At the SPAC of Dawn
Earlier this week, CSLM Acquisition Corp. (NASDAQ:CSLM) announced a combination with AI software firm Fusemachines, but offered few financial details in the announcement press release.
It has since filed its merger documents and they include some terms that are becoming more common in SPAC transactions. Namely, CSLM’s sponsor will be supporting the deal with $6.5 million in convertible promissory notes and a $8.2 million PIPE subject to reduction based on Fusemachines’ excess closing cash.
Such structures provide a bit of flexibility in a time when capital is expensive and redemptions high. For sponsors as well, it gives a means to defray the loss of forfeited promote shares and put skin in the game under still preferential terms at the same time. A similar mechanism was also added to ESGEN Acquisition Corp.‘s (NASDAQ:ESAC) combination with Sunergy in a deal tweak today.
Also, tune in at 2 pm ET today as SPACInsider founder Kristi Marvin breaks down the implications of the SEC’s new SPAC rules in a webinar with Derek Dostal, a partner at Davis Polk & Wardwell LLP, Doug Ellenoff, partner at Ellenoff Grossman & Schole LLP, and Christian Nagler, partner at Kirkland & Ellis LLP.
Deals and Funding
- Welsbach Technology (NASDAQ:WTMA) has signed a non-binding letter of intent (LOI) to combine with mining firm Evolution Metals for so far unspecified terms. It has about $23.4 million in trust.
- ESGEN‘s sponsor will purchase $15 million in convertible notes from its merger target Sunergy while also forfeiting 2,900,000 shares in exchange for Sunergy decreasing its valuation -17.8% to $390 million.
News and Rumors
- Tech Crunch: Aurora Innovation, the autonomous vehicle company aiming to launch a self-driving trucks business by the end of 2024, laid off 3% of its workforce this month. Aurora completed its combination with Reinvent Technology Partners Y in 2021.
- CFODive: View (NASDAQ:VIEW) CFO Amy Reeves will resign February 1 as the smart window maker struggles to reach profitability, having combined with CF II in March 2021.
Non-Redemption Agreements
- In connection with a possible extension, Mars (NASDAQ:MARX) plans to discuss with shareholders the terms and conditions of a potential non-redemption incentive. The sponsor and Mars have entered into non-redemption agreements with several unaffiliated third parties on the same terms in exchange for not redeeming an aggregate of 200,000 ordinary shares. In exchange for the foregoing commitment, the sponsor has agreed to issue them an aggregate of 40,000 common stock.
Terms Tracker for the Week Ending November 29, 2024 Welcome to our weekly column where we discuss the findings from our IPO terms tracker based on the previous week’s pricings. This was a shortened holiday week, but SPACs still managed to put through a number of filings, which should usher in a busy first half...
Range Capital Acqusition Corp. (NASDAQ:RANGU) has filed to launch a $100 million SPAC with a broad approach, but with expertise in natural resources. The vehicle becomes the fourth SPAC that underwriter EarlyBirdCapital has put its name on so far this year, but it bears some different features than the rest of its 2024 slate. EarlyBirdCapital...
This holiday season is set to be an exciting one in the SPAC world as 10 sponsors and 11 de-SPAC’d companies can expect the gift of a lock-up expiration to mark it with. This makes it the busiest month for such activity in the second half of the year and at least a few parties...
At the SPAC of Dawn For Black Friday’s truncated trading session today, the broader action is likely to be focused on consumer stocks as investors gauge the scope of this year’s holiday spending surge. But, much of this will pass right by SPACs, because consumer has been a sector that has stymied teams more often...
At the SPAC of Dawn Among target sectors, edtech is one that SPACs have done a fair amount of sniffing around without a clear, signature success. On one hand, the four SPAC deals that have been completed in the space dating back to 2020 trade roughly in line with the median share price of all...