Greenland Acquisition Corp. (not Trump’s personal SPAC trying to buy the country), but the $44 million China-focused SPAC that is proposing to acquire Zhongchai Holding (Hong Kong) Limited, a developer and manufacturer of transmission products for material handling machineries in China, announced a $6.0 million PIPE at $10.25 per share yesterday.
It’s a fairly straightforward PIPE without any additional sweeteners, and subscribers can also participate in an additional Backstop arrangement. The details of the Backstop are such that subscribers of the PIPE have the ability to purchase shares in the open market or in privately negotiated transaction up to five days ahead of the vote (starting now). Additionally, any Backstop Shares acquired and held by a Subscriber will reduce the number of Shares required to be purchased by the Subscriber in the PIPE. Most importantly, any Shares purchased in the PIPE or via the Backstop agree to vote in favor of the transaction and waive and not exercise redemption rights.
Greenland (GLAC) has scheduled their shareholder vote for the Zhongchai transaction on October 17th, so we have a full month of potential Backstop purchases ahead of us. This PIPE and Backstop, however, means the GLAC deal is getting done. Keep in mind though, GLAC has 4.4 million Rights (for 440,000 Shares) included in their Unit and the PIPE shares will not be registered until after the combination close. Any Backstop shares that are purchased by PIPE subscriber will be trade-able after the close, but it remains to be seen if any are purchased. As a result, even though this deal is getting done, there is the potential for the float mainly consisting of just Rights shares post-vote.
As a reminder, the record date is September 18th and the redemption deadline is October 15th.