spac sponsor llc agreement

Exhibit 10.4 . (225) 926-1000. [email protected]. SPAC Capital Structure has been largely standardized. CCC Information Services Inc. (B-/Stable/--) announced an agreement to merge with SPAC Dragoneer Growth Opportunities Corp. SPAC Churchill Capital Corp. II announced an agreement to merge in a roll-up transaction with both Software Luxembourg Holding S.A. (Skillsoft [B-/Stable/--]) and Global Knowledge Training LLC (rated 'D'). As noted above, the private placement warrants are generally not redeemable if the warrants are held by the SPAC sponsor or its permitted transferees. SPACs are attractive for private equity sponsors for a number of reasons. A SPAC is a company formed for the purpose of acquiring one or more operating companies pursuant to a business combination. CHICAGO--(BUSINESS WIRE)-- Monroe Capital LLC (Monroe or Sponsor) announced it has sponsored MCAP Acquisition Corporation (the Company or MCAP), a special purpose acquisition company (SPAC). Just as in a traditional IPO, it is critical for target companies to … After the SPAC sponsor identifies and signs an acquisition agreement with a target company, the shareholder approval process and various SEC filings follow. Source: Lion Group, March 8, 2021. Edwards Bryant B. Extracting and reviewing contract clauses for potential risks in legal agreements Assessing security and privacy compliance Analyzing sponsor incentives, conflict of interest disclosures, and sponsor fiduciary obligations to SPAC and to other clients The sponsor receives a percentage of shares at the time of the offering — normally 20% — which are put in escrow pending consummation of a potential acquisition within a two-year period. The Members have formed a Limited Liability Company ("Company") according to the laws of the state in which the Company was formed. Presently there is one agreement … The most obvious attribute of a SPAC is that it gives sponsors access to public markets, which can be particularly valuable depending upon the life cycles of funds that a sponsor is managing at the time it is considering raising a SPAC. RE: Securities Subscription Agreement . The most intense phase of becoming a public listed company via a combination with a Special Purpose Acquisition Company (SPAC) or the enhanced Private-to-Public Equity (PPE TM) mechanism is the De-SPAC process.De-SPACing is the stage … The sponsor receives a percentage of shares at the time of the offering — normally 20% — which are put in escrow pending consummation of a potential acquisition within a two-year period. The SEC’s draft registration review process is generally not available for SPAC transactions. Global SPAC Partners Sponsor LLC. Lamar Contact: Buster Kantrow. PSTH stock has dropped from $32 to $25, but it's still overpriced. SPAC Directors Cannot Take the Protection of the Business Judgment Rule for Granted. Litig., 858 F. Supp. This item has been saved to your reading list. Special purpose acquisition companies (SPACs) have become a preferred way for many experienced management teams and sponsors to take companies public. A SPAC raises capital through an initial public offering (IPO) for the purpose of acquiring an existing operating company. Target companies are usually privately held. SPAC IPO Gross Proceeds, other than a portion of the underwriters’ commissions, are placed into a Trust Account for the benefit of investors. 10X Capital SPAC Sponsor I LLC. The new SPAC aims to combine with a target valued at $250 million to $1 billion in the TMT industry with…. Aquarius I Acquisition Corp. EX-10.9 15 ea127578ex10-9_10xcapital.htm FORM OF ADMINISTRATIVE SERVICES AGREEMENT BETWEEN THE REGISTRANT AND 10X CAPITAL SPAC SPONSOR I LLC.. Exhibit 10.9 . As compared to operating company IPOs (referred to herein as The other management of the SPAC includes co-CEO and Chairman Bill Sandbrook. When planning for SPAC transactions, entities should also be mindful of the following unique considerations. The terms of the Class A and Class B Units are described in the Amended and Restated Limited Liability Company Agreement of CVH (the “LLC Agreement”), dated as of September 30, 2020, which was previously described in, and filed in, the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange PSTH Stock Shows the SPAC Bubble Has Further to Deflate. Going public through a SPAC may