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%. This is the 13th-best result among the 64 SPACs that have completed deals in 2023.
This may have been helped by a forward purchase agreement (FPA) the SPAC announced with Meteora Capital Partners for up to 2,500,000 shares earlier this week.
The FPA adds to a $10 million convertible note as well as a $2 million warrant subscription agreement (1,999,998 warrants at a cost of $1.00 per warrant). At announcement, Graf IV’s combination also included a backstop of up to $25 million funded by NKGen’s majority shareholder NKMax (KOSDAQ:182400).
This massaging of the close required four adjournments to accomplish and the two sides also waived the combination’s $50 million minimum cash condition.
In return, Graf IV’s sponsor waived the lock-up requirement for NKGen shareholders owning 5% or more of its common equity. As a result, 2,377,171 more NKGen shares will be publicly tradable that would have otherwise been locked for 180 days.
The $160 million combination was initially announced in April of this year. Santa Ana, California-based NKGen has five pharmaceutical formulas that have each reached some stage of Phase I and Phase II clinical trials seeking potential therapies for cancer and neurodegenerative conditions like Parkinson’s and Alzheimer’s.
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