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January 29, 2024

New Rules From the SEC
At long last, the SEC codified new rules for SPACs at a meeting last Wednesday, January 24. The new rules are ostensibly aimed at enhancing investor protection. But dissenting Commissioner Hester Peirce questioned whether the new rules are regulations in search of a problem. Is the commission too focused on using qualitative criteria to artificially chill a trend -- already mostly dormant -- of retail investors seeking exposure to early-stage companies that were using the SPAC format to access public markets?

The new rules contain limited adjustments to the SEC's original draft from March 2022. For in-depth color, you can check out this overview from law firm Vinson & Elkins and this Woodruff Sawyer interview with Doug Ellenoff.

As for the future of SPACs, market forces long ago took care of cooling 2021's boom fueled by loose monetary policy. And bulge-bracket firms have mostly stayed away from SPACs, representing just four of last year's 31 IPOs.

The regular-way IPO market is still tepid, and it would be a reach for SPACs to leapfrog broad sentiment for the traditional form of primary issuance. But last month's announcement by Screaming Eagle Acquisition Corp. (SCRM) to acquire Lionsgate Studios demonstrates that it's still possible for a high-quality sponsor to secure committed equity financing with minimal structure and bring a household name to market. Hopefully that deal serves as a blueprint for high-end sponsors to start coming back to the market en masse -- and to bring bulge bracket firms along with them.
News From the Past Week

Deal News

  • CSLM Acquisition Corp. (CSLM) announced a deal to acquire Fusemachines, a provider of enterprise AI products and solutions. The deal reflects an enterprise value of $200mm and includes a $19mm investment from affiliates of CSLM's sponsor. The transaction is expected to close in Q2 2024.

  • Global Systems Dynamics, Inc. (GSD) and DarkPulse agreed to terminate their business combination agreement.

  • Welsbach Technology Metals Acquisition Corp. (WTMA) signed an LOI with Evolution Metals, a trading company formed in January 2020 to counter the global critical mineral supply chain crisis.

Deal Closings & Approvals

  • Newcourt Acquisition Corp (formerly NCAC) closed its acquisition of Psyence Biomed Corp on Thursday 1/25/2024 with less than 1% of public shares remaining. Ordinary shares and warrants are now trading on the NASDAQ as “PBM” and “PBMWW.”

  • Deep Medicine Acquisition Corp. (DMAQ) shareholders approved the company’s acquisition of TruGolf at a meeting Friday 1/19/2024 with 2% of public shares remaining. No closing timeline was given.
IPOs
None.

New S-1's
None.

Liquidations
Name Ticker Size ($mm) Announced Liq. Date Trust Per Share
Magnum Opus OPA 200 1/22/2024 1/26/2024 $10.81
PepperLime Health PEPL 170 1/26/2024 2/8/2024 TBD
Northern Star II NSTB 400 1/25/2024 TBD $10.48

Registrations Withdrawn
None.

Charter Extensions

  • CLOE extended its charter through 1/17/2024 with a monthly $60,000 ($0.057 per share) sponsor contribution to trust. Approximately 8% of public shares remain, representing $12mm in trust.
  • APAC extended its charter through 7/20/2024 with a monthly $0.025 per share sponsor contribution to trust. SPAC Research has reached out for clarification on the number of shares remaining.
  • HCMA extended its charter through 4/25/2024 with a monthly $30,000 ($0.018 per share) sponsor contribution to trust. Approximately 6% of public shares remain, representing $18mm in trust.
  • EAC extended its charter through 7/20/2024 with a monthly $0.05 per share sponsor contribution to trust. Approximately 3% of public shares remain, representing $1mm in trust.
  • KYCH extended its charter through 7/27/2024 with a monthly $25,000 ($0.012 per share) sponsor contribution to trust. Approximately 18% of public shares remain, representing $22mm in trust.
  • EMLD extended its charter through 12/20/2024 with no sponsor contribution to trust. Approximately 19% of public shares remain, representing $51mm in trust.
  • NCAC extended its charter through 2/22/2024 with no sponsor contribution to trust. Less than 1% of public shares remain, representing $1mm in trust.

Upcoming Meetings and Deadlines

  • 1/29/2024 APTM Charter extension meeting
  • 1/29/2024 CSTA Charter extension meeting (liquidation deadline 1/29/2024)
  • 1/29/2024 ONYX Charter extension meeting (liquidation deadline 2/7/204)
  • 1/29/2024 DMAQ Liquidation deadline
  • 1/29/2024 LGST Tevogen Bio approval meeting
  • 1/30/2024 MBTC Cognos Therapeutics approval meeting
  • 1/30/2024 MARX Charter extension meeting (liquidation deadline 2/16/204)
  • 1/30/2024 NRAC Charter extension meeting (liquidation deadline 2/4/204)
  • 1/31/2024 ARRW iLearningEngines approval meeting (liquidation deadline 2/4/204)
  • 1/31/2024 CETU Charter extension meeting (liquidation deadline 2/2/204)
  • 2/1/2024 KRNL Charter extension meeting (liquidation deadline 2/5/204)
  • 2/2/2024 ARRW Charter extension meeting (liquidation deadline 2/4/204)
  • 2/2/2024 LCAA Lotus Technology approval meeting
  • 2/2/2024 CHEA Taiwan Color Optics approval meeting
  • 2/2/2024 NFYS Charter extension meeting (liquidation deadline 2/8/204)
  • 2/2/2024 OXUS Borealis Foods approval meeting
  • 2/2/2024 BLUA Charter extension meeting (liquidation deadline 2/2/204)
  • 2/4/2024 JWSM Liquidation deadline
  • 2/4/2024 GODN Liquidation deadline (pending optional $0.033 deposit extension)
Disclosures: Site administrators may maintain positions in various SPAC securities and may trade in or out of those securities at any time without notice. Information from spacresearch.com is provided for informational purposes only and should not be relied upon as the basis for any investment decision. Nothing on spacresearch.com is a recommendation or solicitation to buy or sell any investment.
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