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Ventoux CCM Acquisition Corp. (stock symbol: VTAQ), a SPAC that raised $174.225 million when it completed its initial public offering in December 2020, has announced that it is going to merge with Presto, "...known for its kiosks and tablets that let guests order and pay directly at tables and uses speech recognition so customers can order by talking to a device at drive-throughs and other settings. It also uses computer vision and analytics to help eateries optimize operations."
Restaurant-Tech Startup Presto Going Public Through $1 Billion SPAC Merger
Presto is known for its pay-at-table kiosks, tablets and artificial-intelligence tools
By Amrith Ramkumar Wall Street Journal Updated Nov. 10, 2021 10:02 am ET
Restaurant-technology startup Presto is combining with a special-purpose acquisition company and going public with a valuation of about $1 billion, the companies said.
Founded in 2008 at the Massachusetts Institute of Technology, Presto offers several different technologies that it says automate restaurants and improve the dining experience. It is known for its kiosks and tablets that let guests order and pay directly at tables and uses speech recognition so customers can order by talking to a device at drive-throughs and other settings. It also uses computer vision and analytics to help eateries optimize operations.
Presto has branded itself as a practical solution for restaurants wanting to minimize human interactions during the coronavirus pandemic. It also says it can help address the human-labor shortage in the industry, with many workers electing not to return to service-sector jobs.
“We need to move fast because the brakes are on right now for the entire industry,” Presto Chief Executive Rajat Suri said in an interview. “We can grease the wheels with the right technology.”
Several restaurants use Presto, including McDonald’s Corp. , Applebee’s and Chili’s.
The Redwood City, Calif., firm is merging with the SPAC Ventoux CCM Acquisition Corp. , a blank-check company focused on the leisure and hospitality industries. The Wall Street Journal previously reported that the two sides were nearing an agreement.
Customers can place orders on Presto’s tablets, and restaurant staffers can use the devices to do their jobs more efficiently, the company says. PHOTO: PRESTO ------------------------------------
Presto would join several other technology startups that are working to disrupt industries from manufacturing to advertising in going public by combining with a SPAC. Such mergers have become popular alternatives to traditional initial public offerings, in part because they let the company going public make business projections while raising a large sum of cash.
As part of the deal, Presto is expected to raise a roughly $70 million private investment in public equity, or PIPE. PIPE investors are expected to include some of the restaurant franchises that use Presto.
The Ventoux CCM SPAC has about $170 million and is led by several former hospitality executives. It also is backed by investment bank Chardan Capital Markets LLC.
Also called a blank-check company, a SPAC is a shell company that raises money, then trades on a stock exchange with the sole intent of merging with a private company to take it public. After a deal is announced, the company going public releases detailed financial information that is reviewed by regulators. Once the deal is approved and closes, the private firm replaces the SPAC in the stock market.
Before deals go through, SPAC investors have the right to withdraw their money. Low share prices often motivate them to do so. High withdrawals can dramatically reduce the amount of cash the company going public generates and have made it harder to complete deals lately.
Rosecliff Acquisition Corp. (stock symbol; RCLF), a SPAC that raised $253 million when it went public in February 2021, has announced that it is going to merge with Gett, a company that "...focuses on streamlining a company’s ride-hailing, taxi and limousine booking options around the world into one platform."
Gett Reaches $1.1 Billion SPAC Merger to Go Public
Company joins with ride-hailing operators to organize transportation options into one platform for corporate customers
By Amrith Ramkumar Wall Street Journal Updated Nov. 10, 2021 9:23 am ET
Gett is merging with a special-purpose acquisition company in a deal that would take the corporate-transportation platform public with a roughly $1.1 billion valuation, the companies said.
Started more than a decade ago as a ride-hailing competitor to Uber Technologies Inc. and Lyft Inc., Gett now focuses on streamlining a company’s ride-hailing, taxi and limousine booking options around the world into one platform. It says doing so saves customers time and money. Gett now joins with companies such as Lyft and Indian ride-hailing operator Ola to offer many different services.
London-based Gett is combining with Rosecliff Acquisition Corp. I, a SPAC backed by the investment firm Rosecliff Venture Management LLC. The Wall Street Journal previously reported that the two sides were nearing an agreement.
