This morning, Health Sciences Acquisitions Corp. (HSACU) filed for a $100 million, RTW Investments-backed SPAC focusing on BioPharma and Med Tech companies in North America and Europe. For those not familiar with RTW, they are a $1.9 billion investment firm focused on both public and private investments in the health/life sciences sectors. Health Sciences Acquisitions will be led by Roderick Wong, MD, as President, CEO and Chairman, as well as senior members of RTW investments.
Looking at this SPAC’s structure, once again, we have another unit with 1/2 a warrant. Of the five SPACs currently on file to IPO, three (Iswill, Act II, and now Health Sciences) have 1/2 a warrant, one (AGBA) has 1 warrant for 1/2 share, and one (Diamond Eagle) has 1/3 of a warrant. Plus, the previous six SPACs to IPO (BRPM, RPLA, JFKK, INSU, TRNE, CRSA) ALL had 1/2 a warrant as well. Slim pickings if you’re an investor that likes warrants.
However, focusing on the remainder of the Health Sciences structure, this SPAC also has 100% in trust with a 24 month duration. But, there are a few notable differences that set Health Sciences apart from the pack. First, the warrant call trigger is only $16.50, whereas most SPACs of this ilk have a trigger of $18.00. Additionally, the private placement purchase of warrants for the Sponsor’s at-risk capital is being purchased at $0.50, rather than $1.00 (or $1.50 for larger SPACs). Finally, there is no Crescent Term, as of yet.
Even more notable is that UBS went to the right of Chardan on the cover. Underwriter placement on the front cover of an IPO is a tricky thing and mostly only really matters to other underwriters, however, it does determine what is counted in various League Tables. I.e., you need to be book-runner, not just a lead in order to get credit. And while Chardan and UBS are “joint book-runners” on Health Sciences, it’s still a matter of status in IPOs and a little unusual to see a “big” bank go to the right of a smaller bank. Having said that, SPACs are not like traditional IPOs. An experienced SPAC underwriter sometimes trumps tier-1 status and Chardan has recently been involved in Arya Sciences (a high-profile life sciences SPAC) as well as Chardan Healthcare.
Nonetheless, it will be interesting to see if Health Sciences needs to amend any of their terms. Presumably, this SPAC has already “tested the waters”, but given that there are so many deals right now with similar terms, could there at least be pushback on the $16.50 warrant trigger and without a Crescent Term? Possibly. Although, healthcare is hot and RTW is a legit team. So while Arya Sciences set the bar for health-focused SPAC IPO performance, the RTW team has the potential to do just as well or at least come pretty close.
Summary of terms below:
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