The Week In SPAC News: Richard Branson-Backed SPAC To Take Grove Public

In SPAC news this week, Grove and Virgin Group Acquisition, a publicly-traded special purpose acquisition company sponsored by Virgin Group, announced they have entered into a definitive business combination agreement that will result in Grove becoming a public company.

Grove, Virgin Group Acquisition Merger 

Grove Collaborative and Virgin Group Acquisition II (VGII), a publicly-traded special purpose acquisition company sponsored by Virgin Group, announced they have entered into a definitive business combination agreement that will result in Grove becoming a public company.

Upon closing of the transaction, the combined company will continue to operate under the Grove name and will be listed on the NYSE under the new 'GROV' ticker symbol. The combined company will be led by Stuart Landesberg, co-founder and CEO of Grove. The business combination includes an implied combined company pro forma enterprise valuation for Grove of $1.5 billion.

The transaction will provide up to $435 million in net proceeds to the company, including an $87 million fully committed common stock PIPE at $10.00 per share from an affiliate of the sponsor of VGII and new and existing Grove investors, including Lone Pine Capital, Sculptor Capital Management, General Atlantic, and Paul Polman, and $348 million in proceeds from VGII's trust account net of estimated transaction expenses.

The boards of directors of Grove and VGII have both approved the transaction. The transaction will require the approval of the shareholders of both Grove and VGII, and is subject to other customary closing conditions, including the receipt of certain regulatory approvals. The transaction is expected to close in late first quarter or early second quarter of 2022.

Tomorrow.io, Pine Technology Combination 

JetBlue Technology Ventures, or JTV, the corporate venture capital subsidiary of JetBlue (JBLU), announced its portfolio company Tomorrow.io intends to merge with special purpose acquisition company Pine Technology Acquisition (PTOC).

Once finalized, the combined company will be named Tomorrow.io and its common stock is expected to be listed on Nasdaq for public trade. Tomorrow.io delivers operational insights to help organizations prepare for the business impact of weather and automates decision-making to enable climate adaptation at scale.

Fertitta, Service Max Deals Terminated 

FAST Acquisition Corp. (FST) and Fertitta Entertainment announced that they have agreed to mutually terminate their merger agreement, originally entered into on Feb. 1 and amended on June 30. The parties have simultaneously terminated their merger agreement after a settlement was reached regarding the parties' disagreement over the termination date in the agreement.

The settlement provides FAST and its shareholders up to $33 million through a combination of upfront and deferred payments, part of which is contingent on whether FAST ultimately effectuates a business combination transaction.

The settlement includes a payment to the SPAC, which will be used to cover expenses associated with the terminated transaction as well as a replenishment of the SPAC's working capital account. FAST intends to continue to seek a business combination with another operating company.

Also, Pathfinder Acquisition (PFDR) and Service Max announced that both companies have mutually agreed to terminate their previously announced business combination agreement, effective immediately, due to unfavorable market conditions. Neither party will be required to pay the other a termination fee as a result of the mutual decision to terminate the business combination agreement.

In light of the mutual decision, Pathfinder has canceled the extraordinary general meeting of its shareholders, which was scheduled to be held on Dec. 7, for the purpose of voting on the business combination agreement and related transactions. Pathfinder intends to continue to pursue the consummation of a business combination prior to its dissolution deadline of Feb. 19, 2023.

SPAC IPOs This Week

  • Growth for Good Acquisition (GFGD) opened on Dec. 10 at $10. Growth for Good was established for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses or entities "that have strong business fundamentals, high growth potential, and a mission of positively impacting the environment and society."
  • Healthcare AI Acquisition (HAIA) opened on Dec. 10 at $10. The company intends to focus its search on businesses in the healthcare and pharmaceutical industry, "specifically companies within the e-Clinical, Healthcare Information Technology, or Outsourced Pharmaceutical Services industries with high AI readiness and technological transformation potential."
  • Financial Strategies Acquisition (FXCO) opened on Dec. 10 at $10.17. Financial Strategies Acquisition intends to focus its initial search on target businesses in the financial technology and financial services industries with an equity value of approximately $300 million to $500 million.
  • Athena Technology Acquisition Corp. II (ATEK) opened on Dec. 10 at $9.97. Athena Technology II currently intends to concentrate its search for a target business operating in the technology sector.
  • Power & Digital Infrastructure Acquisition II (XPDB) opened on Dec. 10 at $10.
  • Forbion European Acquisition (FRBN) opened on Dec. 10 at $10.
  • Genesis Growth Tech Acquisition (GGAA) opened on Dec. 9 at $10. The company intends to focus its search for "a target in the high growth technology and tech-enabled businesses in Europe, Israel, the United Arab Emirates, and the United States in the consumer internet, e-commerce, and software industries, but may pursue a target in any stage of its corporate evolution or in any industry, sector, or geographic location."
  • Inception Growth Acquisition (IGTA) opened on Dec. 9 at $10.01. The company intends to focus its search for a target business based in the United States and/or Asia, excluding China, with a focus in the technology, media and telecom, sports and entertainment, and/or non-gambling gaming sectors.
  • Integrated Wellness Acquisition (WEL) opened on Dec. 9 at $10.05. The company intends to focus on businesses in the health, nutrition, fitness, wellness, and beauty sectors and the products, devices, applications, and technology driving growth within these verticals.
  • Target Global Acquisition I (TGAA) opened on Dec. 9 at $9.96.
  • Emerging Markets Horizon (HORI) opened on Dec. 9 at $10.02. The company intends to focus on identifying high growth technology and consumer-exposed businesses in CEE, Russia or the CIS.
  • Crypto 1 Acquisition (DAOO) opened on Dec. 7 at $10.03. The company intends to "focus on the acquisition of a significant digital assets and cryptocurrency exchange, payment system and/or related financial services company, including wallets, lending, and decentralized finance," noting that it "will not pursue targets that are incorporated, organized, or have their principal business operations in China or Hong Kong."
  • Motive Capital II (MTVC) opened on Dec. 7 at $10.03.
  • Juniper Wellness Acquisition (JWAC) opened on Dec. 7 at $10.05. The company intends to focus its search on targets in the healthcare industry with an enterprise value of approximately $300 million to $1 billion.

Disclosure: None

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