Nightcap: A Rare SPAC Deal Termination Appears

SPAC Track's Nightly Newsletter

Nightly recap of the day’s SPAC highlights (July 12, 2021)

 

The Stats:

The Deals:

1) Lionheart Acquisition Corp. II (LCAP: $10.04) & MSP Recovery

 

Lionheart Acquisition Corp. II Announces Business Combination With MSP Recovery, a Leader in Data-Driven Solutions, Recovering Improperly Paid Benefits on Behalf of Medicare, Medicaid and Commercial Payers (Press Release)

 

  • Merger Partner Description:

Founded in 2014, MSP Recovery has become a Medicare, Medicaid, commercial, and secondary payer reimbursement recovery leader, disrupting the antiquated healthcare reimbursement system with data-driven solutions to secure recoveries against responsible parties, while providing the industry with comprehensive compliance solutions.

 

  • Valuation$32.6B Pro-forma EV

  • PIPE: None

  • Additional Terms:

    Upon completion of the business combination and subject to compliance with the law, Lionheart stockholders who do not redeem their shares are expected to collectively receive approximately 1.029 billion additional warrants (“Additional Warrants”), with each such stockholder receiving at least 35 Additional Warrants, each with a 5-year tenor and being exercisable for one share of MSP common stock at an $11.50 strike price.

    No dilution expected to result from the Additional Warrants, as the MSP founders have agreed to sell an equivalent number of securities back to MSP in connection with the exercise of Additional Warrants, for the same value as the exercise price of the Additional Warrants.

  • MSP Recovery Investor Presentation


 

Deal News Reports:

 

EV Battery Maker SES Agrees to Go Public Via Ivanhoe SPAC (article behind paywall)

 

Battery maker SES Holdings Pte has agreed to go public by merging with Ivanhoe Capital Acquisition Corp. (IVAN: $10.46) in a deal that will value the combined company at about $3.6 billion, according to people familiar with the matter.

 

The combined company will get as much as $476 million in gross proceeds, said the people, who asked not to be identified because the information is private. That includes about $276 million from Ivanhoe, a special purpose acquisition company, or SPAC, plus a fully committed private investment in public equity, or PIPE, the people said.

 

The investors in the $200 million PIPE include Koch Strategic Platforms, Hyundai Motor Co., Geely Holding Group, Kia Corp. and General Motors Co., according to the people.

The agreement could be announced as soon as Tuesday, they said.

Representatives for SES and Ivanhoe declined to comment.

Singapore-based SES makes hybrid lithium-metal rechargeable batteries for electric vehicles.

 


Policygenius Is in Talks to Go Public Via Perella Forward SPAC (article behind paywall)

 

Policygenius Inc., an online insurance marketplace, is in talks to go public through a merger with the blank-check company PWP Forward Acquisition Corp. I (FRW: $9.87), according to people with knowledge of the matter.

A valuation for the transaction hasn’t yet been finalized, one of the people said, and it’s possible talks could fall apart.

 

Policygenius representatives didn’t immediately respond to a request for comment, and a spokeswoman for PWP declined to comment.

 

New York-based Policygenius, which was co-founded in 2014 by Jennifer Fitzgerald and Francois de Lame, has said it’s raised funding from investors including KKR & Co., Norwest Venture Partners, Revolution Ventures, Susa Ventures, AXA Venture Partners, MassMutual Ventures and Transamerica Ventures.

 

Earlier this month, it announced a collaboration with Sallie Krawcheck’s Ellevest, and said it has helped more than 30 million people shop for insurance in the U.S. and placed almost $100 billion in coverage.

 

“Ellevest’s mission to support female investors is one we strongly support at Policygenius, and we’re excited to work together to help women secure multiple forms of financial protection,” Fitzgerald, Policygenius’s chief executive officer, said at the time.

 

PWP Forward, led by Chairman Joe Perella and CEO Stacia Ryan, raised about $212 million in a March initial public offering. It has said it intends to focus on enhancing access to public financing for companies that are founded by, led by or enrich the lives of women.

