In SPAC news this week, Rubicon Technologies is going public through merger with Founder SPAC, while Footprint is set to become public through a merger agreement with Gores Holdings VIII.

Rubicon, Founder SPAC Deal 

Rubicon and Founder SPAC (FOUN) announced a definitive agreement that will result in Rubicon becoming a publicly listed company. Upon closing of the transaction, the combined company will be named Rubicon Technologies and be listed on the New York Stock Exchange under the new ticker symbol 'RBT.' 

The companies said, "Founded in 2008, Rubicon is the world's largest digital marketplace for waste and recycling, and a global leader in providing cloud-based waste and recycling solutions to businesses and governments." The business combination values Rubicon at an implied $1.7 billion pro forma enterprise value, at a price of $10.00 per share, assuming no redemptions by Founder SPAC shareholders.

The boards of directors of Founder SPAC and Rubicon have approved the proposed transaction, which is expected to be completed in the second quarter of 2022, subject to, among other things, the approval by Founder SPAC's stockholders and satisfaction or waiver of other customary closing conditions.

The transaction will result in gross proceeds of approximately $432 million to Rubicon, including a $111 million fully committed PIPE, anchored by Palantir Technologies (PLTR), the New Zealand Super Fund, and Rodina Capital.

Footprint, Fores Holdings VIII Merger 

Footprint, a global materials science technology company focused on sustainable solutions, and Gores Holdings VIII (GIIX), a special purpose acquisition company formed by an affiliate of The Gores Group, announced that they have entered into a definitive merger agreement that, subject to the consummation of the transaction, will result in Footprint becoming a publicly listed company.

Upon closing of the proposed transaction, the combined company will be named and is expected to be listed on the Nasdaq under the ticker symbol 'FOOT.' The combined company will be led by Troy Swope, co-Founder and CEO of Footprint, and is expected to have a pro forma enterprise value of $1.6 billion at the closing of the proposed transaction.

The transaction implies an enterprise value of approximately $1.6 billion for the combined company, representing approximately 3.2x of 2023 estimated revenue.

The proposed business combination, which has been unanimously approved by both the board of directors of Gores Holdings VIII and the board of directors of Footprint, is expected to close in the first half of 2022, subject to approval by Gores Holdings VIII's stockholders and other customary closing conditions.

Nauticus Robotics Coming Public via SPAC 

Nauticus Robotics and CleanTech Acquisition Corp. (CLAQ) announced that they have entered into a definitive business combination agreement that will result in Nauticus becoming a publicly listed company. Upon closing of the transaction, CLAQ will be renamed Nauticus Robotics, Inc. and is expected to remain listed on the Nasdaq under the new ticker symbol 'KITT.'

"Nauticus' software, robots, and services provide customers the necessary data collection, analytics, and subsea manipulation capabilities to support and maintain assets, while significantly reducing their operational and carbon footprints to improve offshore health, safety, and environmental exposure," the company said in a statement.

Nauticus' robotic systems and services will be delivered to commercial and government-facing customers primarily through a Robotics as a Service business model but could also include strategic partnerships for unit sales. The pro forma equity valuation of the combined company is expected to be approximately $561 million.

Estimated cash proceeds to the combined company from the transaction are expected to consist of CLAQ's approximately $174.2 million of cash in trust and approximately $73 million from a fully committed Private Investment in Public Equity in equity and convertible notes anchored by existing investors.

Upon the closing of the transaction, and assuming none of CLAQ's public stockholders elect to redeem their shares of common stock and no additional shares of common stock are issued upon the closing of the transaction, it is anticipated that CLAQ's public stockholders would retain an ownership interest of approximately 33% in the Combined Company, the PIPE Investment investors will own approximately 6% of the combined company, the co-sponsors, officers, directors, and other holders of CLAQ founder shares will retain an ownership interest of approximately 8% of the combined company, and the Nauticus stockholders will own approximately 53% of the combined company.

Investors in the fully committed PIPE of approximately $73 million in equity and convertible notes include Schlumberger (SLB), Transocean (RIG), AeroVironment (AVAV), Material Impact, and a large private university endowment, the companies noted. The transaction, which will require the approval of the stockholders of CLAQ and is subject to other customary closing conditions, is expected to close in the first half of 2022.

