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December 5, 2022

Accelerated Liquidations and Dissolution Expenses
Many SPACs are accelerating their liquidation deadlines in advance of year-end in order to avoid exposure to next year's potential excise tax hit. In addition to almost 60 liquidations so far this year, there are almost 40 outstanding proxies for SPACs seeking early liquidation and another 40 or so with a pending deadline before year-end.

As we've covered recently, almost all remaining SPAC holders are yield-focused, and every penny matters. That is why we've been particularly fascinated to observe a disparity among some accelerated liquidation-seekers recently.

Readers are likely conscious of the phenomenon where most SPACs are permitted to use up to $100,000 of interest earned to pay dissolution expenses. But one effect we hadn't anticipated was exactly when those expenses would come out of trust.

A $200mm SPAC has 20mm public shares outstanding at IPO. The use of $100k to pay for dissolution expenses when spread across 20 million shares represents a reduction of only half a penny per share.

But a $200mm SPAC that just redeemed 95% of its public float now has only one million shares outstanding. And $100k of dissolution expenses now represents roughly 10 cents per share -- more than the total amount of interest earnings over most of these SPACs' lives to date.

Perhaps this phenomenon shouldn't take us by surprise -- proxies contain a risk factor for this very item. But it's jarring to see the redemption amount from a handful of accelerated liquidations come in significantly lower for those who hold through final liquidation than for those that redeem at the SPAC's charter amendment meeting.

The takeaway is straightforward for early liquidations: redeem at the meeting. Or you'll likely be one of the only ones left paying the wind-up expenses for the entire shareholder base.
News From the Past Week

Deal News

  • Iris Acquisition Corp (IRAA) announced a deal to acquire Liminatus Pharma, a clinical-stage biopharmaceutical company developing novel immune-modulating cancer therapies. The deal reflects an enterprise value of $334mm and includes a $15mm PIPE and $25mm convertible note financing. The transaction is expected to close in 1H 2023.

  • Twin Ridge Capital Acquisition Corp. (TRCA) announced a deal to acquire Carbon Revolution, a Tier 1 OEM supplier and manufacturer of lightweight advanced technology carbon fiber wheels. The deal reflects an enterprise value of $270mm and is expected to close in 1H 2023.

  • Genesis Unicorn Capital Corp. (GENQ) announced a deal to acquire Environmental Solutions Group Holdings Limited, a provider of sustainable waste solutions. The deal reflects an enterprise value of $161mm and is expected to close in Q2 2023.

  • PropTech Investment Corporation II (PTIC) closed its acquisition of Appreciate on Tuesday 11/29/2022. Redemption statistics were not provided. Ordinary shares and warrants are now trading on the NASDAQ as “SFR” and “SFRWW.”

  • Pacifico Acquisition Corp. (PAFO) shareholders approved the company’s acquisition of Caravelle at a meeting Wednesday 11/30/2022 with less than 1% of public shares remaining. No closing timeline was given.

  • Lakeshore Acquisition I Corp. (LAAA) shareholders approved the company’s acquisition of ProSomnus on Friday 12/2/2022 with 8% of public shares remaining. No closing timeline was given.
New S-1's
Name Ticker Size ($mm) Underwriter Trust Funding Coverage
Alchemy Investments 1 ALCY 100 Cantor 102.0% 1/2
Horizon Space I HSPO 60 Network 1 101.8% W+R

IPOs
There were no SPAC IPOs last week.