also be less expensive for a target company compared with a traditional IPO. The Company is the sponsor of Genesis Park Acquisition Corp. (the “ SPAC ”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “ Business Combination ”), which intends to register its securities under the Securities Act of 1933, as amended (the “ Securities Act ”), in connection with its initial public offering (“ IPO ”). Monroe Capital LLC ("Monroe" or "Sponsor") announced it has sponsored MCAP Acquisition Corporation (the "Company" or "MCAP"), a special purpose acquisition company ("SPAC"). Scores of civil lawsuits have been filed against SPAC sponsors and/or their directors and officers since the start of 2020, with more than 50 securities or stockholder cases filed in the federal courts alone. Apr 15/21. We are sponsored by Spartan Acquisition Sponsor II LLC, which is owned by a private investment fund managed by an affiliate of Apollo Global Management, Inc. (“Apollo”). Class B Ordinary Shares. The complaint is also noteworthy for its focus on one of the successful, serial SPAC sponsor firms. October , 2020 . The SPAC is controlled by a “sponsor” management company typically organized as a limited liability company. A sponsor, seeking to acquire or merge with an existing private company or asset, goes through the process of getting the SPAC underwritten, registered, and traded publicly. However, SPAC IPO activity came to an almost complete halt after the great recession, with only 1 SPAC IPO occurring in 2009, raising $36 million in capital. This TRANSACTION SUPPORT AGREEMENT, dated as of November 18, 2020 (this “Agreement”), is by and among (a) Arrival S.à r.l., a limited liability company (société à responsabilité limitée) governed by the laws of the Grand Duchy of Luxembourg with its registered office at 1, rue Peternelchen, L-2370 Howald, Grand … SPK Acquisition Corp. announced the pricing of its $50 million IPO and its units are expected to begin trading on the Nasdaq under the symbol “SPKAU” Tuesday, June 8. • SPAC Organizational Documentation (charter, bylaws) • Sponsor Constituent Documents (LLC agreement, etc.) As the SPAC IPO market continues to see large private equity backed sponsor groups enter the niche market place, here are some special considerations on the structure that these teams need to consider … Companies that wish to raise substantial funds from the capital markets for projects of group companies. Private investors or PE investment funds. These investors may want to be SPAC sponsors to benefit from potential gains and returns on the day of the IPO, and also during and after the later acquisitions of a SPAC. Monday, March 1, 2021. And we couldn’t do it without the support of our corporate sponsors. The founder ... a definitive agreement. Private Equity SPAC Considerations. JAC SafeFrame Sandbox. A Registration Rights Agreement, dated March 10, 2021, by and among the Company, the Company's sponsor, EarlyBirdCapital, Inc., and the initial shareholders of the Company; and ? Leafy Greens AeroFarms Goes Public via SPAC. 2d 277, 288 (S.D.N.Y. ? Special Purpose Acquisition Companies (SPACs) have exploded as an alternate vehicle to take a company public without undergoing the same rigor as in the traditional IPO process. . Apr 15/21. SPACs have been around for decades, but they’ve rapidly grown in popularity over the past year or so as higher-profile sponsors, larger deals and strong returns have propelled the SPAC market into the mainstream. Thoma Bravo’s SPAC has reached an agreement to take app software company ironSource public through a merger that values the combined business at $11.1 billion. Part of the appeal of a SPAC transaction is that they are fast-paced and can close within just a few months. Concrete for much of the past decade. Executive Vice President, Lamar Advertising Company. The explosive growth in Special Purpose Acquisition Companies (“SPACs”)[1] is starting to generate significant amounts of litigation. “So SPAC fees are about a quarter of the money raised, three or four times as much as you’d pay in an IPO, albeit better disguised,” Levine writes. PSTH stock has dropped from $32 to $25, but it's still overpriced. As Professor Klausner’s op-ed article notes, there is a SPAC industry at work, that accounts for the over 400 SPAC IPOs that have been completed since January 1, 