<html><head></head><body><h3>Terms Tracker for the Week Ending April 19, 2024</h3>Welcome to our weekly column where we discuss the findings from our IPO terms tracker based on the previous week’s pricings.Passover and school spring break starts next week, which most likely means a slowdown in SPAC filing activity. Although <a href="https://www.spacinsider.com/spac/churchill-capital-corp-ix" target="_blank">Churchill IX</a> is now rumored to be looking to IPO the week of April 22nd, after pushing off pricing this past week. The capital markets certainly aren’t making things easy with another CPI print showing another increase in inflation and Jay Powell signaling “higher for longer” interest rates.&nbsp; All of which tends to keep the risk mood muted.Nevertheless, we recently launched new presets to make it easier to view both SPAC and De-SPAC performance and noticed some interesting trends. (You can find the new presets under the “Data” tab and are labeled “SPAC Performance”). Essentially we sorted SPAC returns based on whether they were still a<a href="https://www.spacinsider.com/data/custom-table/preset/default/top-spacs-spac-share" target="_blank">ctive SPACs</a> (Searching and Announced) or <a href="https://www.spacinsider.com/data/custom-table/preset/default/top-despacs-despac-share" target="_blank">De-SPACs</a> (Completed), but further looked at the return for active SPACs based on their <a href="https://www.spacinsider.com/data/custom-table/preset/default/top-spacs-nav" target="_blank">Net Asset Value (NAV)</a>.Note: Subscribers can find updates to all database changes under <a href="https://www.spacinsider.com/releasenotes" target="_blank">Release Notes</a> found by clicking on the drop down under your name in the upper right hand corner.As for the new presets and specifically the <a href="https://www.spacinsider.com/data/custom-table/preset/default/top-despacs-despac-share?slug=custom-table&amp;presetid=top-despacs-despac-share" target="_blank">Top DeSPACs by Share Return</a>, what you’ll notice in the screenshot below is the top 20 spots are all held by repeat SPAC sponsors, except for two – <a href="https://www.spacinsider.com/spac/frazier-lifesciences-acquisition-corporation" target="_blank">Frazier Life Sciences</a> at #19, and <a href="https://www.spacinsider.com/spac/kayne-anderson-acquisition-corporation" target="_blank">Kayne Anderson</a> at #20. What’s also interesting to note is that despite all the attention currently on DJT (<a href="https://www.spacinsider.com/spac/digital-world-acquisition-corp" target="_blank">formerly DWAC</a>) and how it’s trading, DJT only ranks (currently) at #13.<a href="https://www.spacinsider.com/spac/gs-acquisition-holdings-corporation" target="_blank">GS Acquisition Holdings Corp.</a> on the other hand is absolutely crushing it with a current trading price of $81.80 (as of Thursday, 4/18) and a % return on the DeSPAC share price of 718.8%.&nbsp; It’s important to occasionally be reminded of the success stories when so much of today’s news tends to focus on the negatives.<img data-recalc-dims="1" loading="lazy" decoding="async" class="size-large wp-image-250782 alignnone" src="https://i0.wp.com/spacinsider.com/wp-content/uploads/2024/04/Screen-Shot-2024-04-18-at-4.57.27-PM-1024x662.png?resize=640%2C414&amp;ssl=1" alt="Screen Shot 2024-04-18 at 4.57.27 PM" width="640" height="414" srcset="https://i0.wp.com/old.spacinsider.com/wp-content/uploads/2024/04/Screen-Shot-2024-04-18-at-4.57.27-PM.png?resize=1024%2C662&amp;ssl=1 1024w, https://i0.wp.com/old.spacinsider.com/wp-content/uploads/2024/04/Screen-Shot-2024-04-18-at-4.57.27-PM.png?resize=300%2C194&amp;ssl=1 300w, https://i0.wp.com/old.spacinsider.com/wp-content/uploads/2024/04/Screen-Shot-2024-04-18-at-4.57.27-PM.png?resize=150%2C97&amp;ssl=1 150w, https://i0.wp.com/old.spacinsider.com/wp-content/uploads/2024/04/Screen-Shot-2024-04-18-at-4.57.27-PM.png?resize=768%2C496&amp;ssl=1 768w, https://i0.wp.com/old.spacinsider.com/wp-content/uploads/2024/04/Screen-Shot-2024-04-18-at-4.57.27-PM.png?resize=1536%2C993&amp;ssl=1 1536w, https://i0.wp.com/old.spacinsider.com/wp-content/uploads/2024/04/Screen-Shot-2024-04-18-at-4.57.27-PM.png?resize=2048%2C1323&amp;ssl=1 2048w, https://i0.wp.com/old.spacinsider.com/wp-content/uploads/2024/04/Screen-Shot-2024-04-18-at-4.57.27-PM.png?resize=556%2C359&amp;ssl=1 556w, https://i0.wp.com/old.spacinsider.com/wp-content/uploads/2024/04/Screen-Shot-2024-04-18-at-4.57.27-PM.png?w=1280&amp;ssl=1 1280w, https://i0.wp.com/old.spacinsider.com/wp-content/uploads/2024/04/Screen-Shot-2024-04-18-at-4.57.27-PM.png?w=1920&amp;ssl=1 1920w" sizes="auto, (max-width: 640px) 100vw, 640px">&nbsp;In the meantime, <a href="https://www.sec.gov/Archives/edgar/data/1834526/000110465924049264/tm243519d4_s-1.htm" target="_blank">GP-Act III Acquisition Corp.