Liquidations
Name Ticker Size ($mm) Announced Liq. Date Trust Per Share
Empowerment & Inclusion I EPWR 276 11/29/2022 12/13/2022 $10.09
Periphas Capital PCPC 414 11/29/2022 12/14/2022 TBD
Hudson Executive III HIII 600 11/29/2022 12/21/2022 $10.10
Hudson Executive II HCII 250 11/29/2022 12/21/2022 $10.10
Altimeter Growth 2 AGCB 450 12/1/2022 12/21/2022 $10.11

Registrations Withdrawn
Name Ticker Size ($mm) Underwriter Trust Funding Coverage
Delphi Growth Capital DGC 300 Citi 100.0% 1/3
L Catterton Latin America LCLA 200 CS 102.0% 1/2
Integrated Energy Transition ETA 150 Cantor 102.0% 1/2
Jade Value Acquisition JVAC 75 Tiger Brokers 100.0% 1/2+R

Charter Extensions

  • GBRG extended its charter through 9/4/2023 with a $0.011 per share contribution to trust from SunCar and 30% of public shares remaining.
  • REVE extended its charter through 3/2/2023 with a single $0.10 per share sponsor contribution to trust.
  • FLYA extended its charter through 3/20/2023 with a single $0.10 per share sponsor contribution to trust.
  • CNGL extended its charter through 12/2/2023 with a monthly $0.045 per share sponsor contribution to trust and 10% of public shares remaining.
  • JWAC extended its charter through 3/8/2023 with a single $0.10 per share sponsor contribution to trust.
  • OTEC extended its charter through 6/2/2023 with a monthly $125,000 ($0.07 per share) sponsor contribution to trust and 18% of public shares remaining.
  • WINV extended its charter through 6/17/2023 with a monthly $125,000 ($0.07 per share) sponsor contribution to trust and 16% of public shares remaining.
  • CPUH extended its charter through 8/9/2023 with a monthly $0.05 per share sponsor contribution to trust and 11% of public shares remaining.
  • ROC extended its charter through 3/6/2023 with a single $0.10 per share sponsor contribution to trust.