Gett is marketing itself as a practical solution for global companies to transport workers rapidly, particularly with many still working from home at least part-time during the coronavirus pandemic. The company now works with roughly a quarter of Fortune 500 companies, including Apple Inc. and Coca-Cola Co.
“It’s prime time for the unique solution Gett has,” Chief Executive Dave Waiser said.
Gett still operates ride-hailing services in markets such as Israel and London, but roughly 40% of its trips for corporate clients now come from third parties.
The SPAC deal would add to a string of blank-check mergers tied to the future of transportation. Southeast Asian ride-hailing and app operator Grab Holdings Inc. announced a roughly $40 billion megadeal in March, while Dubai-based Swvl Inc. said this summer it was valued at about $1.5 billion in its SPAC combination. Many other startups tied to electric vehicles, batteries, self-driving cars and flying taxis have also undertaken SPAC mergers in recent years.
As part of the combination with the Rosecliff SPAC, Gett is expected to raise a roughly $30 million private investment in public equity, or PIPE. PIPE investors are expected to include the SPAC creators and existing Gett investors. The Rosecliff SPAC has about $250 million on hand, though that total could shrink if investors withdraw money before the deal closes.
A SPAC is a shell company that raises money and lists on a stock exchange with the intent of merging with a private company such as Gett to take it public. After it announces a deal, the startup releases detailed financial information and regulators then review the merger. Once it closes, the private company replaces the SPAC in the stock market.
Rosecliff Venture Management has invested in several other startups through its various funds, including sneaker company Allbirds Inc., mattress seller Casper Sleep Inc. and private-jet charter firm Wheels Up Experience Inc., which went public through a SPAC deal.
On November 16, 2021, Archimedes Tech SPAC Partners Co. (stock symbol: ATSPT), a SPAC that raised $133 million when it went public in March 2021, has announced that it will merge with SoundHound, a voice AI developer.
Voice AI developer SoundHound to go public via SPAC 13:58, 18 November 2021 Carreen Maloney Capita;.com
SoundHound, a California company that provides voice AI technology to businesses across a variety of industries, announced its plans go public on Nasdaq by merging with a special purpose acquisition company (SPAC).
SoundHound released news of its deal with Archimedes Tech SPAC Partners on 16 November. The merger transaction is expected to close in the first quarter of 2022 with SoundHound receiving gross proceeds of $244m (£181m). The SPAC will provide $133m, while the other $111m will come from a PIPE (private investment in public equity) with shares priced at $10 each.
The newly combined company will be called SoundHound AI (SOUN). The transaction suggests an enterprise value for SoundHound of nearly $2.1bn. SoundHound earned gross profit of $7m on $13m gross revenues in 2020, compared to $3m on $8m in 2019. For 2021, SoundHound estimates it will make $15m gross profit on $20m gross revenue.
Started by Stanford grads
SoundHound’s conversational intelligence technology appeals to companies that want to add customised voice assistants to their products and services, while still retaining and preserving their own brands, users and data. Counted among SoundHound’s customers are Hyundai, Mercedes-Benz, Pandora, Mastercard, Deutsche Telekom, Snap, VIZIO, KIA, and Stellantis.
For example, SoundHound voice technology can enable drivers to ask for directions verbally in their cars and receive a reply.
According to SoundHound’s website, the company was founded in 2005, when “a group of Stanford graduates embarked on a journey, fueled by a vision: Within their lifetimes, we would be talking to products just as we do other people. Inspired to make their vision a reality, our company was born with a simple and powerful mission: Add voice AI to everything.”
Initially the company was named Midomi and it focused on music recognition through an app that was renamed SoundHound in 2009.
In a webcasted investor’s presentation on 16 November, SoundHound CEO and co-founder Keyvan Mohajer explained the technology to listeners. He said most voice technology typically turns speech into text, and then determines meaning from that text. But SoundHound’s developers took inspiration from the human brain, which doesn’t use a two-step process but rather converts speech directly to meaning. SoundHound created proprietary technologies it calls “Speech-to-Meaning” and “Deep Meaning Understanding” to understand complex requests.
