GS Acquisition Holdings Corp. II (GSAH), re-filed its S-1 on Wednesday night, with a notable change – their warrants included in their units, which were originally 1/3 warrants, are now 1/4 warrants.
Oddly enough, just a couple of months ago we saw Social Capital Hedosophia re-file S-1s for IPOB & IPOC to adjust its warrants the other way (poor market conditions caused it to increase its warrant size from 1/4 to 1/3). Now, only a day after Bill Ackman filed for the largest SPAC of all-time with merely 1/9 of a warrant, GSAH II is taking advantage of the favorable market conditions to reduce its warrant size. In tandem, the sponsors will now be purchasing their at-risk private placement warrants at $2.00, as opposed to the $1.50 purchase price for the 1/3 warrants they were previously purchasing.
This is Goldman’s second dip into the SPAC market and it comes after a well-received merger with Vertiv and GS Acquisition Holdings I. So going from a 1/3 warrant to a 1/4 warrant is not all that surprising given this is a well-known sponsor and a team batting 1/1 in a hot SPAC market.
The weight of warrants in SPAC IPOs seems to be as cyclical as debt covenants – when things are good, investors will concede some protections since there is plenty of demand, but once the cycle turns we can expect a renewed pressure for increased warrants to make up for poor equity prospects.
But at the risk of saying “it’s different this time” the large capital raises and high-profile mergers could ultimately attract enough consistent demand for the downsizing in warrants to be a more secular trend. Then again, these are not normal times and we have only a few data points to go off of.
Additionally, today’s amendment included four new Director Nominees – Senator William Frist, Stevem Reinemund, David Robinson and Martha Sullivan. So now that the team has been fully rounded it out, this IPO should be pricing shortly. You can find the new S-1 filing for GSAH HERE.


Crown PropTech (OTC:CPTKW) has entered into a definitive agreement to combine with rare earth mining firm Mkango Resources (TSX-V:MKA) at a pre-money equity value of $400 million. London-based Mkango is working to commercialize a chain of rare earth mining and refining facilities in Africa and Europe. The combined company is expected to trade on the...
At the SPAC of Dawn One of the biggest sources of uncertainty in the SPAC market in recent years has been regulatory changes, but new shifts could be in its favor. SEC Chairman Paul Atkins told CNBC yesterday that the commission would review the rules for SPACs after “rather controversial” changes to the rules passed...
McKinley Acquisition Corporation (NASDAQ:MKLYU) has filed for a $150 million SPAC to hunt for an innovative target company with an experienced financial team that has dabbled in SPACs before. The new SPAC is offering investors one right to a 1/10 share in each unit with no overfunding of the trust, but it could provide a...
At the SPAC of Dawn The rain of SPACs has continued with four expected to make their debuts during today’s trading sessions after pricing their IPOs overnight. The largest of these, EQV Ventures II (NASDAQ:EVACU), even managed an upsize, making it the largest SPAC IPO since Ares II (NYSE:AACT) pulled together $450 million in 2023....
EQV Ventures II (NASDAQ:EVACU) announced the pricing of its upsized $420 million IPO and its units are expected to begin trading on the Nasdaq under the symbol “EVACU”, Wednesday, July 2, 2025. The new SPAC plans to merge with an energy target involved in upstream exploration or production. EQV II’s management team is led by...