2020. Characteristics of a SPAC. A SPAC is a publicly traded acquisition vehicle whereby a private equity sponsor assembles a management team and raises proceeds through an IPO of the SPAC with the sole intention of acquiring an operating company. This acquisition is accomplished through a reverse merger or a purchase agreement. Certain members of our management team are officers of KLR Group Investments, LLC. Cerminara and his partners largely own their stake through their private LLC, Fundamental Global Investors. With gross proceeds of $4.0 billion, it is the largest SPAC IPO to date, eclipsing the $1.8 billion of gross proceeds from the next largest SPAC IPO, Churchill Capital Corp. IV. Cerminara and his partners largely own their stake through their private LLC, Fundamental Global Investors. Pharmaceutical and biotech companies, with proprietary and … A SPAC completes its IPO on the strength of its sponsor and management ... shares” to the sponsor and to certain members of the SPAC’s management team. SPAC units consist of one share of common stock and warrants (ranging from 0.25 warrants to multiple warrants) for a purchase price of $10 per unit. The paper gains for insiders, even as shares of MultiPlan Corp. MPLN 0.91% fall, result from the unique incentives given to SPAC … combination (the discounts are a sponsor obligation in the SPAC’s IPO). The foregoing descriptions of the Subscription Agreement and the LLC Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Subscription Agreement and the form of the LLC Agreement, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8- The SPAC sponsor — usually an investment firm or famous investor — forms the company, takes it public, then buys a block of shares and warrants. Monroe Capital Sponsors Third SPAC – MCAP Acquisition Corporation. Some people refer to these as SPAC stocks. sponsor letter agreement, dated january 31, 2021, by and among software acquisition holdings ii llc, software acquisition group inc. ii and otonomo technologies ltd 8-k ex-10.3 form 8-k - period ending 2021-01-31 1 World Trade Center, 85th Floor. The SPAC target is usually publicly announced once a formal merger agreement has been executed. Since the beginning of 2016, each year has set a record in terms of total number of SPAC IPOs and the amount of capital raised in those IPOs. A sponsor typically forms the SPAC entity prior to making an initial filing of a registration statement — usually on Form S-1. A sponsor typically forms the SPAC entity prior to making an initial filing of a registration statement—usually on Form S-1. Analysts expect this deal to be finalized soon, as the company sponsor, Apollo Global Management (NYSE: APO), announced on Tuesday its second SPAC, Apollo Strategic Growth Capital II … partnership agreement is limiting, it may be difficult for a sponsor to have the flexibility to raise a SPAC. Promoters of the SPAC still stand to make millions. Prior to having a specific target for the business combination, the SPAC raises the funds through a public offering of the SPAC’s equity securities, with the private equity sponsor retaining 20% of the post-IPO SPAC. The paper gains for insiders, even as shares of MultiPlan Corp. MPLN 0.91% fall, result from the unique incentives given to SPAC creators, also known as sponsors. 10X Capital SPAC Sponsor I LLC However, the sponsor, Pershing Square TH Sponsor, LLC, is an affiliate of the flagship Pershing Square Capital Management, L.P, run by the notorious investment manager Bill Ackman. For example, if a company is seeking a $100 million SPAC with which to merge, the company must have at a … Overview. A special purpose acquisition company (SPAC; / s p æ k /), also known as a "blank check company" is a shell corporation listed on a stock exchange with the purpose of acquiring a private company, thus making it public without going through the traditional initial public offering process. The De-SPAC ETF (NYSE: DSPC) is the first exchange traded fund to offer pure-play exposure to private companies that come public as the result of a merger with a Special Purpose Acquisition Company. AeroFarms is headquartered in Newark, New Jersey. Most agreements provide that the sponsor loses its right to any promote participation if the sponsor defaults on its obligations or otherwise engages in improper conduct. Read more on Bloomberg… Billionaire