Special Purpose Acquisition Companies (SPACs)

Our recent SPAC work includes representing:

• Horizon Acquisition Corporation II in its proposed US$3.1 billion business combination with Epic Aero, Inc., a subscription-based private aviation company operating Flexjet and other brands.
• Bridger Aerospace Group Holdings, LLC in its business combination with SPAC Jack Creek Investment Corp., valuing Bridger at an implied US$869 million pro forma enterprise value.
• Bullpen Parlay Acquisition Company (NASDAQ: BPACU), a SPAC newly incorporated in the Cayman Islands, in its US$230 million IPO.
• Blue Ocean Acquisition Corp (NASDAQ: BOCNU) as issuer’s counsel in its US$165 million IPO.
• Grove Collaborative in its business combination with SPAC Virgin Group Acquisition Corp. II in a transaction with an implied pro forma equity value of US$1.5 billion.
• The underwriters in the US$200 million IPO of Focus Impact Acquisition Corp. (NASDAQ: FIACU), an ESG-focused SPAC.
• The underwriters in the US$230 million IPO of Crixus BH3 Acquisition Company, a Nasdaq-listed SPAC sponsored by founding partners of BH3 Management.
• TradeUP Global Corporation, a publicly traded SPAC, in its pending business combination with SAITECH Limited, a Eurasia-based, energy-saving, bitcoin-mining operator that engages in the hosting of bitcoin mining machines for its clients. The transaction values SAITECH at a US$228 million equity.
• The placement agents for a US$200 million PIPE offering by InterPrivate III Financial Partners Inc., a SPAC that announced a planned merger with Aspiration Partners, Inc.
• Hagerty in its business combination with Aldel Financial Inc. (NYSE: ADF), a SPAC. The deal values Hagerty at a pro forma enterprise value of US$3.13 billion and includes a US$704 million fully committed PIPE.
• Brand Velocity Partners and its portfolio company BBQGuys in connection with the pending merger of BBQGuys with Velocity Acquisition Corp. (NASDAQ: VELO), a SPAC. The transaction has a pro forma equity value of US$963 million.
• Hennessy Capital Investment Corp. V, a publicly traded SPAC, in its pending business combination with Plus (formerly Plus.ai), a global provider of self-driving truck technology. The transaction has an implied pro forma equity value of US$3.3 billion.
• CA Healthcare Acquisition Corp., a SPAC focused on investing in a growth-oriented healthcare company, in its pending business combination with LumiraDx Limited, a next-generation point of care diagnostics testing company. The transaction has an implied pro forma equity value of US$3 billion.
• Apex Clearing Holdings LLC in its proposed business combination with Northern Star Investment Corp. II (NYSE: NSTB), a publicly traded SPAC, in a transaction with an enterprise value of approximately US$4.7 billion.
• The underwriters in the US$345 million IPO of Social Leverage Acquisition Corp I, a NYSE-listed SPAC sponsored by a founding partner of Social Leverage.
• The underwriters in the US$230 million IPO of Group Nine Acquisition Corp. (NASDAQ: GNACU), a SPAC sponsored by an entity affiliated with Group Nine Media, Inc.
• Oyster Enterprises Acquisition Corp. (NASDAQ: OSTRU) as issuer’s counsel in its US$200 million IPO. Oyster Enterprises is a SPAC sponsored by an affiliate of Alden Global Capital LLC, the New York-based investment advisory firm.
• Porch Group, Inc. in its acquisition of Homeowners of America for US$100 million. The acquisition will result in Porch becoming one of the nation’s largest insurtech companies.
• GIC as investor’s counsel in connection with a US$200 million investment in CF Finance Acquisition Corp. II, a SPAC that has agreed to acquire View, Inc. GIC’s investment increases the fully committed PIPE investment from up to US$300 million to US$500 million.
• Vivo Capital in its agreement to invest US$150 million in New Frontier Corporation (NYSE: NFC), a SPAC, in connection with its initial business combination transaction to acquire United Family Healthcare.
• Gaming & Hospitality Acquisition Corp. as issuer’s counsel in its US $200 million IPO, a NASDAQ-listed SPAC focused on the gaming sector.
• Faraday Future in its pending business combination with Property Solutions Acquisition Corp. (NASDAQ: PSAC), a special purpose acquisition company, in a transaction with an implied pro forma equity value of US$3.4 billion.
• Cloudbreak Health, LLC in its pending business combination with GigCapital2 (NYSE: GIX), a special acquisition company, and GigCapital2’s concurrent business combination with UpHealth Holdings, Inc., in a transaction with an implied pro forma equity value of US$1.35 billion.
• Hennessy Capital Acquisition Corp. IV (NASDAQ: HCAC), a SPAC, in its merger with Canoo Holdings Ltd. in a transaction with an implied pro forma equity value of US$2.4 billion.
• MP Materials in its business combination with Fortress Value Acquisition Corp. (NYSE: FVAC), a special purpose acquisition company sponsored by an affiliate of Fortress Investment Group LLC, in a transaction with an implied pro forma equity value of US$1.55 billion.
• The underwriters in connection with the US$225 million IPO by Lefteris Acquisition Corp., a NASDAQ-listed SPAC focused on the FinTech sector.
• The underwriters in connection with the US$230 million IPO by Lionheart Acquisition Corporation II, a NASDAQ-listed SPAC focused on the real estate technology or “proptech” sector.
• The underwriters in connection with the US$172.5 million IPO by NewHold Investment Corp., a NASDAQ-listed SPAC focused on the industrial technology sector.
• Porch.com in its business combination with PropTech Acquisition Corporation (NASDAQ: PTAC), a special purpose acquisition company, in a transaction with an implied pro forma equity value of US$728 million.
• The underwriters in connection with the US$200 million IPO by GigCapital3, Inc., a NYSE-listed SPAC focused on the technology, media and telecommunications (TMT) sector.
• A Neuberger Berman private investment fund as sponsor investor in the US$414 million IPO of CC Neuberger Principal Holdings I, a NYSE-listed SPAC focused on the financial, technology and business services sectors and in the US$828 million IPO of CC Neuberger Principal Holdings II, a NYSE-listed SPAC.
• Hennessy Capital Acquisition Corp. III, a SPAC, in its acquisition of environmental and waste management services provider NRC Group, a portfolio company of the J.F. Lehman private equity firm, in a cash/stock deal valuing NRC Group at over US$750 million and launch of NRC Group as a public company (NYSE: NRCG). In connection with the acquisition, we also represented the SPAC in its convertible preferred and common equity PIPE and backstop financing transactions.