|From: Glenn Petersen||12/9/2021 12:14:19 PM|
|SEC’s Gary Gensler Seeks to Level Playing Field Between SPACs, Traditional IPOs|
SEC chief says SPACs don’t provide investors with enough protection
By Paul Kiernan Follow
Wall Street Journal
Updated Dec. 9, 2021 10:49 am ET
WASHINGTON—Securities and Exchange Commission Chairman Gary Gensler took aim Thursday at blank-check companies known as special-purpose acquisition companies, or SPACs, saying they provide ordinary investors with incomplete information and insufficient protection against conflicts of interest and fraud.
Mr. Gensler said he wants to level the playing field between traditional initial public offerings and SPACs, which have exploded in popularity in recent years and now account for more than three-fifths of all U.S. IPOs.
“Currently, I believe the investing public may not be getting like protections between traditional IPOs and SPACs,” Mr. Gensler said in remarks prepared for the Healthy Markets Association. “I’ve asked staff for proposals for the Commission’s consideration around how to better align the legal treatment of SPACs and their participants with the investor protections provided in other IPOs, with respect to disclosure, marketing practices, and gatekeeper obligations.”
For private companies, SPACs offer a streamlined alternative for going public compared with the traditional IPO process. A SPAC—essentially a shell company that holds nothing but cash—initially raises money in its own public offering and lists its shares on a stock exchange. After that, it uses the war chest to hunt for a private company to merge with. If it finds a deal, the private company takes the SPAC’s listing on the exchange and becomes a public company.
The SPAC merger process allows companies going public to make revenue and profit projections that aren’t allowed in traditional IPOs, often helping them to achieve a higher valuation. The structure attracts an array of investor types, from hedge funds to high net-worth individuals and small investors.
Mr. Gensler said such forecasts go against a fundamental tenet of U.S. securities laws, which seek to block parties to a transaction from using marketing practices that “condition the market” before required disclosures reach investors.
“SPAC target IPOs often are announced with a slide deck, a press release, and even celebrity endorsements,” Mr. Gensler said, which can move the SPAC’s shares significantly based on incomplete information. “It is essential that investors receive the information they need, when they need it, without misleading hype.”
After SPACs and companies going public announce deals and publish investor presentations, they must later file detailed financial statements with the SEC, including information about past business performance and how the deal came together.
Mr. Gensler said he has asked staff for recommendations against improper priming of the market by SPAC sponsors. Potential fixes, he said, could include requiring more-complete information to be disclosed at the time a merger between a SPAC and a target company is announced.
The SEC chief also said gatekeepers in SPAC mergers—including SPAC sponsors, financial advisers, accountants, directors and officers—should perform the same due diligence and face the same liability as the investment banks that underwrite traditional IPOs.
“There may be some who attempt to use SPACs as a way to arbitrage liability regimes,” he said. “Make no mistake: When it comes to liability, SPACs do not provide a ‘free pass’ for gatekeepers.”
Regulators have launched several investigations of individual SPAC deals in recent months. Earlier this week, the SPAC that is taking former President Donald Trump’s new social-media venture public disclosed that the SEC is probing the proposed merger. Electric-vehicle maker Lucid Group Inc. also recently said regulators are seeking information about statements and projections it made as part of its recently completed SPAC deal.
Nikola Corp. will likely pay $125 million to settle an investigation into allegedly misleading statements the electric-truck startup’s founder and executive chairman made when the company was going public through a SPAC. The company hasn’t delivered any trucks to customers but still has a market value of roughly $4 billion even after a big drop in the stock this year.
Despite regulatory scrutiny and share-price declines for startups that go public this way, SPACs continue to rake in new money. More than 580 SPACs have been launched in 2021 and raised more than $155 billion, according to data provider SPAC Research. That is roughly the same amount as companies have raised in traditional IPOs during a record year for new listings.
In the six prior years combined, about 420 SPACs were created and brought in roughly $125 billion.
—Amrith Ramkumar contributed to this article.
Write to Paul Kiernan at firstname.lastname@example.org
SEC’s Gary Gensler Seeks to Level Playing Field Between SPACs, Traditional IPOs - WSJ
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|From: Glenn Petersen||12/13/2021 5:17:48 AM|
|Sky News is reporting that SVF Investment Group 3 (stock symbol: SVFC), a Softbank-backed SPAC that raised $320 million when it went public in March 2021, is finalizing an agreement to merge with Symbotic, a Walmart-backed robotics and automation company. |
SVFC is treading at $10.39 in early morning trading, up $.47 from Friday's close.