Scores 3,000% Gain Through Electric-Vehicle SPAC 2021/03/19 J - Other transaction. Less volatility and uncertainty for target companies by locking in a price with the SPAC sponsor as part of a merger agreement. CPE News (4/30/2021) – Sonder Holdings Inc. and Gores Metropoulos II, Inc. (NASDAQ: GMIIU, GMII and GMIIW), a SPAC sponsored by The Gores Group, LLC and Dean Metropoulos of Metropoulos & Co., have entered into a definitive agreement to combine.. Initially, a sponsor of a particular SPAC takes the shell company public just to raise cash for an acquisition. We’ve staged over 200 successful events covering the breadth and depth of financial markets. Through June 30, 2020, the year was on pace to exceed the prior year once again and, through the date of this article, the amount of capital raised in SPAC IPOs in 2020 has already eclipsed all of 2019. -412,500. EXECUTION VERSION . The transaction will be Gores Metropoulos II’s qualifying acquisition and Sonder’s going public transaction by way of reverse take … The SPAC Conference is a success because of our collaboration with sponsors. Its sponsor is supported by Pearl Energy Investment Management LLC, a Dallas investment firm that focuses on energy industry investments. Direct Ownership. Some of the most interesting dynamics created during a SPAC transaction include: The limited time for a SPAC sponsor to develop a deep understanding of the merger target’s human capital strategy and ongoing talent requirements. A Letter Agreement, dated November 12, 2020, by and among the Company, its officers, its directors and the Company's sponsor, Ackrell SPAC Sponsors I LLC (the "Sponsor"), a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference. February 26, 2021 11:36 AM Eastern Standard Time. An Administrative Services Agreement, dated March 10, 2021, between the Company and SPAC Partners LLC. In order to be attractive to SPAC investors, an initial business combination target needs to be valued no less than 3x-5x the amount of proceeds held in the trust. Altimar Acquisition Corporation is a $275mm special purpose acquisition company (SPAC) sponsored by Altimar Sponsor, LLC, an affiliate of HPS Investment Partners, LLC. TRANSACTION SUPPORT AGREEMENT . New York, NY 10007 . 89 (alleging SPAC sponsors “raced to enter a merger agreement with Waitr” to avoid being “forced to return $250 million” and “to protect their reputations as high-power deal-makers”); In re Stillwater Capital Partners Inc. “Subsidiary” of any Person means any corporation, partnership, limited liability company or other organization, whether incorporated or unincorporated, which is directly or indirectly controlled by such Person or one or more of its respective Subsidiaries. Governance and voting structure. SPAC sponsors receive one full share warrant for each Dollar of sponsor capital provided (The common warrant for SPAC sponsors is often a 1/4 share or 1/2 share warrant, while SPAC sponsors of SPACs set up by Shanda Consult receive full share warrants). They are allowed to … A SPAC is most often sponsored by either (i) well known professionals in the specific industry or geography of focus for the SPAC or (ii) private equity funds seeking acquisitions outside the focus of their general funds. The remaining ~80% interest is held by public shareholders through “units” … PSTH Stock Shows the SPAC Bubble Has Further to Deflate. • Documentation relating to subscription for founders’ shares and warrants • Insider Letter Agreement (entered into by sponsor, officers and directors) • lock-up agreement of insiders New York, NY 10007 . Fad or permanent fixture? By Vince Martin, InvestorPlace … De-SPAC Process – Shareholder Approval, Founder Vote Requirements, and Redemption Offer December 27, 2019 | by Raluca Dinu. There are a number of important legal issues … Initially, a sponsor of a particular SPAC takes the shell company public just to raise cash for an acquisition. By Vince Martin, InvestorPlace … However, the SPAC sponsor’s 20 percent equity in the SPAC for its nominal capital contribution should be considered. Unit Subscription Agreement between the Issuer and Sponsor On December 23, 2020, simultaneously with the consummation of the Issuer’s IPO in which the underwriters’ over-allotment option was exercised in full, the Sponsor purchased 470,000 Placement Units pursuant to