Benessere (NASDAQ:BENE) has adjourned its extension vote to 10 am ET January 7 as it works to round up votes having failed to achieve sufficient turnout at its original special meeting on January 5.
Tomorrow is also the SPAC’s transaction deadline and if fewer than 65% of its shares participate in the vote to extend this deadline, it will be forced to liquidate its trust. This is an unusual situation for a SPAC to find itself in, but it has occurred with multiple deals over the past two years. In most cases, turnout issues are caused by a high percentage of retail investor ownership with those investors being unfamiliar with the voting process, but the fact that this vote is occurring as shareholders are slowly coming back from the holidays likely does not help.
In Benessere’s case, the high retail contingent may be less about its deal than its team. The SPAC announced its $805 million combination with hydrogen fuel supplier eCombustible on November 24, but this came about a month after this same team, led by Chairman and CEO Patrick Orlando, announced the combination of its other vehicle Digital World (NASDAQ:DWAC) with Trump Media and Technology Group.
This deal of course broke all the records for single day price performance on announcement, and some traders appear to have expected the same reaction to another Patrick Orlando deal by Benessere, driving its price up to a high of $18.90 on the day of the eCombustible announcement.
There has been plenty of shareholder turnover since then, and Benessere opened this morning at $10.18, slightly above its estimated $10.15 pro rata trust value. Should it liquidate, that is all that investors will get, but it has pledged to add $0.20 per share to the trust in connection with the extension, sweeting the pot to $10.35 per share. This would normally be plenty of incentive to keep investors in even if they planned to redeem at the completion vote, but, again, these shareholders or their third-party brokers may not be fully paying attention.
In the recent past, SPACs facing low-turnout hiccups have always surmounted the issue with some extra time on the clock, but Patrick Orlando did see another of his SPACs — Yunhong International — liquidate in November.
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