The Week In SPAC News: Dog Walking App Wag Labs To Merge With CHW Acquisition

In SPAC news this week, Wag Labs to become listed through a $350 million combination with CHW Acquisition. Additionally, Murphy Canyon Acquisition, Alset Capital Acquisition, and Blue World Acquisition opened for trading this week.

Wag Labs, CHW Acquisition Merger

Wag Labs, an American pet services marketplace company, and CHW Acquisition Corporation (CHWA), a blank check company formed for the purpose of effecting a merger or similar business combination with one or more businesses, announced the signing of a definitive business combination agreement.

Upon the closing of the transaction, the combined company is expected to be named Wag! Group Co. and is expected to be listed on the Nasdaq under the new ticker symbol 'PET.' The transaction values the combined company at a pro forma enterprise and equity value of approximately $350 million.

Assuming no redemptions from the CHW shareholders, the transaction will deliver approximately $175 million in gross cash proceeds to the combined company, enabling Wag! to accelerate its growth initiatives organically and further consolidate the pet wellness and services market through opportunistic M&A, and Wag!'s existing shareholders will hold approximately 65% of the shares of the combined company on closing.

In connection with the business combination, Wag! and CHW intend that shares in the combined company be granted to select pet caregivers, allowing these caregivers to participate in the combined company's future success. The Boards of Directors of Wag! and CHW have unanimously approved this transaction.

The transaction is subject to customary closing conditions, including approval of the shareholders of CHW. The transaction is expected to close by the second quarter of 2022.

Anghami First Arab Tech Company on Nasdaq After Deal Closes 

Anghami (ANGH), a music streaming platform and service in the Middle East and North Africa, announced that is has completed its business combination with Vistas Media Acquisition Company (VMAC). Anghami's common ordinary shares and its warrants began trading in the United States on Feb. 4 on the Nasdaq under the tickers 'ANGH' and 'ANGHW,' respectively.

Eddy Maroun, Co-founder and Co-CEO of Anghami, commented:

"Today marks the end of a long journey toward listing on Nasdaq, but also the momentous beginning of our life as a publicly traded company. We are grateful to our investors and partners who have made this possible. We believe that our efforts to take a different approach and challenge the status quo in the streaming world present a great opportunity for fans not only in the region, but also for millions of people around the world who are trying to reconnect with their roots through music.

"As we embark on this new chapter, we remain as committed as ever to our goal of expanding the Arabic-language music repertoire through new initiatives and innovative concepts such as Anghami Originals, Anghami Labs, live concerts, live radio and branded content."

F. Jacob Cherian, Co-CEO of Anghami, added, "We are thrilled to bring the Arab region's most popular music streaming platform and challenger brand to Nasdaq. This is an incredible achievement, and we look forward to reaching many more milestones in creating more original music content, expanding Anghami's horizons and reach, and growing as a global publicly traded company."

Today, Anghami has 72 million songs in its libraries and 75 million registered users, as well as around 40 telco partners in the MENA region, the company noted.

Battery Maker SES Completes SPAC Merger 

SES AI Corporation (SES), which is engaged in the development and production of high-performance lithium-metal rechargeable batteries for electric vehicles and other applications, announced that its Class A common stock and warrants began trading on the New York Stock Exchange on Friday under the ticker symbols 'SES' and 'SES.WS,' respectively, following the completion of a business combination with Ivanhoe Capital Acquisition Corp. (IVAN).

"Today we celebrate an important milestone in a journey that we began a decade ago as a spin-out company of the Massachusetts Institute of Technology. Now we're a leading global developer and producer of high-performance Li-Metal batteries with investments from six major global car manufacturers and 'A-sample' joint development agreements with three of them," said Qichao Hu, SES Founder and CEO.

Calidi Biotherapeutics Coming Public via SPAC Deal 

Calidi Biotherapeutics, a clinical-stage biotechnology company working on the development of cell-based delivery of oncolytic viruses, and Edoc Acquisition Corp. (ADOC), a blank check company organized to acquire or merge with one or more businesses, announced on Feb. 2 that they have entered into a definitive merger agreement.

Upon closing the transaction, anticipated to occur in the second quarter of 2022, the combined company will be named Calidi Biotherapeutics, Inc. and led by Allan Camaisa, CEO and Chairman of the board. In addition, the combined company's common stock intends to list on the Nasdaq Capital Market.

Upon closing of the business combination, and assuming no redemptions of shares of Edoc by its public shareholders, Calidi would be expected to have cash and cash equivalents, prior to transaction expenses, of approximately $117 million, less any redemptions and transaction expenses, and a pro forma enterprise valuation of $449 million.

Net proceeds from the transaction are expected to provide Calidi with capital to advance its pipeline through multiple clinical milestones.

Leafly, Merida Combination 

Leafly, an online cannabis discovery marketplace and resource for cannabis consumers, and Merida Merger Corp. I (MCMJ), a special purpose acquisition company sponsored by Merida Capital Holdings, announced the closing of their previously announced business combination.

In connection with the closing, Merida has adopted the Leafly name, and Leafly's common stock will begin trading on the Nasdaq Stock Market on Feb. 7, under the ticker symbol 'LFLY.' The company said:

"Leafly has continued to build momentum, reporting a significant acceleration in year-over-year revenue growth and gross margin, as well as a 40% increase in total ending retail accounts, in the third quarter of 2021. Since announcing the proposed combination with Merida in the summer of 2021, Leafly has introduced new value-driving tools for brands subscribers and enhanced its iPhone and iPad app to enable users to place pickup orders for cannabis products in legal state markets."

The company has also announced a post-combination Board of Directors with wide-ranging expertise and bolstered its executive leadership team with highly experienced hires for Chief Financial Officer, General Counsel, SVP of Sales, and SVP of Engineering. Yoko Miyashita, CEO of Leafly, added:

"Backed by substantial funding, tremendous advancements in cannabis legalization and e-commerce tailwinds, we are relentlessly focused on investing in our technology, talent, and content to execute our growth strategy and create value for all stakeholders. Becoming a public company is an important milestone for the entire Leafly team and we thank Merida for their continued support and look forward to working with them and future shareholders to achieve new heights."

SPAC IPOs This Week

  • Kimbell Tiger Acquisition (TGR) opened on Feb. 4 at $10.05. Kimbell Tiger intends to search for a target in the energy and natural resources industry in North America.
  • Murphy Canyon Acquisition (MURF) opened on Feb. 3 at $10.04. The company intends to focus on companies in the real estate industry, including construction, homebuilding, real estate owners and operators, arrangers of financing, insurance, and other services for real estate, and adjacent businesses and technologies targeting the real estate space with an aggregate combined enterprise value of approximately $300 million to $1.2 billion.
  • Alset Capital Acquisition (ACAX) opened on Feb. 1 at $9.94. The company intends to focus on identifying businesses in the real estate industry, including construction, homebuilding, real estate owners and operators, arrangers of financing, insurance, and other services for real estate, and adjacent businesses and technologies targeting the real estate space, which may be referred to as "Proptech" businesses.
  • Blue World Acquisition (BWAQ) opened on Jan. 31 at $10. Maxim Group acted as the sole book-running manager for the offering.

Disclosure: None

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