The Week In SPAC News - Sunday, Sept. 26

In SPAC news this week, Transfix and G Squared Ascend have entered into a definitive business combination agreement.

Transfix, G Squared Ascent to Combine 

Transfix announced it has entered into a definitive business combination agreement with G Squared Ascend I (GSQD), a special purpose acquisition company sponsored by affiliates of G Squared, which is a growth-stage venture capital fund manager focused on the technology sector. The closing of the transaction is expected by the end of the first quarter 2022.

The combined company is expected to be listed on the NYSE under the ticker symbol "TF." The transaction implies a pro forma enterprise value for Transfix of $1.1 billion. Upon the closing of the transaction, existing Transfix shareholders are expected to own approximately 69% of the combined company, with G Squared Ascend I public stockholders owning approximately 24%. 

G Squared Ascend I's sponsor has agreed that 50% of its Transfix shares will be subject to forfeiture depending on post-closing share performance. The transaction will also include a minimum cash condition of $200 million.

In addition to the $345 million cash in trust, G Squared is leading a commitment of an incremental $60 million under forward purchase agreements, plus up to another $50 million under G Squared's forward purchase agreement to backstop redemptions from G Squared Ascend I's trust.

Following this transaction, Transfix is expected to have approximately $375 million of cash net of transaction expenses, assuming no redemptions by G Squared Ascend I's public stockholders to accelerate its growth initiatives.

Tiedemann, Alvarium Near Deal to Merge, Go Public

Investment firms Tiedemann Group and Alvarium Investments are close to a deal to merge and go public through a special-purpose acquisition company, The Wall Street Journal's Amrith Ramkumar reported, citing people familiar with the matter. The combined investment firm would be called Alvarium Tiedemann Holdings and be valued at roughly $1.4 billion in the deal with the SPAC Cartesian Growth Corp. (GLBL), the report said.

Spring Valley, Dream Holdings Merger

Spring Valley Acquisition Corp. (SV) and Dream Holdings provided an update on the closing process and related timeline for their previously announced business combination, which was approved by shareholders on Aug. 30, 2021. Both parties are continuing to work diligently toward the transaction.

Per the transaction agreements, absent any termination, the parties are permitted up to 30 additional days, expiring Oct. 24, 2021 to close the transaction. Upon closing, the combined company's stock and warrants would trade under the ticker symbols "ARFM" and "ARFMW," respectively.

Analyst Coverage Initiations

Compass Point analyst Chris Allen initiated coverage of FinTech Acquisition Corp. V (FTCV) with a Neutral rating and $10.25 price target ahead of the company's merger with eToro. eToro's "unique elements" include copy trading, asset diversity and global reach, Allen told investors in a research note.

These point to high growth potential, but the operating model also entails market making against all customer orders, adding volatility, risk, and opacity, the analyst said. Allen sees a mixed risk/reward at current share levels.

DA Davidson analyst Tom White initiated coverage of Switchback II (SWBK) with a Buy rating and $13.25 price target ahead of the company's pending merger with Bird Global. Bird is a "leading micromobility company" that offers a fleet of shared electric scooters to riders in over 300 cities across four continents, White told investors in a research note.

The analyst estimates Bird has achieved "leading" U.S. category share in recent months, while also "meaningfully improving" its unit economics and per ride gross profit.

Northland analyst Greg Gibas initiated coverage of Trident Acquisitions Corp. (TDAC) - which is expected to merge with and remain listed on the Nasdaq Stock Market under the new ticker symbol "LTRY" - with an Outperform rating and $16 price target.

He views as well-positioned to benefit from the digitalization of games of chance as many markets around the world ease restrictions to attract new users and drive tax revenue, Gibas tells investors. Given global lottery sales of $430 billion and online penetration at about 4%, he sees "an immense market opportunity" for, the analyst added.

SPAC IPOs This Week

  • Direct Selling Acquisition (DSAQ) opened on Sept. 24 at $10.10. Direct Selling Acquisition intends to focus its search on domestically based businesses within the direct selling industry.
  • GigCapital5 (GIA) opened on Sept. 24 at $10.14. GigCapital5 is GigCapital Global's sixth private-to-public equity company since inception in late 2017. The company will seek companies in the "technology, media, and telecommunications, aerospace and defense, advanced medical equipment, intelligent automation, and sustainable industries anywhere in the world that embrace today's digital transformation and intelligent automation as a competitive advantage."
  • Live Oak Crestview Climate Acquisition (LOCC) opened on Sept. 23 at $9.83. The company intends to focus its search on companies in the climate and sustainability spaces which facilitate the Circular Economy, progress via the energy transition away from fossil fuels, enhance food chain continuity, recycling and alternative sourcing, as well as mitigate greenhouse gases and reduce plastic waste in the environment.
  • Inflection Point Acquisition (IPAX) opened on Sept. 22 at $9.81. The company intends to pursue a business combination "with a North American or European business in the consumer and technology sectors, which complements the expertise of its management team."
  • HHG Capital (HHGC) opened on Sept. 21 at $10.12. The company intends to focus its search "on industries that complement its management team's background."

Disclosure: None

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