The Week In SPAC News: Semantix, SoundHound AI To Go Public Via Deals

In SPAC news this week, Semantix, Soundhound AI, and Accelus announced they are going public via merger agreements with special purpose acquisition companies.

Semantix to Go Public via SPAC Deal 

Semantix announced that it has entered into a definitive agreement to merge with Alpha Capital (ASPC), a special purpose acquisition company focused on technology. The announcement marks the first time a Latin American-focused technology SPAC has merged with a target company.

Semantix founder and CEO, Leonardo Santos Semantix will have an implied equity value of approximately $1 billion, assuming a $10.00 per share price and no trust redemptions, and is expected to trade on the Nasdaq Capital Market under the ticker symbol 'STIX.'

The merger is expected to close in the first half of 2022, subject to shareholder approvals and other customary closing conditions. The combined company will have a pro forma enterprise value of $693 million, assuming a $10.00 per share price and no shareholder redemptions.

SoundHound AI, Archimedes Tech Deal 

SoundHound and Archimedes Tech SPAC Partners (ATSPU), a blank check company, announced they have entered into a definitive merger agreement. The combined company will be called SoundHound AI and is expected to be publicly listed on Nasdaq under the symbol 'SOUN' following the closing of the transaction.

Following completion of the transaction, SoundHound will retain its management team, which includes Keyvan Mohajer, founder and CEO. The transaction is expected to deliver up to $244 million of gross proceeds, including the contribution of up to $133 million of cash held in Archimedes' trust account, subject to redemptions by Archimedes subunit holders.

Of such an amount, $111 million will come from fully-committed common equity PIPE that is priced at $10.00 per share. All cash remaining on Archimedes' balance sheet at the closing of the transaction, after paying off transaction expenses, is expected to remain on SoundHound AI's balance sheet for working capital, growth capex, and other general corporate purposes.

The board of directors of SoundHound and Archimedes, respectively, have approved the transaction. The transaction will require the approval of the stockholders of Archimedes and SoundHound, and is subject to other customary closing conditions, including the receipt of certain regulatory approvals.

The transaction is expected to close in Q1 of 2022. As part of the transaction, the outstanding equity of SoundHound will be converted into equity of the combined company.

CHP Merger, Accleus Business Combination 

Integrity Implants, doing business as Accelus, and CHP Merger Corp. (CHPM), a special purpose acquisition company, or SPAC, formed by an affiliate of Concord Health Partners, announced entry into a definitive business combination agreement. Upon the closing of the business combination, CHP Merger Corp. will be renamed Accelus.

The business combination is expected to be completed in early 2022. Based in Palm Beach Gardens, Florida, and established through the combination of Integrity Implants Inc. and Fusion Robotics, Accelus is a commercial stage medical technology company with a mission to accelerate the adoption of minimally invasive surgery as the standard of care in spine.

Trump's Social Media SPAC Probe Request

Senator Elizabeth Warren on Wednesday sent a letter to Securities and Exchange Commission chair Gary Gensler asking for an investigation into the proposed merger between former President Donald Trump's social media company and special purpose acquisition company Digital World Acquisition (DWAC), according to multiple reports.

Warren said Trump's new social media company "may have committed securities violations by holding private and undisclosed discussions about the merger as early as May 2021, while omitting this information in filings and other public statements," Warren wrote, according to CNBC.

DraftKings Partners with FaZe Clan 

Shares of B. Riley Principal 150 Merger (BRPM) were up on Wednesday after DraftKings (DKNG) announced a new deal with FaZe Clan to become the official sports betting, iGaming, daily fantasy, and free-to-play partner of the platform.

On Oct. 25, FaZe Clan announced it has entered into a definitive merger agreement to combine with B. Riley Principal 150 Merger, a special purpose acquisition company sponsored by an affiliate of B. Riley Financial (RILY). Upon completion of the proposed business combination, BRPM will change its name to FaZe Holdings. The combined company's common stock is expected to be listed on Nasdaq under the new ticker symbol 'FAZE.'

Obagi, Milk Makeup Acquisition

Waldencast Acquisition Corp. (WALD), a SPAC founded by two former L'Oreal (LRLCY) executives, plans to buy skincare startup Obagi and makeup brand Milk Makeup in a deal that values that combined business at around $1.2 billion, The Wall Street Journal's Corrie Driebusch reported.

