In SPAC news this week, gym operator Equinox is said to be in talks to go public via one of Chamath Palihapitiya's special purpose acquisition companies, while Roivant Sciences and Montes Archimedes Acquisition Corp. announced that they have entered into a merger agreement.

EQUINOX IN TALKS WITH PALIHAPITIYA SPAC

Bloomberg's Gillian Tan and Crystal Tse reported that luxury gym operator Equinox has held talks to go public by merging with Social Capital Hedosophia Holdings Corp. VI (IPOF). One of their sources said a transaction could value the combined entity at more than $7.5B, which would include "a meaningful injection" from a private investment in public equity, or PIPE, deal.

Sources familiar with the matter also told CNBC's David Faber that the deal is targeting a valuation of 22 times estimated EBITDA of $320M, with the PIPE investment potentially reaching $2B, sources told CNBC.

ROIVANT, MONTES ARCHIMEDES COMBINATION

Roivant Sciences, a biopharmaceutical and healthcare technology company, and Montes Archimedes Acquisition Corp. (MAAC), a special purpose acquisition company sponsored by Patient Square Capital, announced that they have entered into a definitive business combination agreement. Upon closing of the transaction, outstanding shares and warrants of MAAC will be exchanged for newly issued shares and warrants of Roivant Sciences, which is expected to be listed on Nasdaq under the new ticker symbol "ROIV." The transaction is expected to deliver up to $611M of gross proceeds to fund discovery and development programs. This includes up to $411M currently held in MAAC's trust account, as well as a concurrent $200M common stock private investment in public equity, or "PIPE," priced at $10.00 per share. Proceeds are expected to extend the company's operating runway through mid-2024. Completion of the transaction, which is expected in the third quarter of 2021, is subject to approval of MAAC shareholders and the satisfaction or waiver of certain other customary closing conditions.

EDGE SYSTEMS, VESPER HEALTHCARE MERGER

Linden Capital Partners and DW Healthcare Partners IV, LP announced the completion of the merger of Edge Systems with Vesper Healthcare Acquisition Corp. (VSPR). Vesper is a special purpose acquisition company led by former Allergan CEO Brent Saunders. As a result of the transaction, the combined company, now known as The Beauty Health Company, began trading on the Nasdaq Stock Market under the ticker symbol SKIN on May 6. Linden will remain Beauty Health's largest shareholder.

BATTERY MAKER ESS TO COME PUBLIC

ESS Tech, Inc., a manufacturer of long-duration iron flow batteries for commercial and utility-scale energy storage applications, and ACON S2 Acquisition Corp. (STWO), a publicly traded special purpose acquisition company, announced on May 7 that they have entered into a definitive agreement for a business combination that will result in ESS becoming a publicly listed company. The business combination values the combined company at a $1.072 billion pro forma enterprise value. Craig Evans, ESS President and Co-founder stated, "Our team worked diligently for the last decade to create a storage solution that could provide a meaningful addition to the world's transition to a renewable future. We have made incredible strides to that end and I am very excited about the next phase for ESS and our ability to accelerate our growth." The transaction is expected to close in the third quarter.

SCIENCE 37 IN SPAC DEAL

Science 37 and LifeSci Acquisition II (LSAQ), a blank check company, announced on May 7 that they have entered into a definitive business combination agreement. Upon closing of the proposed transaction, the combined company will operate as Science 37 and is expected to be listed on the Nasdaq under the ticker symbol "SNCE". The proposed transaction values Science 37 at an initial enterprise value of approximately $1.05B and will provide the combined company with approximately $250M of cash. Founded in 2014, Science 37 provides customers "with a platform to empower clinical research while optimizing the experience and outcomes for patients and researchers." Pro forma for the business combination and the PIPE, legacy shareholders of Science 37 and employees of the company will own approximately 77% of the public company. The deal expected to close in Q3 of 2021.

SPAC IPOs this week:

• Data Knights Acquisition Corp. (DKDCU) opened on May 7 at $10 per unit. The SPAC intends to focus its search on industries that "complement its management team's background and to capitalize on the ability of its management team to identify and acquire a business focusing on the data centers and internet technology sectors where its management team has extensive experience."
• B. Riley Principal 250 Merger (BRIVU) opened on May 7 at $10 per unit. The company may pursue an initial business combination target in any industry or geographic region, but intends to focus on businesses that "have a history of, or potential for, strong cash flow generation and growing revenue streams, and would benefit from access to public markets and the operational and strategic expertise of its management team and board of directors."
• Maquia Capital Acquisition (MAQC) opened on May 5 at $10.04. The company intends to focus its search on "technology-focused middle market and emerging growth companies in North America."
• Valor Latitude Acquisition (VLAT) opened on May 4 at $10.12.