The Nightcap from SPAC Track
The Nightcap newsletter: SPAC Track’s nightly recap of the action in the SPAC world. (November 9, 2021)
Discover and track all of the SPACs at spactrack.net.
Today’s newsletter is sponsored by Founder Shield.
Key Person Insurance for critical personnel of target companies is often a transaction requirement, but traditional policies can take up to 6 weeks to underwrite. That’s why Founder Shield created a bespoke Contract Frustration Insurance product built specifically for high-growth companies and investors alike. No medical exams, no financial history requests, and shorter-term limits than its traditional counterpart.
The Stats:
If you haven’t subscribed to this Free nightly newsletter, you can do so below.
The Deals:
1) Tuatara Capital Acquisition Corporation (TCAC: warrants +12%) & springbig
Merger Partner Description:
springbig is a leading provider in customer loyalty and text message communications solutions for cannabis retailers and cannabis brands. Founded in 2017, springbig offers a single source of truth CRM that becomes the database of record for your in-store and online customers that captures key purchasing and behavioral data and seamlessly integrates with existing dispensary POS and eCommerce systems. The platform also develops custom cannabis loyalty software embedded with advanced marketing tools to retain customers and sends targeted automated and personalized SMS campaigns based on customer preferences and purchasing behavior. springbig is helping cannabis retailers and brands keep their clientele connected and engaged while allowing the store owners and major cannabis brands track their inevitable success and ROI in real-time.
Valuation: $300M EV
PIPE: $13M from the sponsor and existing investors, including TVC Capital, Key Investment Partners
2) USHG Acquisition Corp. (HUGS: warrants +142.22%) & a subsidiary of Panera Brands (after Panera’s traditional IPO)
Merger Partner Description:
Panera Brands is one of the world’s largest fast casual restaurant companies, with nearly 4,000 locations and 110,000 employees across 10 countries. A portfolio of complementary brands bound by common values and shared growth opportunities, Panera Brands is comprised of Panera Bread®, Caribou Coffee® and Einstein Bros.® Bagels. Panera Brands companies are independently operated and underpinned by industry leading technology, loyalty, craveability, and high-quality ingredients. Panera Brands companies are united in their mission to be force multipliers for good for their guests, communities, the planet, and the shareholders they serve.
Valuation: To be set at Panera’s IPO
“Each issued and outstanding share of HUGS’s Class A and Class B common stock will be exchanged for a number of shares of Panera Brands’ common stock at an exchange ratio of $10.00 divided by the public offering price per share in the Panera Brands IPO.”
Additional Financing: JAB, Panera Brands’ primary shareholder, will backstop all HUGS redemptions.
News:
Gett Nears $1.1 Billion SPAC Merger to Go Public (WSJ—paywalled)
Gett is nearing a merger with a special-purpose acquisition company that would take the corporate-transportation platform public with a roughly $1.1 billion valuation, according to people familiar with the matter.
Started more than a decade ago as a ride-hailing competitor to Uber Technologies Inc. and Lyft Inc., Gett now focuses on streamlining a company’s ride-hailing, taxi and limousine booking options around the world into one platform. It says doing so saves customers time and money. Gett now joins with companies such as Lyft and Indian ride-hailing operator Ola to offer many different services.
London-based Gett is close to a deal with Rosecliff Acquisition Corp. I (RCLF), a SPAC backed by the investment firm Rosecliff Venture Management LLC, the people said.
Gett is marketing itself as a practical solution for global companies to transport workers rapidly, particularly with many still working from home at least part-time during the coronavirus pandemic, the people said. The company now works with roughly a quarter of Fortune 500 companies, including Apple Inc. and Coca-Cola Co. , they said.
The merger would mark a new step in Gett’s attempt to refocus its operations after closing its New York ride-sharing business Juno in 2019. Several years earlier, Gett Chief Executive Dave Waiser said it would eventually offer services such as on-demand manicures, housecleaning and pizza delivery.
At one point in 2019, the company was valued at about $1.5 billion and had raised several hundred million dollars in funding, including a roughly $300 million investment from auto maker Volkswagen AG .
Gett still operates ride-hailing services in markets such as Israel and London, but roughly 40% of its trips for corporate clients now come from third parties, the people said.