“With our Speech-to-Meaning, as you speak to SoundHound’s technology, we perform both speech recognition and language understanding, which results in faster response time and higher accuracy, because real time language understanding can feed into the real time speech recogniser as additional information to reduce the potential errors.”
Mohajer said the company is aiming “to be in billions of devices with voice AI and provide conversational interactions with these devices”.
“Every company will need to have a strategy in voice AI, and there will be success stories built on top of platforms like ours.”
In a YouTube video demonstration of the SoundHound technology titled “ This is Insane,” a smartphone user’s voice is heard peppering his device with a range of questions that were successfully answered in rapid succession. The video received 2.2 million views.
81 patents plus 146 pending
SoundHound has applied for 227 patents. Eighty-one have been granted, while 146 are still pending.
SoundHound’s revenue is derived from three streams. Royalties are earned from products that use its technology, such as vehicles and other consumer goods. Subscription revenue comes from functions its AI technology performs, such as customer service, ordering food, and making reservations and appointments. The third source of revenue for SoundHound is monetisation – people who use products and services that employ SoundHound technology will be a source of sales leads and additional transactions.
Devices will initiate conversations
Mohajer said he envisions human interactions with voice AI-enabled devices being both reactive and proactive.
“We believe that devices around you can ultimately initiate the conversation based on certain triggers and context before you start talking to them. This leads to more interactions with more devices and more monetisation opportunities.”
SoundHound plans to retain its existing management team following the merger.
The PIPE is being anchored by Oracle, Qatar First Bank, Koch Industries, and MKaNN Ventures. There will also be investments by Cota Capital, VIZIO, HTC, FIH Mobile (a Foxconn Technology Group company), Structural Capital, Provco Group, Sompo, and Pejman Nozad, among others.
Bill Ackman's Pershing Square SPARC files for New York listing
Reuters November 26, 2021 1 minute read
Nov 26 (Reuters) - Pershing Square SPARC Holdings Ltd, the special purpose acquisition rights company of billionaire investor Bill Ackman, on Friday filed for a public offering of its warrants in the United States.
The SPARC structure has been devised by Ackman and has never been tested on Wall Street before. The move comes months after the prolific dealmaker abandoned a deal for his $4 billion blank-check company to buy a 10% stake in Universal Music Group, due to concerns from the U.S. Securities and Exchange Commission.
The SPARC, an affiliate of Ackman's Pershing Square Tontine Holdings Ltd (PSTH.N), will offer 244.4 million subscription warrants, it said in its filing. (https://bit.ly/3HYH5ja)
Each warrant will give the holder the right to purchase common stock at a minimum price of $10 per share.
The listing will require the SEC to approve a proposal submitted by the New York Stock Exchange, to allow listing and trading of subscription warrants by acquisition vehicles.
If approved, the warrants will be listed on the NYSE, the company said.
Reporting by Niket Nishant in Bengaluru; Editing by Shailesh Kuber
Adit EdTech Acquisition Corp. (stock symbol: ADEX), a SPAC that raised $276 million when it went public in January 2021, has announced that it will be merging with Grid Infrastructure, a bitcoin miner.
UPDATE 1-Bitcoin miner Griid Infrastructure to go public via $3.3 bln SPAC deal
Reuters Tue, November 30, 2021, 5:19 AM
(Adds details on deal, background on sector)
Nov 30 (Reuters) - Bitcoin miner Griid Infrastructure said on Tuesday it would go public by merging with blank-check firm Adit EdTech Acquisition Corp in a deal valuing the combined company at about $3.3 billion, including debt.
Ohio-based Griid, the latest bitcoin mining startup to take the blank-check route, will receive $246 million in cash from Adit EdTech's trust account after the deal closes.
A surge in digital currencies this year and increasing backing from major companies have propelled startups in the sector to sky-high valuations in recent months, even as the industry faces scrutiny from regulators.
Earlier this month, cryptocurrency miner Bitdeer Technologies agreed to merge with special-purpose acquisition company (SPAC) Blue Safari Group Acquisition in a deal valued at $4 billion.
That deal followed another cryptocurrency miner Core Scientific Holding Co's announcement in July of a merger with a SPAC backed by BlackRock Inc.
