At the SPAC of Dawn

Good morning! Watch this space moving forward as a roundup of evening filings as well as news nuggets to nibble on beside your morning coffee.

The tail end of the September holiday season meant little action over the past few weeks, but the SPAC market is shuddering back to life now with much more business on the docket in coming days.

We can expect four extension votes, two completion votes, an early liquidation, and a name change sprinkled in. Twenty-one more SPACs are expected to automatically extend their deadlines before next Monday rolls around.

As further signs of activity, after hours saw one Asia-based SPAC deal terminated, one new one announced and a third securing shareholder approval (more on those later). The Asian markets have had their own looming uncertainty to contend with as China’s real estate sector faces an impending debt crisis.

But, the overnight announcements are an encouraging sign that the SPACs will continue to flow on both continents.

News and Rumors

• TechCrunch: What caused de-SPAC Shift to fail? It changed strategy multiple times while spending heavily on technology as the availability of financing tightened since its 2020 combination with Insurance.
• PR: De-SPAC MariaDB (NYSE:MRDB), which completed its combination with Angel Pond Holdings in December 2022, entered into a $26.5 million financing agreement with RP Ventures LLC to fund working capital and pay off its outstanding term loan. The company also announced a restructuring of its board of directors.
• TechCrunch: Cash-trapped EV maker Arrival (NASDAQ:ARVL) announced a new wave of layoffs, cutting its workforce by a further 25% as it right-sizes itself following its 2021 merger with CIIG.
• PR: De-SPAC Hall of Fame Resort & Entertainment (NASDAQ:HOFV), which merged with Gordon Pointe in 2020, has commenced an underwritten public offering of shares of its common stock and warrants to purchase shares of common stock.

Subscription Agreements

• Perception Capital Corp. II (NASDAQ:PCCT) entered into a $650,000 subscription agreement with Polar Multi-Strategy Master Fund to cover working capital requirements. In return, Perception II has agreed to issue 0.9 shares of common stock for each dollar funded as of or prior to closing. The contribution is non-interest bearing and will be repaid to Polar in common stock at a rate of 0.1 shares of common stock for each dollar of the contribution funded as of the closing or in cash.

Additionally, the SPAC’s sponsor agreed to forfeit 585,000 promote shares at close, as well as a number of shares equal to those issued to Polar. Perpection II was informed by the Nasdaq earlier this week that it was out of compliance with its requirement to maintain at least 400 total holders of its Class A shares.

• EF Hutton Acquisition Corp. I (NASDAQ:EFHT) has signed a securities purchase agreement with an institutional investor who will purchase a senior secured convertible note with the principal amount of $15.8 million in connection to its business combination with ECD Auto Design. This bears a 5% interest per annum payable monthly in cash or in stock at an 8% rate and EF Hutton I expects to receive $13.7 million in proceeds from the note before expenses.

Liquidations

• C5 Acquisition Corp. (NYSE:CXAC) has terminated a previously disclosed LOI and will instead begin liquidating its trust with its final trading day set for October 23. Its redemption rate is expected to be $10.70 per share including $9.95 million in interest income.

Non-Redemption Agreements

• Worldwide Webb Acquisition Corp. (NASDAQ:WWAC) has come to agreements with shareholders not to redeem up to 3,733,623 shares in connection with its October 16 extension vote. In exchange, these investors are to receive a number of new shares equal to 1.5% of total non-redeemed shares for the first extension and 3% more if a subsequent extension is needed. Worldwide Webb has a pending $656 million combination with consultancy firm Aeries.
• Compass Digital Acquisition Corp. (NASDAQ:CDAQ) has signed non-redemption agreements with investors who have agreed not to redeem 140,000 shares and will receive a transfer of 21,000 promote shares from Compass Digital’s sponsor in return.