Without any underwriters, lawyers, auditors, or financials…
Well, this is a new one. Have you ever watched a TV show like Grey’s Anatomy and thought, “Yeah, I could do surgery.” The answer is no, no you can’t.
SPACs, which to many people might seem simple on the surface, are actually quite complex. In fact, even very experienced lawyers, if they don’t have SPAC experience, sometimes quickly find themselves struggling to navigate SPAC regulatory waters.
However, GRD Biotechnology (NASDAQ: CGRD), submitted its S-1 filing for a $40 million IPO this afternoon, but without any expertise attached. That means this was filed without the counsel of underwriters, lawyers or auditors advising them on the process. This is not a good idea.
Additionally, it reads as if someone asked ChatGPT to write a SPAC S-1. To wit, the bio of Zhonghua Gao, who serves as Chairman and Chief Executive Officer, has a sentence that reads as, “He has a certain influence in related industries.”
I guess he has good “vibes”?
It’s hard to say if this filing was published by accident or if it’s real, but the terms seem to imply the former. Or perhaps it’s an elaborate hoax. That’s because the terms included in this filing befit an experienced serial SPAC issuer with 24 months to find a combination, 100% held in trust (or $10.00 day-one), and no warrants or rights included in the IPO unit. These terms would be hard to come by for even top notch teams in 2021. Certainly not in 2023.
But, on the off chance this team actually meant to file this, GRD Biotechnology is a $40 million offering and intends to focus on the Asian biotechnology sector. GRD believes this market opportunity is vast and highly diverse, but intends to have a particular focus on medical devices, especially in the region of China.
The SPAC is led by Chairman and CEO Zhonghua Gao, and his bio in the filing states he brings more than 20 years of experience in biotechnology, human cell and gene biological testing, and general health. Mr. Gao has served as Dean of the Gene Technology Research Institute, Chairman of Zhongjianlian Biotechnology Co., Ltd., and Chairman of Sichuan Gaorunde Biotechnology Co., Ltd.
Mr. Gao is joined by CFO Meimei Xiao, who has over two decades of experience in the finance sector, but the filing does not elaborate on the roles or at what companies. However, Ms. Xiao is currently the financial director of a company listed on the Shanghai stock exchange (un-named) and is currently the financial director of Sichuan Gaorunde Biotechnology Co., Ltd.
We’ve added GRD Biotechnology to the database as a SPAC on file to IPO, but this deal will be hard pressed to make it through SEC review in its current form. Nonetheless, it will be interesting to see if there is a subsequent amendment filed.
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