Upcoming Meetings and Deadlines

  • 12/6/2022 SCLE Accelerated liquidation meeting
  • 12/6/2022 DTRT Charter extension meeting (liquidation deadline 12/7/2022)
  • 12/6/2022 MACC Accelerated liquidation meeting
  • 12/6/2022 ROC Liquidation deadline
  • 12/7/2022 DNZ Charter extension meeting
  • 12/7/2022 CLRM Accelerated liquidation meeting
  • 12/7/2022 MTAC Charter extension meeting (liquidation deadline 12/22/2022)
  • 12/7/2022 FXCO Charter extension meeting (liquidation deadline 12/14/2022)
  • 12/7/2022 IPVA Getaround approval meeting (merger outside date 12/31/2022)
  • 12/7/2022 LHAA Accelerated liquidation meeting
  • 12/7/2022 HTPA Liquidation at ~$10.06 per share
  • 12/7/2022 ZING Accelerated liquidation meeting
  • 12/7/2022 BHAC Charter extension meeting
  • 12/8/2022 LION Liquidation deadline (pending $0.033 deposit extension)
  • 12/8/2022 FTCV Liquidation at ~$10.08 per share
  • 12/8/2022 SHAC Accelerated liquidation meeting
  • 12/8/2022 AFAC Accelerated liquidation meeting
  • 12/8/2022 CLIM Accelerated liquidation meeting
  • 12/8/2022 LSPR ZyVersa Therapeutics approval meeting (merger outside date 12/15/2022)
  • 12/8/2022 ARCK Charter extension meeting
  • 12/8/2022 ZWRK Accelerated liquidation meeting
  • 12/8/2022 DHBC Accelerated liquidation meeting
  • 12/9/2022 VTIQ Accelerated liquidation meeting
  • 12/9/2022 FHLT Charter extension meeting (liquidation deadline 12/14/2022)
  • 12/9/2022 KINZ Charter extension meeting (liquidation deadline 12/16/2022)
  • 12/9/2022 ASPA Charter extension meeting
  • 12/9/2022 PV Lanvin Group approval meeting (merger outside date 12/22/2022)
  • 12/9/2022 SSAA Accelerated liquidation meeting
  • 12/9/2022 SPTK Charter extension meeting
  • 12/9/2022 SNRH Charter extension meeting (liquidation deadline 12/15/2022)
  • 12/9/2022 DAOO Liquidation deadline (pending $0.10 deposit extension)
  • 12/10/2022 CND Liquidation deadline
  • 12/11/2022 VENA Liquidation deadline
  • 12/11/2022 CRRCF Liquidation deadline
  • 12/11/2022 GACQ Liquidation deadline
  • 12/12/2022 TMKR Charter extension meeting
  • 12/12/2022 GGMC Accelerated liquidation meeting
  • 12/12/2022 BSKY Charter extension meeting
  • 12/12/2022 BLTS Accelerated liquidation meeting
  • 12/12/2022 KAHC Charter extension meeting
  • 12/13/2022 GGAA Liquidation deadline (pending $0.10 deposit extension)
  • 12/13/2022 CTAQ Charter extension meeting
  • 12/13/2022 BACA Charter extension meeting
  • 12/13/2022 EDTX Charter extension meeting (liquidation deadline 12/15/2022)
  • 12/13/2022 MCAF Charter extension meeting
  • 12/13/2022 VELO Accelerated liquidation meeting
  • 12/13/2022 OLIT Charter extension meeting
  • 12/13/2022 FOXW Charter extension meeting
  • 12/14/2022 BNIX Liquidation deadline (pending $0.10 deposit extension)
  • 12/14/2022 LGV Charter extension meeting
  • 12/14/2022 ADER Charter extension meeting
  • 12/14/2022 OSI Charter extension meeting
  • 12/14/2022 FLAG Liquidation deadline
  • 12/14/2022 AMPI Accelerated liquidation meeting
  • 12/14/2022 BSGA Liquidation deadline
  • 12/14/2022 JOFF Accelerated liquidation meeting
  • 12/14/2022 PCPC Liquidation at TBD per share
  • 12/14/2022 ADEX Charter extension meeting
  • 12/14/2022 COVA Ecarx approval meeting
  • 12/14/2022 PIAI Liquidation deadline
  • 12/14/2022 MON Charter extension meeting
  • 12/15/2022 TSPQ Accelerated liquidation meeting
  • 12/15/2022 GHAC Accelerated liquidation meeting
  • 12/15/2022 LAAA Liquidation deadline
  • 12/15/2022 GTPA Accelerated liquidation meeting
  • 12/15/2022 ALSA Liquidation deadline (pending $0.033 deposit extension)
  • 12/15/2022 SPGS Accelerated liquidation meeting
  • 12/15/2022 GSEV Accelerated liquidation meeting
  • 12/15/2022 RXRA Accelerated liquidation meeting
  • 12/15/2022 AAQC Accelerated liquidation meeting
  • 12/15/2022 LCA Charter extension meeting
  • 12/15/2022 BITE Charter extension meeting
  • 12/16/2022 PBAX Charter extension meeting
  • 12/16/2022 ACAQ Charter extension meeting
  • 12/16/2022 COOL Charter extension meeting (liquidation deadline 12/21/2022)
  • 12/16/2022 PAFO Liquidation deadline (pending $0.10 deposit extension)
  • 12/16/2022 GAMC Charter extension meeting
  • 12/16/2022 GLHA Accelerated liquidation meeting
  • 12/16/2022 SAGA Charter extension meeting (liquidation deadline 12/23/2022)
  • 12/16/2022 AEHA Liquidation deadline (pending $0.10 deposit extension)
  • 12/16/2022 GFX Charter extension meeting (liquidation deadline 12/22/2022)
  • 12/16/2022 KACL Liquidation deadline (pending $0.10 deposit extension)
  • 12/16/2022 TBCP Charter extension meeting
  • 12/16/2022 ATEK Charter extension meeting
  • 12/16/2022 KLAQ Accelerated liquidation meeting
  • 12/16/2022 FACA Charter extension meeting
  • 12/17/2022 ATA Liquidation deadline
  • 12/17/2022 DILA Liquidation deadline
  • 12/17/2022 SIER Liquidation deadline
  • 12/18/2022 CCV Liquidation deadline (pending 3-month LOI extension)
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