The Trump SPAC is upon us.
The Nightcap newsletter: SPAC Track’s nightly recap of the action in the SPAC world. (October 20, 2021)
Discover and track all of the SPACs at spactrack.net.
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The Stats:
The Deals:
This Press Release has been making the rounds all evening. It is apparently from Trump Media & Technology’s (TMTG) website, so we shall see tomorrow if this is indeed a confirmed deal for DWAC.
Without further ado, here is the Trump SPAC deal based on the press release that has been circulating the interwebs:
1) Digital World Acquisition Corp. (DWAC: $9.96) & Trump Media & Technology Group
Merger Partner Description:
Trump Media & Technology Group's mission is to create a rival to the liberal media consortium and fight back against the "Big Tech” companies of Silicon Valley, which have used their unilateral power to silence opposing voices in America.
Trump Media & Technology Group (“TMTG”) will soon be launching a social network, named "TRUTH Social."
Additionally, TMTG intends to launch a subscription video on demand service (TMTG+). TMTG+ will feature 'non-woke' entertainment programming, news, podcasts, and more.
Valuation: $875M EV (with a potential additional earnout of $825 Million in additional shares)
PIPE: No PIPE
News:
Equinox, Owner of SoulCycle, Is In Merger Talks With Ares SPAC (Bloomberg—paywalled)
Equinox, whose gyms are frequented by Wall Street staffers among others, is in talks to go public through a merger with Ares Acquisition Corp. (AAC) after talks with one of Chamath Palihapitiya’s blank-check companies collapsed, according to people with knowledge of the matter.
Deliberations are ongoing and may not result in a transaction, the people said, asking not to be identified discussing private information. The valuation couldn’t be learned.
Representatives for Ares and Equinox declined to comment.
Ares Acquisition raised $1 billion in its February initial public offering. It is backed by Ares Management Corp., an alternative asset manager. A co-founder of Ares Management, David Kaplan, is the SPAC’s co-chairman and chief executive officer.
Equinox held talks with Palihapitiya’s Social Capital Hedosophia Holdings Corp. VI (IPOF) earlier this year. That deal could have valued Equinox at more than $7.5 billion including debt, a person with knowledge of the matter said at the time.
Deep sea mining group left in lurch after $200m disappears (FT—paywalled)
The Metals Company (TMC) has big ambitions to mine the depths of the Pacific Ocean for rare earth metals used to power everything from iPhones to electric vehicles. The problem is that it is short on cash. The Canadian start-up went public last month through a special purpose acquisition company but has been left high and dry by one investor who was meant to hand over 60 percent of $330m it had been counting on to start digging but has now all but disappeared.
…
The Metals Company did not name Ramas Capital when it first announced the missing Pipe money in early September, but it has since filed a lawsuit against the firm in New York’s Supreme Court in an attempt to get the funds.According to the complaint, Ramas Capital, a small outfit registered to a residential building in River Oaks, Texas, and solely controlled by energy investor Betanabhatla, agreed to buy 20m shares in The Metals Company at $10 apiece.
Despite Ramas Capital contributing almost two-thirds of the Pipe for SOAC’s deal with The Metals Company, its name does not appear in the press release announcing the transaction, which includes other investors, like shipping group Maersk and Allseas, a literal pipeline constructor.
The Metals Company is also pursuing Ethos Capital, a San Francisco-based private equity firm, for $20m, which according to a separate complaint filed in New York’s Supreme Court has said it only has $3.6m to contribute.
Companies and their advisers are, as part of the due diligence process, expected to ensure that Pipe investors have enough cash to fulfill their obligations.
In response to questions sent by the Financial Times, The Metals Company said it was “shocked and disappointed” that Ramas Capital had failed to deliver the funds, but added it had “sufficient capital” to meet its objectives.
The Metals Company said Betanabhatla provided documentation that showed Ramas had a $1.5bn natural resources fund backed by a sovereign wealth fund. Another person who was present during the meetings said the energy investor assured the company it had drawn “sufficient funds to fulfill its $200m commitment”.
“Due diligence on Ramas included the review of the agreements with the fund’s [limited partners] and representation that cash already in Ramas’s control was well in excess of their Pipe commitment,” the company said.
“In fact, allocations for other Pipe investors were cut back to make additional room for Ramas given their strategic contributions, such was the confidence of SOAC’s advisers in the due diligence process,” it added.
Merger Votes/ Completions:
GS Acquisition Holdings Corp II (GSAH) completed its merger with Mirion Technologies
Mirion set to receive $604M in GSAH trust proceeds after 5M shares reversed redemption election (estimated 19.4% redemptions), a $900M PIPE, and $830M in debt financing
Ticker change to MIR set for tomorrow
BowX Acquisition Corp. (BOWX: $10.38 +10.78%) completed its merger with WeWork
WeWork set to receive $1.3B in gross proceeds
Ticker change to WE set for tomorrow
Alkuri Global Acquisition Corp. (KURI) shareholders approved the merger with Babylon Holdings
Closing is expected to be on 10/21 with ticker change to BBLN on 10/22
Big Cypress Acquisition Corp. (BCYP) shareholders approved the merger with SAB Biotherapeutics
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Tracking De-SPAC S-1s (including PIPE resale registrations):
S-1 filings:
Shapeways Holdings (SHPW: $10.83 +51.47%)
Valens Semiconductor (VLN: $7.57 +5.14%)
S-1/A filings:
Quick News:
ION Acquisition Corp 2 Ltd. (IACB) brought on an additional $50M in PIPE investment for its merger with Innovid, bringing the new total PIPE investment to $200M
IPOs to begin trading tomorrow*:
1) GoGreen Investments Corporation Announces Upsizing and Pricing of $240,000,000 Initial Public Offering (GOGN-U)
2) Accretion Acquisition Corp. Announces Pricing of Upsized $180,000,000 Initial Public Offering (ENER-U)
3) NewHold Investment Corp. II Announces Pricing of $175 Million Initial Public Offering (NHIC-U)
4) ExcelFin Acquisition Corp. Announces Pricing of $200 Million Initial Public Offering (XFIN-U)
5) Thrive Acquisition Corporation Announces Pricing of $150 Million Initial Public Offering (THAC-U)
*Priced at the time of this writing
New S-1s (3):
1) Artemis Acquisition Corp. (ARAC)
$200M, 1/3 Warrant
Focus: Healthcare in the US and Europe
2) 7 Acquisition Corp (SVNA)
$200M, 1/2 Warrant
Focus: Environmental, business, infrastructure products/services, sustainability, ESG
Management:
Craig Cogut (Former Founding Partner at Apollo Advisors)
3) Western Acquisition Ventures Corp. (WAVS)
$150M, 1/2 Warrant
Upcoming Dates:
This Week’s Announced Shareholder Meetings, Unit Splits, Warrant Redemptions, and Expected Ticker Changes
See the full calendar here.
Thanks for reading,