 


Achronix And ACE Convergence Acquisition Corp (ACEV: $9.86Mutually Agree To Terminate Merger Agreement (Press Release)

 

The proposed merger, announced in January 2021, was conditioned on the satisfaction of defined closing conditions, including obtaining necessary regulatory approvals within the timeframe contemplated by the Agreement. The parties believe that they will not be able to complete the transaction by the July 15, 2021 deadline or some reasonable time thereafter.

 

“Despite our best efforts to finalize this transaction, we ultimately concluded that going our separate ways was the best path forward for Achronix, ACE and all of our stakeholders. Achronix is in a strong financial and operational position, uniquely situated to provide flexible FPGA-based compute solutions for data-acceleration applications across a nearly $10 billion market opportunity by 2025,” said Robert Blake, President and CEO of Achronix. “As the only independent company to offer high-end FPGA and embedded FPGA IP solutions, Achronix is well positioned to execute on high-growth opportunities. Throughout 2021, Achronix has continued to build strong momentum, and it remains committed to pursuing additional options to become a public company.”

 

“While we are disappointed by this outcome, we are excited to be in the fast growing industrial and enterprise infrastructure IT sectors, and will be laser-focused on identifying an emerging leader that is well positioned to capture significant value as the market rapidly evolves,” said Behrooz Abdi, CEO and Chairman of ACE. “Looking ahead, we have full confidence that we will leverage our deep sector knowledge and industry connections to identify the next compelling and differentiated business combination opportunity and complete the transaction within the tenure of our acquisition platform.”

 

Neither party will be required to pay the other a termination fee as a result of the mutual decision to terminate the agreement.

 


Quick News Corner:

 

  • Aspirational Consumer Lifestyle Corp. (ASPL: $9.90) shareholders approved the merger with Wheels Up

  • 13.4M shares or ~56% of the SPAC shares were redeemed

  •  
  •  

  • Aurora Acquisition Corp.’s (AURC: $9.94) merger partner, Better, Announces Acquisition of Trussle Lab, a UK digital mortgage broker that has approved over GBP 1.1BN in the last 12 months

  •  
  • German EV Startup E.GO Weighs Listing Options Including SPAC (article behind paywall)

  •  

IPOs to Begin Trading Tomorrow*:


1) ARYA Sciences Acquisition Corp V (ARYE)

  • $130M, no warrants

  • Focus: Healthcare

  • Management:

    • Joseph Edelman (Founder, CEO, and Portfolio Manager of Perceptive Advisors)

 

*Priced at the time of this writing


 

New S-1s (1)

 

1) Metals Acquisition Corp (MTAL)

  • $250M, 1/3 warrant

  • Focus: Green-economy-focused metals and mining

  • Management:

    Mick McMullen (Former CEO of Detour Gold Corporation and Former CEO of Stillwater Mining Company)

  • S-1 Link

 


Upcoming Dates:

This Week’s Announced Shareholder Meetings, Unit Splits, Warrant Redemptions

 

Tuesday, July 13th

  • Landcadia Holdings III, Inc.​ (LCY: $11.92) Shareholder Meeting to Approve Business Combination with Hillman Group

  •  
  • one (AONE: $9.94) Shareholder Meeting to Approve Business Combination with Markforged

  •  

Wednesday, July 14th

 

  • Empower Ltd. (EMPW: $9.99) Shareholder Meeting to Approve Business Combination with Holley

  •  
  • Sandbridge Acquisition Corporation (SBG: $9.74) Shareholder Meeting to Approve Business Combination with Owlet

  •  
  • GX Acquisition Corp (GXGX: $10.19) Shareholder Meeting to Approve Business Combination with Cellularity

  •  

Thursday, July 15th

 

  • NewHold Investment Corp (NHIC: $9.75) Shareholder Meeting to Approve Business Combination with Evolv Technologies

  •  
  • Decarbonization Plus Acquisition Corporation (DCRB: $10.00) Shareholder Meeting to Approve Business Combination with Hyzon Motors

  •  

Friday, July 16th

 

  • FG New America Acquisition Corp. (FGNA: $10.22) Shareholder Meeting to Approve Business Combination with OppFi

  •  
  • SC Health Corp (SCPE: $10.08) Shareholder Meeting to Approve Business Combination with Rockley Photonics

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