Walmart-backed Symbotic finalizes plans with SVF Investment Corp 3 for $4.5 bln deal –Sky News
December 12, 20212:24 PM CST
Last Updated 14 hours ago
Dec 12 (Reuters) - Walmart Inc (WMT.N) backed robotics and automation company, Symbotic is finalizing plans for a $4.5 billion merger with SoftBank Group Corp's (9984.T) special purpose acquisition company (SPAC) SVF Investment Corp 3 (SVFC.O), Sky News reported on Sunday.
An agreement could be announced as soon as this week, the report said, adding that the U.S.-based retail giant will participate in the deal's Private Investment In Public Equity (PIPE) round.
SoftBank, Walmart and Symbotic did not immediately respond to Reuters requests for comment outside business hours.
Sky News had reported in October that Symbiotic and SVF Investment Corp 3 were in talks for merger. read more
Sky News had also reported in June that the SPAC was looking for a new merger partner after talks with location data services provider Mapbox reportedly collapsed.
Reporting by Anirudh Saligrama and Shivani Tanna in Bengaluru, Editing by William Maclean
Walmart-backed Symbotic finalizes plans with SVF Investment Corp 3 for $4.5 bln deal –Sky News | Reuters
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|To: Glenn Petersen who wrote (3679)||12/13/2021 7:45:18 AM|
|From: Glenn Petersen|
|Aries I Acquisition Corporation (stock symbol: RAM), a SPAC that raised approximately $147 million when it went public in March 2021, has agreed to merge with InfiniteWorld, self-described as a "leading metaverse infrastructure platform."|
RAM is currently trading at $10.33 in the premarket, up $.36 from Friday's close.
InfiniteWorld, a Leading Metaverse Infrastructure Platform for Brands, Announces Plans to Become a Publicly Traded Company via a Merger with Aries I Acquisition Corporation
InfiniteWorld empowers brands and creators with the engine and technologies they need to engage customers and fans in the Metaverse
InfiniteWorld’s platform provides a bridge between the physical and digital worlds, with leading infrastructure and marketplace solutions, as well as world-class content production platforms for digital content, including digital assets and NFTs
The transaction represents a pro forma equity value of the combined company of approximately $700 million based on current assumptions
InfiniteWorld’s stockholders will roll 100% of their existing equity into the transaction and, assuming no redemptions, will own approximately 74.5% of the combined company upon consummation of the transaction, and up to a maximum of 81% if certain share price milestones are achieved between $15.00 and $25.00 per share after closing of the transaction
Transaction is expected to enable InfiniteWorld to accelerate its platform development, expand brand partnerships, and drive sustainable growth
December 13, 2021 07:00 AM Eastern Standard Time
MIAMI--( BUSINESS WIRE)--Infinite Assets, Inc. (“InfiniteWorld” or "the Company”), a leading Metaverse infrastructure platform that enables brands to create, monetize and drive consumer engagement with digital content, and Aries I Acquisition Corporation (Nasdaq: RAM) (“Aries”), a special purpose acquisition company, announced today they have entered into a definitive agreement for a business combination (the “Business Combination”) that upon consummation is expected to result in InfiniteWorld becoming a publicly traded company with a pro forma equity value of approximately $700 million, assuming no redemptions by Aries’ public shareholders. Upon closing of the transaction, the combined company is expected to be listed on the Nasdaq Global Select Market under the ticker symbol “JPG”.
“Branded content will be king in the Metaverse, and we are proud to partner with some of the world’s most notable companies to engage with their consumers in this growing digital environment”
Tweet thisInfiniteWorld serves as a bridge between the physical and digital worlds. The Company empowers leading global brands, creators and Web3 companies with the infrastructure they need to create digital assets and NFTs (non-fungible tokens) and engage with customers and fans in the Metaverse, allowing them to support and foster stronger relationships with consumers. InfiniteWorld currently has 130 employees globally and has partnered with over 75 brands and creators since its founding. Current investors in InfiniteWorld include Morgan Creek Digital, GSR, Wintermute, Blockchain Coinvestors, Bill Shihara, among others.
InfiniteWorld recently combined with one of its key strategic partners, DreamView, Inc. (“DreamView”), a globally scalable technology company bringing creative strategy and content solutions to brands around the world. Founded in 2016 by the same visionaries who pioneered computer-generated imagery (“CGI”) technologies at Lucasfilm and Disney, DreamView’s visual effects and 3D artforms have been leveraged in major blockbuster films, major brand campaigns, sporting events, and other major consumer engagement events. DreamView continues to drive innovative solutions for the creation, management, distribution, licensing and monetization of clients’ products as clients transition into the digital world.