</a>, which had previously withdrawn its S-1 registration statement back in November 2022, refiled another new S-1 on Friday. It’s still a $250 million offering underwritten by Cantor, with Antonio Bonchristiano as CEO and Fersen Lamas Lambranho as Co-Chairman, but Irwin Simon, who founded The Hain Celestial Group, Inc. (NASDAQ: HAIN), is no longer Co-Chairman. Instead, Steven L. Spinner who was previously in the role of Vice-Chairman has been moved up to Co-Chairman. (More on changes to terms below.)However, Irwin Simon is still part of this SPAC as the head of IDS III LLC, which is a co-sponsor to this deal. He may not officially be listed in the Management section of the S-1, but he is noted prominently throughout the prospectus.There was also an amended S-1/A filed from <a href="https://www.spacinsider.com/spac/rf-acquisition-corp-ii" target="_blank">RF Acquisition II</a>, the $100 million offering being underwritten by EarlyBird, but it did not include any notable changes to terms. Most likely it was comments clean-up ahead of pricing.Furthermore, there were no new Abandonments or Registration Withdrawals (RWs). As a result, the number of SPACs currently on file to IPO jumps to 31, up from 30 last week.Looking at liquidations, <a href="https://www.spacinsider.com/spac/nocturne-acquisition-corporation" target="_blank">Nocturne</a> was the sole SPAC to announce both a termination of their deal as well as a liquidation and was also the sole SPAC to complete the redemption of its trust. However, we did have one reversal of an announced liquidation this week from <a href="https://www.spacinsider.com/spac/rmg-acquisition-corp-iii" target="_blank">RMG Acquisition Corp. III</a>.On April 8th, RMG III announced it intended to liquidate as of April 22nd, but on <a href="https://www.businesswire.com/news/home/20240419261410/en/" target="_blank">Friday, April 19th, they stated</a> that the board of directors of the Company had subsequently determined it was in the best interest of shareholders to continue searching for a business combination and they intended to file an extension proxy to extend their current completion deadline.The SPACs with liquidation announcements this week were:<ul>
<li><a href="https://www.spacinsider.com/spac/nocturne-acquisition-corporation" target="_blank">Nocturne Acquisition Corporation</a></li>
</ul>The SPACs that completed their liquidations this week:<ul>
<li><a href="https://www.spacinsider.com/spac/nocturne-acquisition-corporation" target="_blank">Nocturne Acquisition Corporation</a></li>
</ul>As a result of this week’s movements in the liquidation category, the total number of SPACs officially liquidated in 2024 year-to-date is now at 18, with just two more still in queue to liquidate in the coming weeks. This brings the eventual 2024 YTD total to 20 liquidations.In regards to SPACs searching for targets, that number is now 98, down from 99 last week.&nbsp; However, as mentioned above there are two more SPACs still pending liquidation which brings the eventual number of SPACs out Searching to 96.However, the deal pending liquidation is <a href="https://www.spacinsider.com/spac/roth-ch-acquisition-co" target="_blank">Roth CH</a> (USCT), which has postponed its vote to liquidate early and continue listing on the OTC multiple times.&nbsp; Roth CH now aims to hold its vote on April 29th.<h3>Terms Tracker</h3>As mentioned above, <a href="https://www.sec.gov/Archives/edgar/data/1834526/000110465924049264/tm243519d4_s-1.htm" target="_blank">GP-Act III Acquisition Corp.</a>, which had previously withdrawn its S-1 registration statement back in November 2022, refiled another new S-1 on Friday.&nbsp; It is substantially similar in regards to team composition, but its terms have been changed to reflect the current terms environment.Specifically, GP-Act III now shows it is a 100% in trust deal ($10.00 per unit day-one) coming down from 102.0% in it’s previous version. Additionally, GP-Act III is now asking for 24 months to complete a combination whereas before it asked for 18 months. Finally, the deferred underwriting fee, which was a substantially larger than the norm at 5.0% (on top of the 2% upfront) is now 4.5%.&nbsp; The sponsor funded FPA is no longer included as well, but GP-Act III stayed with a half-warrant in it’s IPO unit.So while these terms are a big step up from the previous ones and investors might push back a little, Cantor is an experienced SPAC underwriter.