A SPAC is a listed firm with no business operations but a pool of capital that it uses to merge with a private company. The deal then takes the private company public.
Griid Infrastructure will list on the New York Stock Exchange under the new ticker symbol "GRDI".
(Reporting by Mehnaz Yasmin and Radhika Anilkumar in Bengaluru; Editing by Aditya Soni)
Exclusive: Trump's social media venture seeks $1 billion raise - sources
By Krystal Hu Reuters December 2, 2021
Dec 1 (Reuters) - Former President Donald Trump's new social media venture is seeking to raise up to $1 billion by selling shares to hedge funds and family offices at several times the valuation it commanded in a deal with a blank-check acquisition firm in October, two people familiar with the matter said.
Trump Media & Technology Group, which has yet to roll out the social media app it says it is developing, already stands to receive $293 million if its deal to list in New York through a merger with blank-check firm Digital World Acquisition Corp (DWAC.O) is completed.
The deal valued Trump Media at $875 million, including debt. Trump Media is now seeking to raise up to an additional $1 billion at a valuation of close to $3 billion, to reflect Digital World's share rally after Trump supporters and day traders snapped up the stock, the sources said.
It is the clearest indication yet that Trump and the Digital World dealmakers are seeking to capitalize on the market euphoria around their venture, which has so far been fueled by its ambitious goals rather than a business that is up and running.
Digital World shares were valued at $10 each in the deal with Trump Media. Trump Media is now looking to secure a so-called private investment in public equity (PIPE) that would value Digital World shares closer to their recent price, the sources said.
The sources added that Digital World shares may be valued based on a 20% discount of their 10-day, volume-weighted average price.
The sources requested anonymity because the matter is confidential. Trump Media and Digital World did not respond to requests for comment. Bloomberg News reported last month that the companies were seeking to raise a PIPE without any details on its terms.
Digital World shares soared on Wednesday, as investors welcomed the news that the PIPE could dilute existing Digital World shareholders less than they expected by pricing at a level much higher than the customary $10 per share seen in most mergers with blank-check firms.
The shares, which had been trading down 6% before news of the $1 billion raise, rallied to close up 7% at $44.35 on Nasdaq, then extended gains in after-hours trade, rocketing up 31%, to $58.01.
Most PIPE transactions are inked before a deal to take a company public is rolled out, and it is far from certain that the companies will raise the entire $1 billion they are seeking following their deal announcement. Many Wall Street firms have snubbed the opportunity to invest, and many of the investors participating in the confidential road shows for the PIPE are hedge funds, family offices and high net-worth individuals, the sources said. Family offices manage the wealth of the very rich and their kin.
Weighing on the deal's appeal is the reluctance of many investors to associate with Trump after he was banned from top social media platforms for encouraging his supporters to participate in the Jan. 6 attack on the U.S. Capitol, which was based on unsubstantiated claims of widespread fraud in last year's presidential election.
Some hedge funds that backed the launch of Digital World, including Saba Capital Management and Lighthouse Investment Partners, have said they sold their shares to distance themselves from the Trump deal.
The deal also faces regulatory risk. U.S. Senator Elizabeth Warren asked Securities and Exchange Commission Chairman Gary Gensler last month to investigate the planned merger for potential violations of securities laws around disclosure. The SEC has declined to comment on whether it plans any action. read more
Trump Media and Digital World have asked investors to finalize commitments to the PIPE by the middle of December, the sources said.
In a PIPE road show attended by one of the sources, investors were asked to commit between $10 million and $20 million. Neither Trump nor Digital World executives made an appearance, and the investor presentation was led by David Boral, the president of EF Hutton, an investment bank that advised Digital World on the deal, the source said. A Trump Media representative was also in attendance, the source added.
But Trump has been personally involved. He has been calling some investors to ask them to make a commitment to the PIPE of more than $100 million, the second of the sources said.
Investors attending the road show were shown a demo from the planned social media app, called TRUTH Social, which looked like a Twitter feed, the sources said.
Trump has said he is launching his own social media app to stand up against the companies that have barred him from their platforms. He had 89 million followers on Twitter, 33 million on Facebook and 24.5 million on Instagram at the time he was blocked, according to a presentation on his company's website.