Waldencast's co-founder Michel Brousset, who previously served as group president of L'Oreal North America Consumer Products, will lead the new operating company, to be named Waldencast, as CEO. Hind Sebti, the SPAC's other co-founder, will serve as COO.

Khosla, Valo Terminate Agreement

Valo Health and Khosla Ventures Acquisition (KVSA), a special purpose acquisition company sponsored by affiliates of Khosla Ventures, announced that both companies have mutually agreed to terminate their previously announced agreement and plan of merger immediately. Both parties decided to terminate the Business Combination based on current market conditions, particularly in the biotechnology area.

Analyst Coverage Initiations

Northland analyst Mike Grondahl initiated coverage of TPG Pace Solutions (TPGS) - which has previously announced a proposed business combination with Vacasa, a leading vacation rental platform - with an Outperform rating and $15 price target. Upon closing of the transaction, the combined company is expected to be publicly traded under the ticker symbol 'VCSA.'

The SPAC's sponsor, TPG Group, has taken 56 companies public since 2011 and completed 7 SPAC IPOs to date with four completed business combinations, noted Grondahl, who said the company has a "proven track record and significant industry experience supporting high growth companies in the leisure, new economy travel, and consumer internet marketplaces."

Given that Silver Lake is also not selling any shares and retaining 88% ownership, Grondahl argued that "for a SPAC, this is about as close to an IPO as we have seen."

Roth Capital analyst Craig Irwin initiated coverage of European Sustainable Growth Acquisition Corp. (EUSG), the merger partner of ADS-TEC Energy, with a Buy rating and $18 price target.

The analyst noted that ADS-TEC provides battery-buffered DC fast charging solutions, where its 320 kW ChargeBox DC fast charger allows EV charging at up to 5-times the rate supported by the local grid, and for owners to forego costly infrastructure upgrades. Management is tracking ahead of expectations with the U.S. launch expanding beyond the 77% of 2020 revenue from Porsche (POAHY) or 97% from Germany, Irwin added.

Benchmark analyst Daniel Kurnos initiated coverage of Trebia Acquisition Corp. (TREB) - which has announced a deal to merge with omnichannel, privacy-centric customer acquisition platform System1 - with a Buy rating and $15 price target. He views System1 being "particularly well positioned" as the Internet migrates away from cookies and towards first-party data and machine learning, Kurnos tells investors.

Concurrent with their transaction, System1 will be combining with Protected.net, a developer of security and privacy subscription products with over 2 million paying subscribers. Upon closing, the combined company will be named System1, Inc. and is expected to be listed on the NYSE and trade under the new ticker symbol 'SST.'

SPAC IPOs This Week

  • FTAC Zeus Acquisition (ZING) opened on Nov. 19 at $10.10. The blank-check company was formed for the purpose of acquiring or merging with one or more technology and financial services technology companies.
  • INFINT Acquisition (IFIN) opened on Nov. 19 at $10.05. INFINT may pursue an initial business combination target in any business or industry, but intends to focus on the financial software and information services companies operating at the intersection of the financial and business services sectors.
  • Crescera Capital Acquisition (CREC) opened on Nov. 19 at $10.07. The company intends to seek a business combination with a company not limited to a particular industry, sector or geographic region in Latin America. The company's sponsor is associated with the Brazilian asset management firm Crescera Capital.
  • ALSP Orchid Acquisition I (ALOR) opened on Nov. 19 at $10.08. ALSP Orchid is a newly organized blank check company formed by Accelerator Life Science Partners, for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.
  • Arisz Acquisition (ARIZ) opened on Nov. 18 at $10.11. The company intends to pursue targets in the healthcare industry.
  • Bleuacacia (BLEU) opened on Nov. 18 at $10.09. The company intends to identify and complete a business transaction in the consumer and retail sectors.
  • ShoulderUp Technology Acquisition (SUAC) opened on Nov. 17 at $10.07. The company intends to focus its efforts on "identifying businesses in the technology and cybersecurity industries, segments where the SPAC's management, board and advisory teams have unparalleled collective expertise."
  • Seaport Global Acquisition II (SGIIU) opened on Nov. 17 at $10.05. The company intends to focus on companies undergoing transformational, transitional, or reorganizational business strategies.
  • LF Capital Acquisition II (LFAC) opened on Nov. 17 at $10.08.
  • Energem Corp. (ENCPU) opened on Nov. 16 at $10.12. The company intends to focus on the energy industry.

Disclosure: None

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