Prime Number I (NASDAQ:PNAC) announced in an 8-K this morning that it has signed a forward purchase agreement (FPA) with Meteora Capital Partners affiliates covering up to 2,000,000 shares.
Meteora is to buy up to this amount of shares and will be issued 2,000,000 shares less any amounts it purchases. In exchange, Meteora is to pay the deal parties half of a $1 million fee upfront and the other half once the SEC declares Prime Number’s registration statement effective.
The investor is nonetheless to be paid the equivalent of the redemption rate for its share purchases and will pay the combined company back for any share sales it makes subsequently at prices subject to a two-week VWAP reset with a $7 floor.
Meteora will also receive a cash payment for its participation equal to the value of 150,000 shares at the deal’s initial share price. Unless the FPA is terminated early, Meteora will repay the combined company $1 per share it still holds two years after the deal closes.
Prime Number I also revealed in the filing that its shareholders had redeemed 98.5% of its shares for cash as of August 11. The SPAC’s decision to shift the contribution amount for its past extension after the record date had already passed may have contributed to redemption decisions.
The SPAC’s remaining shareholders are heading into a vote tomorrow to approve its $1.3 billion merger with battery-maker Noco-Noco, which was announced in December 2022. Singapore-based Noco-Noco is developing carbon-zero EV batteries and lithium-ion separators.
In April, it announced it had signed a memorandum of understanding to work on a proof-of-concept for fuel cell and battery-powered buses for the Kyushu Sanko Group.
Terms Tracker for the Week Ending October 25, 2024 Welcome to our weekly column where we discuss the findings from our IPO terms tracker based on the previous week’s pricings. Finally, a little more SPAC action this week with no less than four IPOs priced. That brings October’s tally to seven IPOs with one more...
At the SPAC of Dawn The rebound of the growth companies that made up the SPAC class of 2021 has been one of the bigger stories of second half of 2024, but not all of the de-SPACs are feeling the love equally. Instead, in many new sectors that hit the public markets together as a...
DT Cloud (NASDAQ:DYCQ) has entered into a definitive agreement to combine with Maius Pharmaceutical at an equity value of $250 million. Shanghai-based Maius is a drug developer and researcher focused on small-molecule chemical treatments for different forms of cancer. The combined company is expected to trade on the Nasdaq once the deal is completed in...
Charlton Aria Acquisition Corporation announced the pricing of its $75 million IPO and its units are expected to begin trading on the Nasdaq under the symbol “CHARU”, Thursday, October 24, 2024. The new SPAC plans to focus on industries that complement the management team’s and board of director’s background and network. The sponsor team for...
At the SPAC of Dawn As the market goes through a cooling period this week, new readouts for jobless claims and new home sales are set to hit later today. Jobless claims are of course something of a proxy indicator for SPACs as to when the Fed might continue to its rate-cutting process, while home...