Parsec Capital (PCX) “Maybe” Begins Liquidation Process
Parsec Capital (NASDAQ:PCX) announced in an 8-K this morning that it has begun the process of liquidating its trust account, but the filing also curiously notes that the team is trying to carry on with its announced combination with Enteractive Media.
The announcement matches what the SPAC said in its 10-Q filed November 18, that it had determined it was “in the best interests of the Company and its stockholders to dissolve and liquidate”. In today’s update, it notes that this is occurring because it failed to make the required payment to extend its transaction deadline from October 8 of this year.
Oddly, the SPAC announced its business combination with Enteractive on October 18, 10 days after this date had passed. The Toronto-based company produces media around esports and gambling tips, but gave little information about itself at announcement. What few details of the company could be gleamed from the web only made it seem stranger.
The parties did amend the deal slightly in November from consideration of 5,000,000 shares at an assumed price of $4 per share to 6,900,000 shares at an assumed price of $10. But, 1,900,000 of those shares would be forfeited by the combined company if it failed to achieve gross revenues of at least $3 million in 2023.
That would be irrelevant, however, if the SPAC was unable to fund its automatic extension at $0.10 per share for three months to January 8, 2023, or receive shareholder approval for an extension by vote. Parsec was evidently unable to open door number one, but, the company still aims to try door number two if it is not too late to do so.
The 8-K notes that “The Company will try to receive permission from its remaining shareholders and regulatory authorities to continue its existence and complete its previously announced business combination with Enteractive Media Inc. but there can be no assurance that it will be able to do so.”
Why the SPAC is attempting this after determining three weeks ago that it was in everyone’s best interests to liquidate is not explained, nor how it would accomplish this as it has not yet filed a proxy for a vote. If the trust administrator has indeed begun the liquidation process, then the time is very short. But, then again, the filings do not note a firm liquidation date or per share redemption amount.
SPACInsider has not previously had the need for a “Possibly Liquidating” category for SPACs, so Parsec will remain in the Announced column for now.