Since Trump was voted out of office last year, he has repeatedly dropped hints that he might seek the presidency for a third time in 2024.
Special purpose acquisition companies such as Digital World had lost much of their luster with retail investors before the Trump media deal came along. Many of these investors were left with big losses after the companies that merged with SPACs failed to deliver on their ambitious financial projections.
TRUTH Social is scheduled for a full rollout in the first quarter of 2022, and is the first of three stages in the Trump Media plan, followed by a subscription video-on-demand service called TMTG+ that will feature entertainment, news and podcasts, according to the news release.
In a slide deck on its website, the company envisions eventually competing against Amazon.com's AWS cloud service and Google Cloud.
Reporting by Krystal Hu in New York Additional reporting by Echo Wang in New York Editing by Greg Roumeliotis and Leslie Adler
-- SoftBank-backed Grab began trading on the Nasdaq on Thursday, becoming the largest-ever company to close a SPAC merger and go public.
-- Shares opened at $13.06 apiece under ticker symbol “GRAB,” following a deal that valued the four-time CNBC Disruptor 50 company at nearly $40 billion.
-- The Southeast Asia ride-hailing giant merged with Altimeter Growth Corp., the blank-check firm led by Altimeter Capital founder and CEO Brad Gerstner.
Indonesia Grab bike riders waiting for passengers in Jakarta. / Afif C. Kusuma | iStock Editorial | Getty Images -----------------------------------------
Southeast Asia’s ride-hailing giant Grab began trading on the Nasdaq on Thursday, becoming the largest-ever company to close a SPAC merger and go public. Shares opened at $13.06 apiece under ticker symbol “GRAB,” following a deal with Altimeter Growth Corp. that valued the four-time CNBC Disruptor 50 company at nearly $40 billion.
Grab shares were trending lower after the open.
“Grab is an iconic, mission-driven and founder-led company that makes a difference in the lives of the people and communities it serves. [The company] has demonstrated durable growth even during the pandemic and is playing a foundational role in the digitization of Southeast Asia,” Gerstner stated in a press release.
Grab, ranked No. 16 on last year’s CNBC Disruptor 50 list, delivers an array of digital services such as transportation, food delivery, hotel bookings, online banking, mobile payments and insurance services from its app — earning the “super app” title. It operates in most of Southeast Asia, serving more than 187 million users in over 465 cities across eight countries. Still, revenue at the company was down 9% year-over-year as net losses expanded to $988 million, up from $621 million.
“We don’t view growth and profitability as mutually exclusive. We operate in a market with a large market opportunity and low penetration across our verticals,” Grab co-founder and CEO Anthony Tan said Tuesday on CNBC’s “ Squawk Box.” “We do believe we have a cost leadership advantage.”
A SPAC, which stands for special purpose acquisition company, is created to raise capital from public markets and then use that cash to merge with a private company and take it public within a two-year timeframe.
Investors in SPACs as a rule do not know the identity of the firm that will be targeted for merger. After a blockbuster year, there are currently over 400 SPACs actively looking for a target company, according to data from Wolfe Research.
The Grab deal included a record $4 billion private placement led by Altimeter Capital Management. So-called PIPE financing is a mechanism for companies to raise capital from a select group of investors that make the final market debut possible. BlackRock, T. Rowe Price Associates, Morgan Stanley Investment Management’s Counterpoint Global arm and Janus Henderson Investors are also participating.
“Anthony, [Tan Hooi] Ling, and the rest of the talented management team at Grab have built a superapp across mobility, delivery, and financial services — together which has the potential to fuel the dramatically changing and growing digital economy in Southeast Asia”, said Denny Fish, portfolio manager and technology sector lead at Janus Henderson Investors said in an email to CNBC. “Given its purpose based mission, Grab is in a unique position to benefit from this historical shift.”
The proprietary CNBC SPAC 50 Index, which tracks the 50 largest U.S.-based pre-merger blank-check deals by market cap, soared earlier this year but has since suffered a steep decline and is now negative on the year. The CNBC SPAC Post Deal Index, which is comprised of the largest SPACs that have come to market and announced a target acquisition, has seen its year-to-date gains wiped out.