Leading the combined company will be Chief Executive Officer Yonathan Lapchik, a Deloitte Blockchain Lab veteran and co-creator of SUKU, and Chief Operating Officer Nathaniel Hunter, a visionary leader and creator in the CGI and 3D content production space and former CEO of DreamView.
“With the unique combination of our infrastructure and next-gen content production, InfiniteWorld is one of the ultimate partners for brands and the future of their digital content in the Metaverse,” said Yonathan Lapchik, Chief Executive Officer of InfiniteWorld. “We look forward to accelerating our platform development, building more brand partnerships and driving sustainable growth and value creation for our stakeholders.”
InfiniteWorld’s comprehensive and fully digital platform provides a full-service suite of end-to-end solutions that enable brands and creators to engage with consumers in the Metaverse, a shared online space that converges physical, augmented, and virtual reality. Capabilities include:
Asset Creation: InfiniteWorld’s next-gen content production capabilities are powered by a team of CGI and Artificial Intelligence (“AI”) visionaries, who provide the technical capabilities to create high-quality digital assets and content, including NFTs. InfiniteWorld is driving the future of product visualization by creating reusable digital content at scale for manufacturers and brand owners worldwide, with the assurance of complete digital authentication. InfiniteWorld works with leading and global brands including Amazon, Disney, Wayfair, Ashley Furniture, Bissell, Mattel, Target, Warner Brothers, Bleacher Report and other well-known enterprises.
Infrastructure: InfiniteWorld’s team of blockchain experts has built an at-scale infrastructure platform alongside hosted white-label digital asset marketplace solutions designed to provide brands with the power to create, authenticate and distribute their unique digital assets and content. InfiniteWorld’s NFT infrastructure was built on top of the SUKU protocol and enables the secure transfer of ownership of these digital assets by providing an irreplicable digital watermark fully authenticated and single-sourced on the blockchain. Connecting the physical and digital world, InfiniteWorld is also working with leading influencers across entertainment, sports and media realms such as Deepak Chopra’s Seva.Love, Spencer Dinwiddie’s Calaxy and Aria Exchange, with many more signed deals expected to be rolled out in 2022.
Engagement: InfiniteWorld helps brands create fully immersive and reconfigurable digital environments for brands to engage with consumers through rich Metaverse experiences, including through gaming and VR/AR worlds. InfiniteWorld’s gamification brings greater value to NFT assets by introducing earning dynamics and utility tools like messaging and content creation apps to drive engagement.“Branded content will be king in the Metaverse, and we are proud to partner with some of the world’s most notable companies to engage with their consumers in this growing digital environment,” said Nathaniel Hunter, Chief Operating Officer of InfiniteWorld. “Through decades of experience, we’ve been able to build capabilities that offer an average increase in conversion at a lower cost than our competitors and we are able to deploy our technology at a much faster rate.”
Aries is a blank check company that was formed for the purpose of effecting a business combination with a target with a disruptive technology in the blockchain and digital currency, aerospace, satellites and space exploration, quantum computing and chemistry, artificial intelligence and machine learning and cybersecurity sectors. Its management team brings deep sector, investment and operational expertise. Aries completed its approximately $145 million initial public offering in May 2021.
“With up to $15 trillion of wealth expected to flow into digital assets over the next 10 years, we are witnessing the birth of a new global asset class and economic system with significant implications for brands aiming to capture mind and wallet share of consumers,” said Thane Ritchie, Chairman of Aries. “InfiniteWorld’s unparalleled technology infrastructure underscores the transition of commerce to the digital world. We look forward to working closely with Yonathan, Nat and the rest of the InfiniteWorld management team as they build out their platform and content creation capabilities.”
Key Transaction Terms
The Business Combination values the combined company at approximately $700 million on an estimated pro forma equity value basis, assuming no redemptions by Aries’ public shareholders. The transaction will provide up to $171 million of cash to the combined company (before transaction expenses and assuming no redemptions by Aries’ public shareholders) from the approximately $145 million of cash in trust at Aries as well as cash on hand at InfiniteWorld. In addition, InfiniteWorld owns cryptocurrencies valued at approximately $93 million based on recent prices on Coinbase. All InfiniteWorld stockholders will roll 100% of their equity holdings into the combined company.
Existing InfiniteWorld stockholders will be eligible for an earn out of up to an additional 50 million shares if the combined company share price attains certain per share price levels between $15.00 and $25.00 after closing of the transaction. In addition, InfiniteWorld stockholders and the Aries sponsor have agreed to customary lock-up terms.
