TKK Symphony Acquisition Corporation: Focused on Consumer/Lifestyle in China
After the market close today, TKK Symphony Acquisition Corporation filed for a $200 million SPAC IPO with a focus on the Consumer and Lifestyle sectors in China. TKK Symphony is being led by Sing Wang, as Chairman and CEO. Mr. Sing Wang is currently Chairman of TKK Capital, a private equity/wealth management company, and is also CEO and Director of CM Seven Star Acquisition Corporation.
Looking at this IPO’s structure, there is a new twist to the completion deadline extension. Specifically, TKK is allowed no more than one 4-month extension on top of their stated 18 months. Plus, in order to access that extension, there is no shareholder vote. Instead, TKK must issue to shareholders, via a dividend, another warrant to purchase one-half of one share. That means a potential extra 20,000,000 warrants (for 1/2 share) added to the cap table. This essentially turns the deal into a “1 share + 1 full warrant + 1 full right” SPAC, rather than the initial 1+1/2+1. (Terms for the dividend warrant are the same as the public warrants included in the unit).
On the one hand, removing the vote protects the cash in trust (temporarily). On the other hand, now they’re back to a big (potential) warrant overhang. The potential dilution is certainly a big motivator to wrap things up by 18 months, but the biggest question I have is, how does having Sing Wang as a CEO of two SPACs work (CMSS and TKKS)? The fact that Sing Wang is CEO of both SPACs is not that prominent in the filing. Does this mean we can read through the lines and assume that very shortly this won’t be an issue anymore, i.e., CMSS will announce soon? Because frankly, this seems like a big conflict for a CEO. Which SPAC gets the best deal?
Keep in mind, this is the initial filing….a lot can happen between now and IPO. However, for now, this is something that is worth keeping an eye on.
Listed below are the current deal terms and you can find the profile page for TKK Symphony here.
Summary of terms are as follows:
- Focus: Consumer/Lifestyle in China
- $10.00 unit comprised of one Ordinary Share + one Warrant (1/2 share) + one Right
- Each Right entitles the holder to receive one-tenth (1/10) of one Share
- Warrant call for redemption threshold: equals or exceeds $18.00 (cash or cashless exercise)
- 100% held in trust ($10.00 per share)
- 18 months to complete an acquisition + 4 month extension by vote (shareholders receive 1/2 warrant)
- Underwriter fees: 2.0% + 3.5% business combination marketing agreement. EarlyBirdCapital is sole book-runner.
Ellenoff Grossman & Schole LLP and Maples and Calder are Issuer’s Counsel and Underwriter’s Counsel, respectively.
At the SPAC of Dawn Happy Friday! SPACInsider has unveiled new presets on SPAC Performance accessible via the Data drop-down to easily sort for the highest and lowest performing active SPACs and de-SPACs. On the de-SPAC side, Vertiv (NYSE:VRT) continues to be well ahead of the pack, logging a 710% return by share price adjusted...
AGBA (NASDAQ:AGBA) stock is up over +90% this morning following a +211% premarket spike on news it has signed a definitive agreement to combine with social streaming video platform Triller. AGBA, the company itself, was formed by the $555 million combination between a SPAC of the same name and TAG Companies, a financial services firm...
At the SPAC of Dawn Since closing its combination with DHC last month, AI customer engagement firm BEN (NASDAQ:BNAI) has rolled out new partnerships with call center and healthcare clients. And, while it faces a fair bit of competition in the chatbot realm, several high-profile institutions have demonstrated that creating one that provides useful services...
Blue Ocean (NASDAQ:BOCN) provided significantly more texture today in the presentation for its $275 million combination with Asian digital media group TNL Mediagene, which it expects to hit profitability in the second half of the year despite a slight shakeup in financing for the transaction. The first big update in the first investor deck is...
At the SPAC of Dawn A brand new market may have just opened up for space de-SPACs as NASA administrator Bill Nelson announced a shift in the agency’s $11 billion program for a mission to return samples from Mars. Rather than rely on the agency’s internal technologies that would be predicted to get a sample...