the Subscription Agreement. Plus, in most cases, the sponsor gets 20 percent of the stock for cheap. Some investors may be wary of buying shares of a company that went public through a SPAC because the amount of due diligence required for a merger may be less than what the Securities and Exchange Commission requires for a regular IPO. SPACs are one of the most disruptive structures to hit the … He is part-owner of the sponsor entity and a longtime concrete executive, leading U.S. On April 7th, Rice Acquisition Corp (NYSE: RICE), a special purpose acquisition company focused on the energy transition sector, announced an agreement to enter into a business combination with Aria Energy and Archaea Energy LLC, which will create the industry-leading renewable natural gas “RNG” platform. Lion Group Holding Ltd., operator of an all-in-one trading platform that offers a wide spectrum of products and services with a focus on Chinese investors, has signed engagement letters with Maxim Group LLC and Loeb & Loeb LLP to form a second SPAC company, Aquarius I Acquisition Corp. This is the third SPAC Monroe has participated as a sponsor investor. Since the beginning of 2020 through July 22, 2020, 48 A special purpose acquisition company (SPAC) is a publicly traded company created for the purpose of acquiring or merging with an existing company. Founded in 2004, AeroFarms, Inc. is a certified B Corporation engaged in vertical farming. 10X CAPITAL VENTURE ACQUISITION CORP. 1 World Trade Center, 85 th Floor. Generally, a SPAC is formed by an experienced management team or a sponsor with nominal invested capital, typically translating into a ~20% interest in the SPAC (commonly known as founder shares). That Spac, after having raised 402.5 million dollars from investors both in a private placement and with full exercise of the overallotment option, has reached a dry powder of 652.5 million dollars thanks to a forward purchase agreement signed with its sponsor (see here a … Logistics and concrete-industry veteran Matt Brown is chief financial officer of the SPAC and is the third member of the sponsor entity. The SPAC is controlled by a “sponsor” management company typically organized as a limited liability company. In the current market environment, SPAC sponsorship represents an unprecedented opportunity for a qualified sponsor team to access capital and engage in the acquisition of established companies in the sector or sectors in which the sponsor team has expertise and experience. Presently there is one agreement … What are the key legal issues that arise in SPACs? See, e.g., Welch Compl. The sponsor has a defined period in which to find and acquire the potential target company–typically two years, but it varies–otherwise, cash from the IPO is returned to investors. In the de-SPACing transaction, the sponsor of the SPAC agreed to forfeit 48.67 percent (4,562,500) of its 9,375,000 founder shares by transferring (1) 3,125,000 shares to PIPE investors as a subsidy to their investment, (2) 937,500 shares to Apollo, and (3) 500,000 shares to the new executive chairman of Hostess. Prior to the SPAC… SPAC Securities Class Action Comes for Private Equity Sponsor. A special purpose acquisition company (SPAC) is essentially a shell corporation whose sole purpose is to raise money to acquire one or more businesses or assets. A SPAC is most often sponsored by either (1) well-known professionals in the specific industry or geography of focus for the SPAC or (2) private equity funds seeking acquisitions outside the focus of their general funds. In 2018, Monroe co-sponsored Thunder Bridge Acquisition, Ltd. and supported its successful business combination with Repay … Apollo Global Management LLC have each sponsored SPACs. Since January of 2020 through Q1 2021, there have been 546 SPAC IPOs totaling over $170 billion in proceeds, with 433 SPACs currently active and seeking targets. “Sponsor” means SPAC Sponsor, LLC, a Delaware limited liability company. DealFlow Events is known throughout the many worlds of finance. LIMITED LIABILITY COMPANY OPERATING AGREEMENT FOR _____ A LIMITED LIABILITY COMPANY ARTICLE I Company Formation 1.1 FORMATION. Chairman Clayton further indicated that SEC staff are focused on disclosures of the compensation and incentives that go to a SPAC’s sponsors.

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