‘Twas the Night Before Christmas in SPACLand…

‘Twas the night before Christmas, when all through SPACLand
Not a creature was stirring, not even Chardan;
The suit jackets were all hung by the desk chairs with care,
In hopes that a deal soon would be there;

The attorneys were nestled all snug in their chairs;
While visions of bonuses danced in their heads;
And my laptop in its sleeve, and I in my SPACInsider cap,
Had just settled my brain for a long winter’s nap,

When out on sixth avenue, there arose such a clatter,
I sprang from my desk to see what was the matter.

UPDATE: Stellar, Wealthbridge (New SPAC), Gores Metropoulos, AMCI, Gov’t Shutdown

There was a flurry of news and filings Friday afternoon ahead of the Christmas Holiday week and ahead of the government shutdown (which could also shut down the SEC – more on that at the bottom of this post). 

Update: Black Ridge Acquisition Corp. (BRAC) Announces Combination

UPDATE:  Additional information on the Black Ridge transaction with Ourgame International Holdings was released this morning and the following is a summary of selected details found in the filings:

• The transaction is expected to close in the first quarter of 2019
• Earn-out:  the former owners of Allied Esports and WPT will be entitled to receive their pro rata portion of an aggregate of an additional 3,846,153 shares of Black Ridge Common Stock if the last sales price of the Black Ridge Common Stock equals or exceeds $13.00 per share for thirty (30) consecutive days at any time during the five (5) year period commencing on the date of the Closing.

Federal Street Amends Merger Agreement and Backstop

PIPE with THL for up to $750 Million now at $8.50 per share

Federal Street Acquisition Corp. (“FSAC”) announced early this morning that they have amended both the merger agreement with Agiliti Health and the subscription agreement with Thomas H.

Black Ridge Acquisition Corp. (BRAC) Announces Combination

Black Ridge Acquisition Corp. (BRAC) announced tonight they have signed a definitive agreement with Ourgame International Holdings Ltd. (“Ourgame”) to acquire two of Ourgame’s global esports and entertainment assets, Allied Esports International, Inc.

Draper Oakwood (DOTA) Announces Vote Results

Draper Oakwood Technology Acquisition, Inc., announced this evening that shareholders approved their business combination with Reebonz Limited.  No details on vote counts or redemption values/amounts were provided, however, Reebonz has applied for listing of its ordinary shares and warrants on the NASDAQ Stock Market under the ticker “RBZ”.

Federal Street (FSAC) To Adjourn Shareholder Vote to Jan. 3rd

Federal Street Acquisition Corp. (FSAC), announced this afternoon, that they will be adjourning their special meeting of FSAC stockholders, originally scheduled to be held today, December 17, 2018.   The new meeting date will now be held on Thursday, January 3rd, 2019.

RMG Acquisition Corp. (RMG.U) Files for $200 SPAC IPO

This afternoon, Deutsche Bank filed their second January SPAC with RMG Acquisition Corp. (RMG.U), a $200 million IPO focused on the diversified resources and industrial materials sectors. RMG will be led by Robert S.

Draper Oakwood (DOTA) Releases Additional Details on Backstops

This morning, Draper Oakwood Technology (DOTA), put out an 8-K with additional details on their two backstop arrangements to secure their combination with Reebonz.  Notably, the two backstop investors are S-4 Limited, which agreed to acquire 1,000,000 shares in the open market on Friday, and Vertex, which agreed to acquire $5 million worth of shares in the open market on Friday. 

Draper Oakwood Gets Two Backstops to Secure Its Combination

Draper Oakwood Technology Acquisition, Inc. (DOTA), announced this morning that it has arranged two backstops to secure its business combination with Reebonz Limited.  However, most of the finer details that you would want to see (and that DOTA doesn’t want you to see) have been left out. 

Chardan Healthcare Acquisition Corp. (CHAC.U) Prices $70 Million SPAC

Chardan Healthcare Acquisition Corp. (CHAC.U), the Chardan-backed SPAC focusing on Healthcare companies in North America, priced their $70 million IPO Thursday evening, wrapping up a very active 2018 for SPACs. CHACU, which is being led by senior members of Chardan Capital Markets, should be the final SPAC for the year, bringing 2018’s grand total to 46 SPAC IPOs and $10.72 billion in gross proceeds raised.

New Addition to the Yield-To-Maturity Tables…

Some of you may have already noticed, but yesterday, we added two new tables to the Yield-To-Maturity page.  However, a bit of background first….

The initial Yield-To-Maturity tables we published used a very conservative method whereby we used either the trust value at IPO (for SPACs still searching for targets) or the “illustrative value” that SPACs use in their proxies or presentations (for announced SPACs) to calculate the YTM. 

One Madison Corp. (OMAD) Announces Business Combination with Ranpak

One Madison Corp. (OMAD), announced Thursday morning that they have signed a definitive agreement with affiliates of Rhône Capital (“Rhône Capital”), to combine with Ranpak Corporation (“Ranpak”), sustainable systems-based packaging solution for e-Commerce and industrial supply chains.

CF Finance Acquisition Corp. (CFFAU) Prices $250 Million SPAC

CF Finance Acquisition Corp. (CFFAU), the Cantor Fitzgerald sponsored SPAC, priced their $250 million IPO this evening and the units are expected to begin trading on Thursday, December 13th, under the symbol Nasdaq: CFFAU.

Gores Metropoulos, Inc. Files for $375 SPAC IPO

This morning, we had a surprise new IPO filing in the form of a $375 million “Gores” SPAC, but this time with the addition of Dean Metropoulos, the billionaire investor that has been involved in roughly 80 transactions in the food and consumer sectors. 

CF Finance (CFFAU) Goes to 3/4 of a Warrant Ahead of Pricing

CF Finance Acquisition Corp., in a very surprising move, re-filed their prospectus this afternoon changing their warrant included in their unit from a full warrant to three-quarters of a full warrant. 

Schultze Special Purpose Acquisition Corp. (SAMAU) Prices $130 Million SPAC

Schultze Special Purpose Acquisition Corp., priced their slightly down-sized $130 million SPAC this morning and is now trading under the symbol Nasdaq: SAMAU.  Due to the change in size, a press release was not available right away, however, we updated our tables once we we had confirmation.

Draper Oakwood Technology (DOTA) Amends Shareholder Voting Requirement

Draper Oakwood Technology Acquisition Corp. (DOTA), put out a press release this morning removing the recently added requirement that in order for shareholders to exercise their redemption rights, they MUST vote either for or against the Business Combination Proposal in addition to redeeming their shares.  At

Friday Happy Hour Update: Schultze, Chardan Healthcare & CF Finance Get Ready to Price

This afternoon, both Chardan Healthcare (CHACU) and CF Finance (CFFAU) filed amended S-1s, indicating they are getting ready to price next week. Chardan Healthcare’s S-1/A consisted mostly of nits and clarifying their underwriting fees regarding the $100,000 to be paid to B.

Schultze Special Purpose Amends and Adds Crescent Term

Schultze Special Purpose Acquisition Corp. (SAMAU), the $150 million SPAC focusing on restructured companies, amended their S-1 this morning by adding the “Crescent Term,” which adjusts the warrant strike in the event of the issuance of additional securities in connection with a business combination closing.