Alpha Healthcare III (NASDAQ:ALPA) announced in an 8-K this morning that it has signed a forward purchase agreement (FPA) and a non-redemption agreement to support its combination with biotech firm Carmell.
Meteora Special Opportunity Fund I has agreed to purchase an amount of shares equal to 9.5% of ordinary Alpha Healthcare III stock at close through the FPA. It will be prepaid for these purchases at its redemption price out of funds from Alpha Healthcare III’s trust.
The investor may then sell these shares and terminate the agreements coverage of them at a price equal to the combined company’s VWAP at the beginning of a given week, but this is subject to a floor of $11.50. Otherwise, the agreement is to settle one year after close at the price of the time, but Meteora is to pay a $0.50 fee per share held up to this point.
Meteora has also agreed to not redeem 100,000 other shares that it currently holds.
This all comes as Alpha Healthcare III goes into a vote to complete its combination with Carmell tomorrow, July 11. The two sides initially agreed to their $188 million merger in January. Pittsburgh-based Carmell is developing a treatment platform to accelerate healing in bone fractures and soft tissue wounds.
The deal does not include a minimum cash condition beyond the $5 million needed to maintain listing requirements. But, in late June, Alpha Healthcare III announced it had signed a non-binding LOI for Carmell to acquire a commercial-stage biotech firm for about $65 million post-close.
Under the current non-binding terms of the LOI, the post-close company would need to pay about $8 million of the compensation for this acquisition in cash.
Mobiv Acquisition Corp. (NASDAQ:MOBV) announced this afternoon that it has closed its combination with EV motorcycle-maker SRIVARU. Shareholders originally approved the deal at a special meeting held back on September 28, but at that time, the parties expected the transaction to take just a week to close. Redemptions whittled Mobiv’s IPO share pool of 10,005,000 down...
Achari Ventures I (NASDAQ:AVHI) has entered into a definitive agreement to combine with medtech firm Vaso Corporation at an equity value of $176 million, or 19.5x its 2022 adjusted EBITDA. Wuxi, China-based Vaso provides IT services and sales support to medical device manufacturers. The combined company is expected to trade on the Nasdaq under the...
EF Hutton Acquisition Corp. I (NASDAQ:EFHT) announced this morning that its shareholders have approved its business combination with E.C.D. Auto Design. At the meeting, there were 5,089,203 shares of common stock, representing approximately 76.82% of the issued and outstanding shares of common stock, present. In connection with the meeting, the company’s stockholders holding 3,470,945 shares,...
Legato Merger Corp. III (NYSE:LEGT) filed for a $175 million IPO yesterday afternoon, becoming the fourth SPAC to file this week. While the other three SPACs that filed their S-1s earlier this week intend to pursue targets in the financial services and biotech industries, Legato III, similar to the earlier Legato SPACs, will focus on...
At the SPAC of Dawn This week ends with an unusually busy earnings calendar as 172 US-listed companies report quarterly figures today. Among them is Exela Technologies (NASDSAQ:XELA), which completed a combination with Quinpario 2 in 2017. The billing software company has gone on to do another SPAC deal on November 29, this time spinning...