&nbsp; Investors will find it difficult getting any wiggle room from them.Additionally, there was a new S-1 filed this week from <a href="https://www.sec.gov/Archives/edgar/data/2012807/000182912624002532/0001829126-24-002532-index.htm" target="_blank">RF Acquisition Corp. II</a>, the $100 million offering being underwritten by EarlyBird. There were no notable changes to terms, but a filed amendment usually means a SPAC is getting close to pricing its IPO.<img data-recalc-dims="1" loading="lazy" decoding="async" class="alignnone wp-image-250800 size-full" src="https://i0.wp.com/spacinsider.com/wp-content/uploads/2024/04/spac-terms-tracker-62.png?resize=640%2C427&amp;ssl=1" alt="spac-terms-tracker (62)" width="640" height="427" srcset="https://i0.wp.com/old.spacinsider.com/wp-content/uploads/2024/04/spac-terms-tracker-62.png?w=1200&amp;ssl=1 1200w, https://i0.wp.com/old.spacinsider.com/wp-content/uploads/2024/04/spac-terms-tracker-62.png?resize=300%2C200&amp;ssl=1 300w, https://i0.wp.com/old.spacinsider.com/wp-content/uploads/2024/04/spac-terms-tracker-62.png?resize=1024%2C683&amp;ssl=1 1024w, https://i0.wp.com/old.spacinsider.com/wp-content/uploads/2024/04/spac-terms-tracker-62.png?resize=150%2C100&amp;ssl=1 150w, https://i0.wp.com/old.spacinsider.com/wp-content/uploads/2024/04/spac-terms-tracker-62.png?resize=768%2C512&amp;ssl=1 768w, https://i0.wp.com/old.spacinsider.com/wp-content/uploads/2024/04/spac-terms-tracker-62.png?resize=556%2C371&amp;ssl=1 556w" sizes="auto, (max-width: 640px) 100vw, 640px">[Read here for a&nbsp;<a href="https://spacinsider.com/2020/12/30/launching-our-spac-ipo-terms-tracker/" target="_blank" rel="noopener">refresher on our methodology</a>]<ul>
<li>The Terms Diffusion Index oscillates around 50.0, assigning a 1.0 value to all positive changes, a 0.5 value to “no changes”, and a 0.0 value to negative changes. Therefore, readings above 50.0 would indicate SPAC terms were loosening on the week, while a reading below 50.0 signals tightening.</li>
</ul><hr><h3>IPO Performances from Last Week</h3>Once again, there are still no IPOs to measure for April and we’re now more than halfway through the month. There is still a week and two trading days left and the chatter is that <a href="https://www.spacinsider.com/spac/churchill-capital-corp-ix" target="_blank">Churchill IX</a> will now be looking at pricing next week instead.Plus, with <a href="https://www.sec.gov/Archives/edgar/data/2012807/000182912624002532/0001829126-24-002532-index.htm" target="_blank">RF Acquisition Corp. II</a> filing an amended S-1/A, indicates they should be closer to pricing. Perhaps SPACs see a double-header to close out the month.Keep in mind, however, that Passover begins on Monday, April 22nd, and it’s also spring break for New York schools. It should be a light week regardless, but it also might mean any potential IPOs get pushed to the following week.<img data-recalc-dims="1" loading="lazy" decoding="async" class="alignnone wp-image-250302 size-full" src="https://i0.wp.com/spacinsider.com/wp-content/uploads/2024/03/SPACInsider-IPO-Performance-Tracker-21.png?resize=640%2C396&amp;ssl=1" alt="SPACInsider IPO Performance Tracker (21)" width="640" height="396" srcset="https://i0.wp.com/old.spacinsider.com/wp-content/uploads/2024/03/SPACInsider-IPO-Performance-Tracker-21.png?w=1733&amp;ssl=1 1733w, https://i0.wp.com/old.spacinsider.com/wp-content/uploads/2024/03/SPACInsider-IPO-Performance-Tracker-21.png?resize=300%2C186&amp;ssl=1 300w, https://i0.wp.com/old.spacinsider.com/wp-content/uploads/2024/03/SPACInsider-IPO-Performance-Tracker-21.png?resize=1024%2C633&amp;ssl=1 1024w, https://i0.wp.com/old.spacinsider.com/wp-content/uploads/2024/03/SPACInsider-IPO-Performance-Tracker-21.png?resize=150%2C93&amp;ssl=1 150w, https://i0.wp.com/old.spacinsider.com/wp-content/uploads/2024/03/SPACInsider-IPO-Performance-Tracker-21.png?resize=768%2C475&amp;ssl=1 768w, https://i0.wp.com/old.spacinsider.com/wp-content/uploads/2024/03/SPACInsider-IPO-Performance-Tracker-21.png?resize=1536%2C950&amp;ssl=1 1536w, https://i0.wp.com/old.spacinsider.com/wp-content/uploads/2024/03/SPACInsider-IPO-Performance-Tracker-21.png?resize=556%2C344&amp;ssl=1 556w, https://i0.wp.com/old.spacinsider.com/wp-content/uploads/2024/03/SPACInsider-IPO-Performance-Tracker-21.png?w=1280&amp;ssl=1 1280w" sizes="auto, (max-width: 640px) 100vw, 640px">Note: Based on the unit’s (or share’s) day-1 VWAP.&nbsp;&nbsp;
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SPAC IPO Terms Tracker: April 19, 2024