Graf Acquisition Corp. IV (GFOR) Enters Into Warrant Subscription Agreement
by Kristi Marvin on 2023-09-19 at 5:02pm

Graf Acquisition Corp. IV (NYSE:GFOR) announced in an 8-K this afternoon that it has entered into a warrant subscription agreement with certain unnamed investors ahead of its completion vote to combine with NKGen Biotech.

Under this agreement, the investors have committed to purchasing a total of 1,999,998 warrants at a cost of $1.00 per warrant and can be exercised for cash within a five-year window beginning on the closing date.

Notably, the exercise price of these warrants are laddered and will undergo periodic adjustments.  One-third will be initially exercisable at $10.00, another one-third at $12.50, and the remaining one-third at $15.00.

However, the exercise price of each tranche will be subject to adjustment every 180 days (the “Reset Exercise Price”) after the Closing Date with downside protection to $5.00. The First Tranche will be reset to either the lower of the VWAP during the 30 day period immediately prior to the Reset Date and the exercise price on the previous Reset Date, or, $5.00 (the “Downside Protection Threshold Price”), whichever is higher. The exercise price of the Second Tranche will be reset to 125% of the Reset Price and the exercise price of the Third Tranche will be reset to 150% of the Reset Price.

Additionally, beginning on the date that is 180 days after the Closing Date, if New NKGen issues shares of Common Stock or securities that are convertible into or exercisable for shares of Common Stock at an effective price per share less than the existing Reset Price, subject to certain carve-outs, then the exercise price will be reset upon the consummation of such dilutive offering.

Investors also have the option to request a cashless exchange of their warrants in the event the Test Price or Dilutive Offering Reset Price is less than the Downside Protection Threshold Price but is greater than or equal to $1.50. However, the company may choose to repurchase the warrants for $1.75 in cash per warrant if the Investor demands the Downside Protection.

This new funding comes as Graf IV is set to reconvene its shareholder completion vote tomorrow, September 20,  at 10 am ET. Graf IV has been working diligently to shore up financing for this combination with NKGen and today’s warrant ladder is a new twist on SPAC backstops. It will be interesting to see if other SPACs replicate this structure going forward.

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.


Recent Posts
by Nicholas Alan Clayton on 2023-09-25 at 11:33am

Below is a daily summary of links to the latest SPAC news and rumors gathered across the web.  Conduit’s $1.2bn Nasdaq listing deals another blow to London A British biopharmaceuticals business has completed a deal to list on Nasdaq, delivering a further blow to the London Stock Exchange which has struggled to persuade fast-growing companies...

by Nicholas Alan Clayton on 2023-09-25 at 7:07am

Mercato Partners (NASDAQ:MPRA) announced in an 8-K this morning that it has added an $11.1 million PIPE at $10 per share to its combination with Brazilian software firm Nuvini. The PIPE investors remain unnamed for now, but this move would cover the combination’s $10 million minimum cash condition. That eliminates some uncertainty as Mercato approaches...

by Kristi Marvin on 2023-09-23 at 11:45am

Terms Tracker for the Week Ending September 22, 2023 Welcome to our weekly column where we discuss the findings from our IPO terms tracker based on the previous week’s pricings. SPACs finally saw two new S-1 filings this week, the first to file since August 24th.  Hainan Sirius Acquisition Corp. filed first on Thursday and...

by Kristi Marvin on 2023-09-22 at 5:34pm

Latest SPAC Liquidations: LF Capital Acquisition Corp. II LF Capital Acquisition Corp. II (LFAC) to Liquidate on October 3, 2023 LF Capital Acquisition Corp. II (Nasdaq: LFAC), today announced that the directors of the Company have determined to dissolve and liquidate the Company. The redemption of the Public Shares is expected to be completed on...

by Kristi Marvin on 2023-09-22 at 5:32pm

Latest Non-Redemption Agreements: Yotta Acquisition Corp.,Live Oak Crestview Climate Acquisition Corp. Yotta Acquisition Corp. (YOTA) Adds Non-Redemption Agreements Yotta Acquisition Corp. (NASDAQ:YOTA) entered into non-redemption agreements with certain unaffiliated third parties in exchange for such third parties agreeing not to redeem an aggregate of 598,680 shares of the Company’s common stock. In exchange for the foregoing...


Copyright © 2023 SPACInsider, Inc. All Rights Reserved