<html><head></head><body><h3>Terms Tracker for the Week Ending May 10, 2024</h3>Welcome to our weekly column where we discuss the findings from our IPO terms tracker based on the previous week’s pricings.For the second week in a row SPACs priced an IPO, this time coming from Cantor as underwriter.&nbsp; <a href="https://www.spacinsider.com/spac/gpact-iii-acquisition-corp" target="_blank">GP-Act III Acquisition Corp.</a>, which matched last week’s <a href="https://www.spacinsider.com/spac/churchill-capital-corp-ix" target="_blank">Churchill IX</a> in size at $250 million, priced its offering on Wednesday for Thursday trading and managed a day-one VWAP of $10.0701. This marks two big-sized IPOs in a row, from two experienced SPAC underwriters (Citi and Cantor), and from two experienced serial SPAC teams. And both had nearly the same results on their first day of trading. Churchill IX recorded a day-one performance relative to NAV of 0.73%, while GP-Act III recorded 0.70%.This is both a welcome sign for SPACs in general, but also for serial SPAC sponsors that have been on the sidelines and wondering when to get back on the field.As for additional new SPACs, there was also a new filing from <a href="https://www.sec.gov/Archives/edgar/data/2020987/000121390024041614/ea0202371-01.htm" target="_blank">YHN Acquisition I Limited</a>, a $60 million offering from a bank we haven’t seen in SPAC Land before – Lucid Capital Markets. YHN I’s terms include 100% in trust ($10.00 per unit day-one), no warrants, but a right (1 for 1/10). Additional the YHN I team will have 18 months to close a combination and Lucid, their underwriter (not the EV car company), will be getting a 1.6% upfront fee and a 2.5% back-end fee. YHN I’s filing states a general/broad search focus, but it also includes extensive disclosures around the PRC. Most likely they will be looking in Asia given the SPAC team’s experience in the region.In addition,<a href="https://www.sec.gov/Archives/edgar/data/2012807/000182912624003155/rfacq2_s1a2.htm" target="_blank" rel="noopener" data-saferedirecturl="https://www.google.com/url?q=https://www.sec.gov/Archives/edgar/data/2012807/000182912624003155/rfacq2_s1a2.htm&amp;source=gmail&amp;ust=1715440423725000&amp;usg=AOvVaw3cIBu3A0tnGx45yK0GD1Mr"> RF Acquisition Corp II</a> filed an amended S-1/A this week. Note that the RF team is also a serial SPAC issuer being that this will be their second SPAC deal.&nbsp; RF II, which is a $100 million offering being underwritten by EarlyBird, did not have any notable changes to its terms, but added Revere Securities as a co-manager. RF II initially filed their S-1 on March 11th (without a DRS filing), so it appears they are getting close to pricing. Perhaps even next week.Looking at Abandonments and Registration Withdrawals, there were none filed this week and as a result of this week’s IPO and new S-1, the number of SPACs currently on file to IPO remains at 31, same as last week.In regards to liquidations, there was one new liquidation announced this week from <a href="https://www.spacinsider.com/spac/osiris-acquisition-corp" target="_blank">Osiris Acquisition Corp.</a>, but there were no new completed liquidations.&nbsp; That means the total number of SPACs officially liquidated in 2024 year-to-date remains at 20, but Osiris will remain in queue to liquidate in the coming weeks.The SPACs with liquidation announcements this week were:<ul>
<li><a href="https://www.sec.gov/ix?doc=/Archives/edgar/data/1832136/000110465924059944/tm2414113d1_8k.htm" target="_blank">Osiris Acquisition Corp.</a></li>
</ul>The SPACs that completed their liquidations this week:<ul>
<li>None</li>
</ul>As for SPACs searching for targets, that number remains at 98, same as last week, thanks to both GP-Act III’s IPO and <a href="https://www.spacinsider.com/news/uncategorized/winvest-winv-to-combine-with-xtribe-in-141m-deal" target="_blank">WinVest’s deal announcement</a>. However, once Osiris liquidates at the end of May, that number will be 97.<h3>Terms Tracker</h3>As mentioned above, there was one new S-1 registration statement filed this week from <a href="https://www.sec.gov/Archives/edgar/data/2020987/000121390024041614/ea0202371-01.htm" target="_blank">YHN Acquisition I Limited</a>, which intends to raise $60 million and have a general/broad search focus. However, it looks like that focus intends to focus heavily in the Asia region given the disclosures around the PRC and the SPAC management team’s experience in the area.The CEO of YHN I is Satoshi Tominaga, who previously served as a director of <a href="https://www.spacinsider.com/spac/tottenham-acquisition-i-limited" target="_blank">Tottenham Acquisition I Limited</a>, which combined with Clene Nanomedicine Inc. (Nasdaq: CLNN) in December 2020, and is currently trading around $0.3854.The terms, which include 100% in trust, no warrants, one right (1 for 1/10) and 18 months, appear a little aggressive. Especially for a new underwriter. However, given the small