Still, the SPAC market staged a comeback before the recent market turmoil triggered by the omicron variant, with issuance hitting an eight-month high as the industry continues to ride out regulatory challenges. The number of new deals in October nearly doubled that in September and was also higher than the total during the same time last year, according to SPACInsider and CNBC calculations.
Possible short squeeze in 890 5th Avenue Partners, Inc. (stock symbol: ENFA), which approved its merger with BuzzFeed today. Huge redemptions, very low float. ENFA was up $2.51 in afterhours trading to $12.41.
BuzzFeed Suffers Wave of SPAC Investor Withdrawals Before Going Public
Digital-media outlet is raising about $16 million in its public listing; it is also raising $150 million in convertible debt
By Benjamin Mullin and Amrith Ramkumar Wall Street Journal Updated Dec. 2, 2021 7:15 pm ET
BuzzFeed Inc. will raise roughly $16 million from its public listing, after the blank-check company it is merging with suffered a wave of investor withdrawals, according to a securities filing and people familiar with the situation.
BuzzFeed in June announced plans to go public through a merger with 890 5th Avenue Partners Inc., a special-purpose acquisition company, or SPAC. Also called a blank-check company, a SPAC raises money and lists on a stock exchange with the sole intent of merging with a private firm to take it public.
About 94% of the $287.5 million the SPAC raised has been withdrawn by investors, leaving the digital-media outlet with the remainder, according to the securities filing.
BuzzFeed also raised $150 million in convertible note financing as part of the SPAC deal.
The SPAC’s investors approved the deal Thursday and BuzzFeed is expected to begin trading as a public company on Monday, the securities filing said.
The reduced cash proceeds could put pressure on BuzzFeed’s balance sheet. The company has previously said the merger would put it in position to pursue acquisitions and bring in high-quality executives. The deal is financing the acquisition of Complex Networks Inc., a digital publisher that specializes in streetwear, music and pop culture. BuzzFeed agreed to acquire HuffPost last year. BuzzFeed projected robust revenue growth when it announced the SPAC deal, saying sales would rise about 25% annually through 2024.
BuzzFeed said last month that it generated revenue of $90.1 million in the third quarter, a 20% increase over the year-earlier quarter, thanks to a 39% increase in advertising sales. The company said it lost $3.6 million for the quarter.
SPAC mergers have exploded, in part because the company going public can make business projections that aren’t allowed in traditional initial public offerings.
Many other companies that have pursued SPAC deals have suffered high withdrawals in recent months amid a share-price slump for startups that go public this way.
Since investors in SPACs don’t know what type of deal the SPAC will do, they are allowed to withdraw their money before mergers are completed.
Since the end of July, the average SPAC has lost about 60% of its money before its deal goes through, up from roughly 25% in the first seven months of the year, data from SPAC Research show.
Low share prices often incentivize withdrawals. Like many other blank-check firms, the BuzzFeed SPAC has been trading below its listing price for months.
Unionized employees at BuzzFeed’s news unit staged a walkout on Thursday, saying the company has been unwilling to agree to terms including a salary floor of $50,000 for employees.
To win over NBCUniversal, BuzzFeed Chief Executive Jonah Peretti agreed to set aside 1.2 million shares of BuzzFeed stock, some of which would be granted to NBCUniversal if the shares stay below $12.50. The stock has been trading at less than $10 for most of the last several months.
Only a small percentage of BuzzFeed shares will be available for trading in the public market, as a result of the SPAC investor withdrawals and the fact that some existing stakeholders in the company are prohibited from selling shares for several months, one of the people familiar with the situation said.
Small trading floats can drive outsize moves in the share price because it doesn’t take much buying or selling to move the stock.
A person familiar with BuzzFeed’s strategy said that the investor withdrawals were expected and won’t affect the company’s plans.
BuzzFeed is among several digital-media companies that have turned to mergers and acquisitions for growth to combat the digital-advertising dominance of Alphabet Inc.’s Google and Meta Platforms Inc., formerly Facebook. Vice Media Group earlier this year scrapped a plan to go public through a SPAC, opting instead to raise financing and continue operating privately.