Tuesday Evening Round-up: Gores Metropoulos, Pensare, Modern Media

There were a number of new filings this evening, so to expedite we’ve summarized the relevant information below:

Gores Metropoulos

Gores Metropoulos Acquisition Corp. filed another amendment to their prospectus, however, there are no material changes to the terms.  However, the lawyers did remove the delaying amendment so that if the government shutdown continues, Gores Metropoulos still has the option to price 20 days later. For those unfamiliar with how the SEC is handling the government shutdown, due to their limited staff and their inability to provide a review of registration statements (among other things) they’ve taken the unusual step in allowing companies to file without a delaying amendment and letting those registration statements get effective 20 days later.  We’ve already seen Andina III and Monocle remove their delaying amendments and you can expect the other four on file to do the same in due turn.

Pensare Acquisition Corp.

Pensare Acquisition Corp. filed their definitive proxy for their shareholder vote to extend their completion deadline three months from February 1, 2019 to May 1, 2019.  The vote will take place on January 28th and the record date was December 26th.  However, there is no additional contribution to trust for extending.  Per the proxy, the cash per share portion of the trust was $10.12 at September 30th, 2018, and is approximately $10.17 today, according to our calculations.

Pensare seems to be flirting with danger by not providing additional compensation for an extension and without additional funds contributed, they could potentially see a big chunk of their $314.1 million in trust (as of 9/30) redeemed at the vote.  We’ll watch to see if that changes ahead of January 28th.

Modern Media Acquisition Corp.

Modern Media Acquisition Corp. initially filed a preliminary proxy statement on January 4th, to extend their completion deadline four months from February 17, 2019 to June 17, 2019.  However, it would appear that the preliminary proxy disclosed that the Board fixed the record date for that vote as January 4th.  Instead, today’s 8-K amends that record date to January 14th, with the vote taking place on February 8, 2019.

Nonetheless, Modern Media (just like Pensare) did not say they were planning on contributing additional funds to the trust in order to extend.  Given how tough the current SPAC market is, this is unwise for both Modern Media and Pensare, so perhaps that situation will change.  We’ll keep an eye out.