In SPAC news this week, Boxed will become a U.S. publicly traded company through a merger with Seven Oaks, while Infarm is reportedly in talks to go public via a merger with Kernel Group.

BOXED, SEVEN OAKS MERGER

Boxed, an e-commerce grocery shopping platform selling bulk consumables to households and businesses, and Seven Oaks Acquisition (SVOK), a publicly-traded special purpose acquisition company, announced a definitive agreement for a business combination that would result in Boxed becoming a public company. The combined company will be called Boxed upon the closing of the transaction and is expected to be listed in the U.S. under a new ticker symbol.

Under the terms of the proposed transaction, Boxed and Seven Oaks will merge with a pro forma combined equity value of approximately $900M. The combined company is expected to receive $334M in net cash proceeds from a combination of Seven Oaks' cash in trust of approximately $259M, assuming no redemptions by Seven Oaks' public stockholders, as well as a $120 million fully committed private placement financing. There are no secondary shares being sold by existing Boxed shareholders in the transaction. The private placement consists of a combination of common stock and convertible notes from institutional and strategic investors including Brigade Capital Management, Avanda Investment Management and Onex Credit, and will close concurrently with the merger.

Boxed's current equity holders will own approximately 62% of the pro forma company immediately after closing, assuming no redemptions. The boards of directors of each of Seven Oaks and Boxed have approved the transaction. The transaction will require the approval of the stockholders of both Seven Oaks and Boxed, and is subject to other customary closing conditions, including the receipt of certain regulatory approvals. The transaction is expected to close in the fourth quarter of 2021.

LOCAL BOUNTI TO COME PUBLIC IN MERGER

U.S. indoor agriculture company Local Bounti has agreed to go public through a merger with Leo Holdings III Corp. (LIII), pursuant to a definitive business combination agreement. The transaction values the combined company at an equity value of $1.1B and upon closing of the transaction, the combined company is expected to remain listed on the New York Stock Exchange under the symbol "LOCL". Strategic partners include food and agriculture industry giant Cargill and Sarath Ratanavadi, CEO of Gulf Energy Development Public Company Limited - Thailand's largest private energy and infrastructure company and one of the world's leaders in sustainable energy, which are investing in the combined company through a private investment in public equity arrangement.

Cargill is also expected to provide $200M in debt financing to accelerate Local Bounti's expansion plans. Local Bounti plans to use the capital to build local strategically-located indoor farming facilities across the Western U.S. to provide fresh, superior-tasting, long-lasting and sustainably-grown produce with minimal carbon footprint.

As a result of the transaction with Leo, Local Bounti will receive up to $400M in gross proceeds, including $125M from a fully committed PIPE anchored by existing investors and new investors, including Fidelity Management & Research Company LLC, BNP Paribas Asset Management Ecosystem Restoration Fund and Cargill. The Boards of Directors of Local Bounti and Leo unanimously approved the transaction, and the transaction will require the approval of the stockholders of both Local Bounti and Leo and is subject to other customary closing conditions. The transaction is expected to close in the second half of 2021.

INFARM, KERNER GROUP TALKS

Indoor and urban farming startup Infarm is in advanced discussions to go public via a merger with Kernel Group Holdings (KRNL), a special purpose acquisition company, Bloomberg's Gillian Tan and Crystal Tse reported, citing people with knowledge of the matter. A deal would value the combined company at over $1B, the authors said, noting that terms aren't finalized and talks could still fall apart.

COBALT MINER SAID TO WEIGH SPAC DEAL

Missouri Cobalt has hired Goldman Sachs (GS) to assess a potential public listing through a special purpose acquisition company in a deal that could value the U.S. nickel-cobalt miner at up to $5B, two sources told Reuters' Jeff Lewis. Rare earths miner MP Materials (MP) came public last year via such a SPAC merger, the report noted.

SPAC TO LIST IN LONDON

Fusion Acquisition (FUSE) CEO John James is in discussions to roll out a new special purpose acquisition company which could list in London in the coming weeks with the goal of becoming the first to take advantage of a new British SPAC regime, Reuters' Pamela Barbaglia and Abhinav Ramnarayan reported, citing sources. James, who already oversees two Nasdaq-listed SPACs, is working with JPMorgan (JPM) on a third Fusion blank-check company, the authors said.

COVERAGE INITIATIONS

DA Davidson analyst Linda Bolton Weiser initiated coverage of BeachBody with a Buy rating and $14.50 price target pending its June merger closing with Forest Road Acquisition (FRX) and Myx Fitness. The analyst told investors that she is positive on the company's holistic health strategy and wellness solution, along with its target to grow revenue at 30% CAGR to reach $3.29B by 2025. Upon closing of the business combination transaction, The Beachbody Company will be the parent company of three content and technology-driven businesses: Beachbody On Demand, Openfit and Myx. The transaction is expected to close in the second quarter and the combined company will be listed on the NYSE under a new ticker symbol, "BODY."

Benchmark analyst Josh Sullivan initiated coverage of Osprey Technology Acquisition Corp. (SFTW) with a Buy rating and $20 price target. The special purpose acquisition company is in the process of merging with BlackSky, a geospatial SaaS analytics platform that he views as "a classic disruption story," Sullivan tells investors. BlackSky is disrupting its market with geospatial imagery analytics that's delivered in hours vs. days, at a tenth of the cost, said Sullivan, who sees BlackSky "lowering the friction of space-based imagery to a point where AI/ML real-time analytics adoption reaches a tipping point."

SPAC IPOS THIS WEEK

• Jaws Juggernaut Acquisition (JUGGU) opened on June 18 at $10.08. Jaws Juggernaut "expects to focus on wireless communications and related technology/product/service businesses that have attractive growth-oriented characteristics and strong underlying demand drivers."
• Corner Growth Acquisition Corp. 2 (TRON) opened on June 17 at $10.05. The company expects to focus on the technology industry in the United States and other developed countries.
• Zimmer Energy Transition (ZTAQU) opened on June 16 at $9.96. The company intends to "capitalize on the Zimmer Partners LP platform to identify, acquire and operate a business in industries that may provide opportunities for attractive risk-adjusted returns in the energy value chain in North America, with a focus on energy transition and sustainability."
• Rice Acquisition Corp. II (RONI) opened on June 16 at $10.05. The company intends to focus its search for a target business in the "broadly defined energy transition or sustainability arena."
• Dila Capital Acquisition (DILAU) opened on June 15 at $9.95.
• G Squared Ascend II (GSQB) opened on June 15 at $9.98. The company intends to "focus on opportunities that fall within six core megatrends: Software-as-a-Service, Online Marketplaces, Mobility 2.0/Logistics, Fintech/Insurtech, New Age Media, and/or Sustainability."