Freedom I, which included PIMCO in the sponsor group, still has nearly nine months left to find an acquisition with a deadline date of March 2, 2023. However, this is now the third SPAC in roughly a week’s time that has negotiated a new arrangement for its sponsor. This comes on the heels of Group Nine’s deal with the 890 5th team, and Tribe Capital Markets resigning from Tribe Capital Growth Corp. I’s sponsor group.
However, under the Freedom’s amended letter of agreement, LVS assigned all of its rights, interests and obligations to NextG. Additionally, the agreement permits Freedom I to pay China Bridge Capital (“CBC”), an affiliate of NextG, for certain advisory services pursuant the CBC Agreement.
In May 2021, the SPAC entered into an agreement with CBC for advisory and investment banking services in connection with a potential business combination. Under the CBC Agreement, Freedom I will pay CBC a customary advisory fee, which will be negotiated at the time of the business combination, upon closing.
Furthermore, Freedom I issued an unsecured promissory note in the amount of up to $500,000 to its sponsor. The proceeds of the note, which may be drawn down from time to time until, will be used for general working capital purposes. The note doesn’t bear interest and is payable in full before 24 months from the closing of the IPO or the consummation of the business combination.
Prior to the first payment of all or any portion of the principal balance of the note in cash, the payee has the option to convert all of the principal balance into private placement warrants, each warrant exercisable for one ordinary share at an exercise price of $1.50 per share. The terms of the warrants would be identical to those issued by Freedom I to the payee in a private placement that was consummated in connection with its IPO.
Freedom I priced its $300 million IPO on February 25, 2021 and aims to combine with a scalable fintech target with distinct business strengths and differentiations. The SPAC is led by Executive Chairman Tidjane Thiam and CEO Adam Gishen.