Restaurant-Tech Startup Presto Nearing $1 Billion SPAC Merger to Go Public (WSJ—paywalled)
Presto is close to an agreement to combine with a special-purpose acquisition company and go public in a merger that would value the restaurant-technology startup at about $1 billion, people familiar with the matter said.
Founded in 2008 at the Massachusetts Institute of Technology, Presto offers several different technologies that it says automate restaurants and improve the dining experience. It is known for its kiosks and tablets that let guests order and pay directly at tables and uses speech recognition so customers can order by talking to a device at drive-throughs and other settings. It also uses computer vision and analytics to help eateries optimize operations.
Presto has branded itself as a practical solution for restaurants wanting to minimize human interactions during the coronavirus pandemic. It also says it can help address the human-labor shortage in the industry, with many workers electing not to return to service-sector jobs.
Several restaurants use Presto, including McDonald’s Corp., Applebee’s and Chili’s.
The Redwood City, Calif., firm is close to a deal with the SPAC Ventoux CCM Acquisition Corp. (VTAQ), a blank-check company focused on the leisure and hospitality industries, the people said. The merger could be announced as soon as this week.
Presto would join several other technology startups that are working to disrupt industries from manufacturing to advertising in going public by combining with a SPAC. Such mergers have become popular alternatives to traditional initial public offerings, in part because they let the company going public make business projections while raising a large sum of cash.
As part of the deal, Presto is expected to raise a roughly $70 million private investment in public equity, or PIPE, the people said. PIPE investors are expected to include some of the restaurant franchises that use Presto, they said.
Traffilog, SafeRide negotiating $1 billion SPAC merger (Calcalist)
Two days after announcing their merger, Israeli autotech companies Traffilog and SafeRide are moving on to the next stage in their roadmap - becoming a public company. Calcalist has learned that the newly-merged company is in advanced negotiations with a U.S. SPAC to merge at a valuation of $1 billion. The negotiations are being led by Traffilog CEO Erez Lorber and SafeRide CEO Yossi Vardi, together with Ariel Halperin, Senior Managing Partner at TENE Investment Funds, which was the largest shareholder in Traffilog prior to the merger.
The merged company, which will employ close to 200 people, will focus on gathering data from vehicles in order to identify malfunctions and required maintenance according to actual wear and tear.
Traffilog was founded by Robert Izraeli in 2003 and provides telematics, advanced diagnostics, and predictive maintenance services for commercial fleets. Its clients include truck company Navistar, bus manufacturer New Flyer, and Cummins engines.
SafeRide was founded in 2016 and specializes in AI-based vehicle health management (VHM), data analytics, and cybersecurity solutions. It has raised $25 million to date, including from Naspers and ST Engineering.
If you find this newsletter useful, feel free to share it with a friend and suggest they subscribe:
Tracking De-SPAC S-1s (including PIPE resale registrations):
S-1 filings:
Babylon Holdings (BBLN: $9.82 -1.50%)
424B3 filings (S-1 likely to go effective tomorrow):
Roivant Sciences (ROIV: $8.49 +11.71%)
Quick News:
Capstar Special Purpose Acquisition (CPSR) and its merger partner, Gelesis, revise the business combination agreement that among other changes, reduces Gelesis’ pre-money valuation from $900M to $675M
IPOs to begin trading tomorrow*:
1) RCF Acquisition Corp. Announces Pricing of $200 Million Initial Public Offering (RCFA-U)
2) Ascendant Digital Acquisition Corp. III Announces Pricing of Upsized $261 Million Initial Public Offering (ACDI-U)
3) Chain Bridge I Announces Pricing of $200 Million Initial Public Offering (CBRG-U)
4) Arena Fortify Acquisition Corp. Announces Pricing of $150 Million Initial Public Offering (AFAC-U)
*Priced as of this writing
New S-1s (3):
1) Blue Ocean Acquisition Corp (BOCN)
$150M, 1/2 Warrant
Focus: Consumer Internet
Directors:
Norman Pearlstine (Former Editor-in-Chief at Time)
2) ROC Energy Acquisition Corp. (ROC)
$150M, 1 Right (1/10th of a share)
Focus: Oil and Gas
3) Roth CH Acquisition V Co. (ROCL)
$100M, 1/3 Warrant
Focus: Business services, consumer, healthcare, technology, wellness, or sustainability
Management:
Byron Roth (Chairman & CEO of Roth)
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,