Vendome Acquisition Corporation I (NASDAQ:VNMEU) has filed for a $150 million SPAC to hunt for a consumer target in a developed market.
Investors in the new SPAC will get a 1/2 warrant in each unit and its trust is not overfunded. But, Vendome I may potentially have a sooner redemption event than most recently issued SPACs if it hits its 18-month initial transaction deadline before it signs a definitive agreement with a target. If it has at least gotten to a definitive agreement with a target, it may automatically extend this deadline by 6 months.
Underwriter D. Boral is offering fees that are lower than usual for its SPACs with just 0.70% to be paid upfront in cash and 3.00% deferred to the closing of a business combination. The median fees for the 79 SPACs it has at one point helped file for as left-lead underwriter have been 1.50% upfront and 3.50% deferred for 5% overall.
For Vendome I, this deferred fee is also only to be paid out based on the percentage of funds remaining in the trust account after redemptions. That could reduce this end of the fee significantly as well, because the 23 SPACs that have completed deals with D. Boral as left lead did so with median redemptions of 98.6%.
As the market conditions for SPACs improve, this trend line could turn around. In fact, the last D. Boral SPAC to complete a deal, BurTech, closed in January with redemptions of 88.9%, below this median. BurTech did require a backstop and three non-redemption agreements ahead of votes to achieve this result, however.
As Vendome Acquisition Corp I conducts its search, it will be allowed to withdraw up to 10% of interest accrued on its trust for the SPAC’s working capital needs. That search is slated to be a broad one for targets, but the Vendome I team has provided some hints of its interests.
Namely, the SPAC plans to look primarily at private equity-owned companies in the consumer sector in North America, Southeast Asia and Europe. More precisely, the S-1 notes that the company may seek out a target that is significantly upstream in the consumer sector, specifically noting that a target with a growth strategy in the agribusiness and water sectors would be particularly attractive.
Vendome Acquisition Corp I’s team itself has mostly cut its teeth in business areas that are downstream from food producers, led by the married couple Executive Chairman Paul L. Kessler and President Diana Derycz-Kessler. The couple are each on the board of managers of Bristol Luxury Group and candy retailer Sugarfina. Derycz-Kessler also has experience as a corporate lawyer in the oil and gas sector while Paul Kessler has primarily worked as a venture capitalist incubating consumer, technology and energy companies.
Sugarfina CEO Scott LaPorta is to serve in the same role for Vendome I. He has been closer to the soil as he spent seven years as the president, COO and CFO of Bolthouse Farms after executive stops at Levi Strauss, Hilton Hotels and Marriott. Amy Wang is to serve as the SPAC’s general counsel, having come up through Ellenoff, Grossman & Schole before landing at the Kesslers’ firm Bristol.
The SPAC’s Board is to include private equity veteran Brett Wyard, who previously served as an executive at Carlyle before founding Solace Capital Partners. Also set to join is Brian Webber, who was global head of technology investment banking at UBS before becoming a partner at Moelis and co-founding American Discovery Capital.
Rounding out the Board is Jonathan Gray, who has headed boutique advisory firm First Idea International as CEO since 2008 and earlier worked at media financing and production firm Hideaway Entertainment.
Vendome I did not precede this S-1 with a draft registration statement, so it will need at least 30 days of SEC review before listing. D. Boral has also been taking its time with its SPACs over the past year as it has not gotten a SPAC it represents as left lead all the way though an IPO since March 2024, although it was a joint book-running manager for GigCapital7 (NASDAQ:GIG), which IPO’d in August.
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