Lucid public in July.
Lucid shares plunged as much as 19% to $38.06 shortly after the start of regular trading Monday. The stock had roughly doubled since its debut on July 26 through last week’s close.
…
Lucid has had a smoother run since since it went public. In September, the Air sedan supplanted Tesla’s highest-range vehicle, the Model S, with a 520-mile rating. Lucid started production of cars for its first customers later that month, and the company recently reiterated a forecast that it will make 20,000 vehicles next year.
Merger Votes/ Completions:
Pathfinder Acquisition Corporation (PFDR) And Service Max Mutually Agree To Terminate Business Combination Agreement Due To Market Conditions
TPG Pace Solutions Corp. (TPGS) completed its merger with Vacasa with the ticker changing to VCSA tomorrow
The transaction raised over $340M in gross proceeds
CBRE Acquisition Holdings, Inc. (CBAH) shareholders approved the merger with Altus Power
Closing is expected on 12/9 with ticker change to AMPS on 12/10
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Tracking De-SPAC S-1s (including PIPE resale registrations*):
424B3 filings (S-1 likely to go effective tomorrow):
Procaps Group (PROC: $9.14 -7.40%)
*When applicable
Quick News:
Weekend News:
Trump Media & Technology Group Corp. and Digital World Acquisition Corp. (DWAC) Announce $1 Billion PIPE
“The per-share conversion price of the fully committed convertible preferred stock PIPE transaction represents a 20% discount to DWAC’s volume-weighted average closing price (“VWAP”) for the five trading days prior to and including December 1, 2021, subject to downward adjustment. If the VWAP of the combined entity for the 10 trading days after the closing of the business combination (“Closing VWAP”) is at or above $56, no downward adjustment will occur. If the Closing VWAP is below $56, then the conversion price shall be adjusted to the greater of a 40% discount to the Closing VWAP and the floor price of $10.00.”
DWAC also filed a new investor presentation
Investindustrial Acquisition Corp. (IIAC) announced it entered into a redemption backstop agreement for up to $125M for its merger with Ermenegildo Zegna Group
Yucaipa Acquisition Corporation (YAC) announced it entered into a redemption backstop agreement for up to $25M for its merger with SIGNA Sports United
IPOs to begin trading tomorrow*:
1) Jupiter Wellness Acquisition Corp. Announces Pricing of Upsized $120 Million Initial Public Offering (JWAC-U)
2) Motive Capital Corp II Announces Pricing of Upsized $300 Million Initial Public Offering (MTVC-U)
*Priced as of this writing
New S-1s (1):
1) Twelve Seas Investment Co IV TMT (TSIV)
$200M, 3/4 Warrant
Focus: Global Technology, Media and Telecom (TMT)
Management:
Joseph Euteneuer, (Former CFO of Mattel, Sprint, XM Satellite Radio and Qwest Communications)
Directors:
Constantino de Oliveira Junior (Chairman & Former CEO of Gol Linhas Aéreas Inteligentes)
Upcoming Dates:
This Week’s Announced Shareholder Meetings, Unit Splits, Warrant Redemptions, Earnings, and Expected Ticker Changes
See the full calendar here.
Thanks for reading,