In light of the heavy amount of announcements this morning, a summary of each company (IAM, MPAC, GTYH and AHPA) has been provided below.
I-AM Capital (IAM)
I-AM Capital filed a preliminary proxy to hold their shareholder vote on November 9th, this Friday. Additionally, I-AM has entered into a Forward Purchase Agreement (but in reverse) with Polar Asset Management, in which Polar has agreed to sell 490,000 shares of I-AM Capital common stock to I-AM Capital 30 days after the closing of the Business Combination for $11.23 per share. PLUS, Polar will also get 150,000 restricted shares of I-AM Capital common stock.
Basically, Polar will hang on to I-AM’s shares so that I-AM can secure the vote and then will sell back to I-AM 30 days post-business combination at $11.23.
Furthermore, the “Special Dividend” of 600,000 shares that were to go to shareholders still holding I-AM’s shares post-vote, has been cancelled. No need for it now that I-AM is working with Polar.>/p>
A summary of the changes to the proxy are provided below:
- The board of directors of I-AM Capital has set November 9, 2018 as the revised date of the special meeting;
- the Subscription Agreement has been amended to allow for the issuance of the Upfront I-AM Shares to the Transferring Smaaash Founders;
- the board of directors of I-AM Capital has decided to cancel the Special Dividend;
- I-AM Capital has entered into a forward stock purchase agreement for approximately $5,500,000; and
- the Smaaash Founders may, but are not obligated to, engage in private purchases and open market purchases of outstanding shares of I-AM Capital common stock.
Matlin & Partners (MPAC)
This morning, Matlin & Partners announced the results of their vote to complete their business combination with U.S. Well Services. It passed, but again, we had another SPAC with a lot of redemptions. Per their 8-K, 28,856,991 shares opted to redeem out of the 31,259,111 shares that were subject to possible redemption (as of their latest 10-Q). MPAC did not release the price at which those shares were redeemed, but if there are only 2,402,120 shares that didn’t and we use a conservative estimate of $10.17 pro rata per share, that means there is roughly only $25 million left in trust out of the $329.5 million as of September 30, 2018.
The amount left in trust is just an estimate since these figures are as of one month ago and as we’ve seen, a lot can happen in one month. The actual number of shares subject to redemption at vote could be a lot less than the stated 31,259,111. We’ll have to wait and see at their 10-Q.
GTY Technology Holdings (GTYH)
This morning, GTYH announced the results of their vote to extend their completion deadline to May 1, 2019. The vote passed, but per their 8-K, “34,011,538 shares out of a total of 55,200,000 shares of the Company’s Class A ordinary shares were redeemed. As a result, approximately $216.8 million still remains in the trust account.” Again, more redemptions than a SPAC wants to see, but GTYH still has over $200 million left in trust.
Avista Healthcare Public Acquisition Corp. (AHPA)
Avista filed a preliminary proxy this morning for their business combination with Organogenesis. Among other proposals that include the approval of the combination, there is the issuance of more than 20% of AHPAC’s issued and outstanding ordinary shares (or issued and outstanding common stock following the domestication) to the stockholders of Organogenesis and to participants in the equity financing in order to comply with Nasdaq’s listing rules.