Act II Global Acquisition Corp. re-filed their amended S-1 tonight, with a few changes, large and small. The most noticeable change being the removal of their prior left lead – J.P. Morgan. As noted previously, J.P. Morgan hasn’t been involved in a SPAC since 2017 and never as left lead. So…we can speculate all sorts of reasons as to why J.P. Morgan is no longer involved in Act II, but the net result is, this is a nice coup for Cantor, who is now their sole book-runner. J.P. Morgan is a great bank, but in SPAC Land it’s always advantageous to have a really experienced SPAC underwriter. Perhaps JPM wouldn’t go to the right of Cantor.
Nonetheless, the other change to Act II’s IPO filing includes a small reduction of their at-risk capital from $7.0 million to $6.75 million. Additionally, Cantor is using one of their standard plays from their playbook, where in the event of an over-allotment, management does not have to contribute additional at-risk capital. This is because they are back loading the underwriter fees on the over-allotment.
Using Act II’s $250 million SPAC as an example, the upfront underwriting fee is 2% and the deferred fee is 3.5%. However, if they exercise the full over-allotment for a total deal size of $287.5 million, normally, an underwriter would be paid 2% upfront on the additional $37.5 million over-allotment. Instead, what Cantor does is not take any additional UPFRONT (2%) underwriting fees on the over-allotment of $37.5 million, but will instead collect 5.5% at the closing of the business combination on just the over-allotment portion and the $250 million will still be subject to a 3.5% fee. (If this is a little confusing, just compare the Use of Proceeds tables in the first and most recent S-1s.) This enables the SPAC management team to not have to increase their private placement purchase (at-risk capital) in order to account for the additional upfront underwriting fees.
In any event, Act II was previously expected to price Wednesday, April 24th for trading Thursday, April 25th. This schedule should remain the same, but we’ll update any further changes.
Act II revised summary of terms below:
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...
Overall deal flow between SPACs and biotech firms has slowed over the last year, but some pending FDA changes could breathe new life into particular business models within the space. In particular, the FDA has asked Congress as part of its 2025 Legislative Proposals to eliminate the interchangeability designation for biosimilar medications, claiming the existing...