Enterprise SaaS Player Rezolve in SPAC Deal 

Rezolve announced that it has entered into a definitive business combination agreement with Armada Acquisition Corp. I (AACI), a publicly traded special purpose acquisition company. Upon closing of the transaction, the combined company's shares are expected to trade on the Nasdaq under the ticker symbol 'ZONE.'

Rezolve says it is "positioned to become the engine of mobile engagement that enables the transformation of interactions between consumers and merchants on mobile devices."

The company added that, "Rezolve is an enterprise SaaS platform designed from the ground up specifically for mobile commerce and engagement. The platform allows merchants and brands to convert media into an interactive experience on a mobile device, which can drive a meaningful increase in consumer engagement and purchase activity. Rezolve currently has go-to-market partner agreements with leading global players that have a combined global reach of over 20 million merchants and over 1 billion consumers across China, Asia, and Europe. Rezolve's platform already serves over 150,000 of those merchants today."

The proposed business combination values the enlarged Rezolve group at a pro forma enterprise value of approximately $1.8 billion and a pro forma market capitalization of approximately $2 billion.

Unit of Econet in SPAC Talks

Fintech Acquisition Corp. VI (FTVI), a blank-check company backed by serial dealmaker Betsy Cohen, is in talks to merge with a unit of African telecommunications conglomerate Econet Global, Bloomberg's Crystal Tse, Loni Prinsloo, and Gillian Tan reported, citing people familiar with the matter.

The deal would seek to value the unit, Cassava Technologies, at $4 billion or more, one of the people said. Deliberations are ongoing and may not result in a transaction, the sources said.

Analyst Coverage Initiations

Benchmark analyst Subash Chandra initiated coverage of Spartan Acquisition Corp. III (SPAQ) - which has announced a business combination agreement with Allego - with a Buy rating and $16 price target. Allego is one of Europe's largest operators of fast-charging stations for electric vehicles, and his valuation and estimates are based on the combined company to be listed on the NYSE under the ticker 'ALLG,' Chandra said.

SPAC IPOs This Week

• AP Acquisition (APCA) opened on Dec. 17 at $10.05. The company said it will focus on the de-carbonization and renewable energy sectors, with a particular focus in Japan/Asia excluding Mainland China, Hong Kong, and Macau and European markets.
• Revelstone Capital Acquisition (RCAC) opened on Dec. 17 at $9.86. It is the company's intention to pursue prospective targets in the consumer, media, and/or technology markets with a focus on "the active consumer landscape."
• CF Acquisition VII (CFFS) opened on Dec. 16 at $10. The company intends to focus on "industries where its management team and founders' experience will provide the company with a competitive advantage, including the financial services, healthcare, real estate services, technology, and software industries."
• FTAC Emerald Acquisition (EMLD) opened on Dec. 16 at $9.99. The company had priced its initial public offering of 22 million units at a price of $10.00 per unit.
• Ahren Acquisition (AHRN) opened on Dec. 15 at $10. The company "believes that it is well positioned to pursue initial business combination opportunities within its four domains of interest: Planet & Efficient Energy; Brain & Artificial Intelligence; Genetics & Platform Technologies; and Space, Robotics & Physics."
• Swiftmerge Acquisition (IVCP) opened on Dec. 15 at $9.89. The company intends to pursue opportunities "targeting disruptive consumer companies utilizing technology and the internet to evolve the way that consumers interact with the market."
• Pearl Holdings Acquisition (PRLH) opened on Dec. 15 at $9.97. The company intends to focus its search for a target business in global consumer-focused industries, including companies that participate in the lifestyle, technology, healthcare, and wellness sectors.
• Investcorp Europe Acquisition I (IVCB) opened on Dec. 15 at $10. The company had priced its initial public offering of 30 million units at a price of $10.00 per unit.
• Kairous Acquisition (KACL) opened on Dec. 14 at $10.06. The company had priced its initial public offering of 7.5 million units at an offering price of $10.00 per unit, with each unit consisting of one ordinary share, one half of one redeemable warrant, and one right to receive one-tenth of an ordinary share.
• Alpha Star Acquisition (ALSA) opened on Dec. 13 at $10.16. The company had priced its initial public offering of 10 million units at $10.00 per unit.
• BurTech Acquisition (BRKH) opened on Dec. 13 at $10. The company intends to focus its search for a target business in the retail, lifestyle, hospitality, technology, or real estate markets.