First Light Acquisition Group (FLAG) Signs FPA, Secures Shareholder Approval for Calidi Deal
by Nicholas Alan Clayton on 2023-08-29 at 8:28am

First Light Acquisition Group, Inc. (NYSE:FLAG) announced in an 8-K this morning that it has both secured shareholder approval for its combination with Calidi Therapeutics and entered into a forward purchase agreement (FPA) covering up to 340,000 shares to support it.

Its shareholders approved the deal at a special meeting held August 28. It has not yet shared its final redemption figures, but it went into the vote with about 82% of its trust already redeemed in extension votes. Holders of the remaining 4,128,020 public shares would have received $10.49 per share had they opted for redemption this time around.

At least some portion of these shares did not go that way, however. In addition to signing on to the FPA, Meteora Capital Partners agreed to reverse its decision to redeem 129,524 shares as a part of a non-redemption agreement. It is to receive $680,000 in compensation for this move in addition to various incentives structured into the FPA.

Meteora’s ownership is to be capped at 9.9% as a part of these moves unless it waives this and it will be paid the redemption rate minus 0.5% for its share purchases under the FPA. This agreement will hit its valuation date three years after close at which time Meteora will pay the combined company for any shares it still holds.

The investor may also sell shares on the open market before this time and transfer proceeds to the combined company based linked to the stock’s VWAP that is to regularly reset. When Meteora does this before such sales equal the 0.5% shortfall from its initial purchases, Calidi will either pay Meteora the remainder of the shortfall or issue it an equivalent number of shares at 90% of their VWAP price.

Alongside these investments, Meteora has agreed to invest $1.02 million into Calidi Cure in the form of a purchase of Series B preferred stock. Calidi previously sold $25 million in such shares to Jackson Investment Group in June.

The parties have not yet shared a proposed timeline for the deal’s close nor have they confirmed the combination’s $15 million minimum cash condition has been satisfied. First Light currently has until September 14 under its transaction deadline to work out any final kinks.

The two sides initially announced their $335 million combination in January. La Jolla, California-based Calidi Biotherapeutics is a clinical-stage immuno-oncology company with proprietary technology that delivers oncolytic viruses for targeted therapy against difficult-to-treat cancers.

In July, it announced that the first brain cancer patient had begun receiving treatment using Calidi’s CLD-101 drug candidate as a part of its Phase I trials.

Recent Posts
by Kristi Marvin on 2023-09-30 at 1:50pm

An In-Depth Look at SPAC Activity Throughout the Third Quarter of 2023 Below is a summary of the year-to-date SPAC performance. We’re now three-quarters of the way through 2023 and while activity remains muted, there is a sense that SPACs have run the most difficult part of the “correction” gauntlet and have reached a better...

by Kristi Marvin on 2023-09-30 at 11:45am

Terms Tracker for the Week Ending September 29, 2023 Welcome to our weekly column where we discuss the findings from our IPO terms tracker based on the previous week’s pricings. As September comes to a close, SPACs did not price any IPOs during the month with the most recent IPO (99 Acquisition Group) having priced...

by Kristi Marvin on 2023-09-29 at 5:48pm

Athena Consumer Acquisition Corp. (NYSE:ACAQ) announced this afternoon that its stockholders approved its combination with German EV-maker e.GO at a special meeting held earlier today. Additionally, Athena Consumer’s warrant proposal to convert all outstanding warrants to 0.175 shares in the combined company was also approved. A total of 884,880 shares of Athena Class A Common...

by Nicholas Alan Clayton on 2023-09-29 at 4:28pm

October is set to be a quiet month for lock-up expirations with only four de-SPACs and four sponsors now open to trade their shares for the first time. The first customer is Bitdeer Technologies. Its shareholders and the Blue Safari sponsor both stand to gain the most out of this group from moving some of...

by Nicholas Alan Clayton on 2023-09-29 at 3:51pm

Graf Acquisition Corp. IV (NYSE:GFOR) announced in an 8-K this afternoon that its shareholders approved its combination with NKGen Biotech at a special meeting September 25. A total of 3,386,528 shares were redeemed in connection with the vote, leaving Graf IV with about $27.6 million in the tank and a final redemption rate of 84.3%....

logo

Copyright © 2023 SPACInsider, Inc. All Rights Reserved