size of the IPO and the lack of product coming to market, that might not matter.SPACs also had an amended S-1 file from <a href="https://www.sec.gov/Archives/edgar/data/2012807/000182912624003155/rfacq2_s1a2.htm" target="_blank" rel="noopener" data-saferedirecturl="https://www.google.com/url?q=https://www.sec.gov/Archives/edgar/data/2012807/000182912624003155/rfacq2_s1a2.htm&amp;source=gmail&amp;ust=1715440423725000&amp;usg=AOvVaw3cIBu3A0tnGx45yK0GD1Mr">RF Acquisition Corp II</a>, which showed a new co-manager added to the cover with Revere Securities. However, there were no other notable changes.As a reminder, <a href="https://www.spacinsider.com/spac/rf-acquisition-corp-ii" target="_blank">RF II</a> is an 18-month, $100 million offering being underwritten by EarlyBird as bookrunner. It is being slightly overfunded at 100.5% ($10.05 per unit day-one) and its unit does not have any warrants, but includes a right (1 for 1/20).The addition of RF II’s co-manager this week, combined with its initial S-1 filing back on March 11, indicates a pricing is close.&nbsp; At the least, this deal should price in the month of May to give SPACs at least three IPOs to measure for the monthly IPO performance tracker.<img data-recalc-dims="1" loading="lazy" decoding="async" class="alignnone wp-image-251231 size-full" src="https://i0.wp.com/spacinsider.com/wp-content/uploads/2024/05/spac-terms-tracker-dupli.png?resize=640%2C427&amp;ssl=1" alt="spac-terms-tracker may 10" width="640" height="427" srcset="https://i0.wp.com/old.spacinsider.com/wp-content/uploads/2024/05/spac-terms-tracker-dupli.png?w=1200&amp;ssl=1 1200w, https://i0.wp.com/old.spacinsider.com/wp-content/uploads/2024/05/spac-terms-tracker-dupli.png?resize=300%2C200&amp;ssl=1 300w, https://i0.wp.com/old.spacinsider.com/wp-content/uploads/2024/05/spac-terms-tracker-dupli.png?resize=1024%2C683&amp;ssl=1 1024w, https://i0.wp.com/old.spacinsider.com/wp-content/uploads/2024/05/spac-terms-tracker-dupli.png?resize=150%2C100&amp;ssl=1 150w, https://i0.wp.com/old.spacinsider.com/wp-content/uploads/2024/05/spac-terms-tracker-dupli.png?resize=768%2C512&amp;ssl=1 768w, https://i0.wp.com/old.spacinsider.com/wp-content/uploads/2024/05/spac-terms-tracker-dupli.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>This week, SPACs got their second IPO to measure for the month of May thanks to <a href="https://www.spacinsider.com/spac/gpact-iii-acquisition-corp" target="_blank">GP-Act III’s</a> $250 million IPO from Cantor. GP-Act III recorded another successful IPO performance with a day-one VWAP of $10.0701, nearly matching <a href="https://www.spacinsider.com/spac/churchill-capital-corp-ix" target="_blank">Churchill IX’s</a> performance last week of $10.0733.
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That means GP-Act III’s SPAC IPO performance relative to its Net Asset Value (NAV) was 0.70%, but more importantly, the May monthly average is currently 0.72%. Albeit, with only two SPAC IPOs to measure.Nonetheless, the performance is solidly in positive territory and from two IPOs with less “yield-investor-friendly” terms from serial SPAC sponsors. Next up for pricing should be <a href="https://www.spacinsider.com/spac/rf-acquisition-corp-ii" target="_blank">RF Acquisition Corp. II</a>, another serial sponsor team, making May noteworthy for pricing (to-date) only IPOs from repeat sponsors. Plus, all three (assuming RF II prices) will have been from underwriters with significant SPAC experience going back more than a decade (Citigroup, Cantor and EarlyBird).<img data-recalc-dims="1" loading="lazy" decoding="async" class="alignnone wp-image-251210 size-full" src="https://i0.wp.com/spacinsider.com/wp-content/uploads/2024/05/SPACInsider-IPO-Performance-Tracker18.png?resize=640%2C396&amp;ssl=1" alt="SPACInsider IPO Performance Tracker(18)" width="640" height="396" srcset="https://i0.wp.com/old.spacinsider.com/wp-content/uploads/2024/05/SPACInsider-IPO-Performance-Tracker18.png?w=1733&amp;ssl=1 1733w, https://i0.wp.com/old.spacinsider.com/wp-content/uploads/2024/05/SPACInsider-IPO-Performance-Tracker18.png?resize=300%2C186&amp;ssl=1 300w, https://i0.wp.com/old.spacinsider.com/wp-content/uploads/2024/05/SPACInsider-IPO-Performance-Tracker18.png?resize=1024%2C633&amp;ssl=1 1024w, https://i0.wp.com/old.spacinsider.com/wp-content/uploads/2024/05/SPACInsider-IPO-Performance-Tracker18.png?resize=150%2C93&amp;ssl=1 150w, https://i0.wp.com/old.spacinsider.com/wp-content/uploads/2024/05/SPACInsider-IPO-Performance-Tracker18.png?resize=768%2C475&amp;ssl=1 768w, https://i0.wp.com/old.spacinsider.com/wp-content/uploads/2024/05/SPACInsider-IPO-Performance-Tracker18.png?resize=1536%2C950&amp;ssl=1 1536w, https://i0.wp.com/old.spacinsider.com/wp-content/uploads/2024/05/SPACInsider-IPO-Performance-Tracker18.png?resize=556%2C344&amp;ssl=1 556w, https://i0.wp.com/old.spacinsider.com/wp-content/uploads/2024/05/SPACInsider-IPO-Performance-Tracker18.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: May 10, 2024