“We believe that the combination of an attractive entry point and a robust earnout that heavily motivates the team to focus on shareholder value creation, represents an ideal transaction structure that sets up InfiniteWorld for long-term success in the public markets,” added Ritchie. “We are pleased to be democratizing everyday investor access to disruptive and decentralized technologies as part of bringing InfiniteWorld to the public markets.”
Assuming no trust account redemptions by Aries’ public shareholders, existing InfiniteWorld stockholders will represent 74.5% of the pro forma ownership of the combined company at close and up to 81% based on achievement of the maximum earn-out.
The proposed Business Combination has been approved by the Boards of Directors of InfiniteWorld and Aries, and is subject to, among other things, approval by Aries’ shareholders, regulatory approvals, satisfaction or waiver of the conditions stated in the merger agreement, and other customary closing conditions, including a registration statement being declared effective by the U.S. Securities and Exchange Commission (the “SEC”) and approval by Nasdaq to list the securities of the combined company. The business combination is expected to close in the first half of 2022.
A more detailed description of the Business Combination terms and a copy of the Agreement and Plan of Merger will be included in a current report on Form 8-K to be filed by Aries with the SEC. Aries will file a registration statement (which will contain a proxy statement/prospectus) with the SEC in connection with the business combination.
Solomon Partners Securities, LLC is serving as exclusive financial and capital markets advisor and Winston & Strawn LLP is serving as legal advisor to Aries. Exos Securities LLC is serving as financial advisor and Reed Smith LLP is serving as legal advisor to InfiniteWorld.
The management teams of InfiniteWorld and Aries will host an investor call on December 13, 2021 at 8:00 AM ET to discuss the proposed Business Combination and review an investor presentation. The webcast can be accessed by visiting: cts.businesswire.com. A replay will be available.
For materials and information, visit cts.businesswire.com for InfiniteWorld and cts.businesswire.com for Aries. Aries will also file the presentation with the SEC as an exhibit to a Current Report on Form 8-K, which can be viewed on the SEC’s website at www.sec.gov.
Additional Information and Where to Find It
Aries intends to file a registration statement on Form S-4 (the “Registration Statement”) with the SEC which will include a proxy statement and a prospectus of Aries, and each party will file other documents with the SEC regarding the proposed transaction. A definitive proxy statement/prospectus will also be sent to the shareholders of Aries, seeking any required shareholder approval. Before making any voting or investment decision, investors and security holders of Aries are urged to carefully read the entire Registration Statement and proxy statement/prospectus, when they become available, and any other relevant documents filed with the SEC, as well as any amendments or supplements to these documents, because they will contain important information about the proposed transaction. Aries shareholders and InfiniteWorld stockholders will also be able to obtain copies of the preliminary Proxy Statement, the definitive Proxy Statement and other documents filed with the SEC, without charge, once available, at the SEC’s website at www.sec.gov, or by directing a request to Aries’s secretary at 90 N. Church Street, P.O. Box 10315, Grand Cayman, Cayman Islands KY-1003.
InfiniteWorld, a Leading Metaverse Infrastructure Platform for Brands, Announces Plans to Become a Publicly Traded Company via a Merger with Aries I Acquisition Corporation | Business Wire
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|From: kidl||12/14/2021 8:31:58 AM|
Electric road trip
Shares of Harley-Davidson ( HOG) soared as much as 14% on Monday after detailing plans to merge its electric motorcycle division with SPAC AEA-Bridges Impact Corp. ( IMPX). The deal valued at $1.77B would result in the first publicly traded EV motorcycle company in the U.S. by listing on the New York Stock Exchange under ticker "LVW." Harley-Davidson would retain a 74% stake in the company, with CEO Jochen Zeitz becoming chairman of LiveWire for up to two years following the completion of the listing.
Backdrop: Earlier this year, Harley-Davidson spun off LiveWire into its own standalone brand as the company looked to recapture market share. Its core baby boomer customer base is getting older, interest in motorcycling is not as popular as it once was, and there's growing interest in greener vehicles. The company aims to launch multiple electric motorcycles under the LiveWire nameplate, starting with LiveWire ONE, a $21,999 bike with approximately 145 miles of range. Its first model, launched back in 2019, also did not require a clutch or gear shifting, simplifying the operation for new riders.
In an accompanying investor presentation, LiveWire forecast sales volumes of 100,961 electric bikes by 2026. The latest deal is also expected to raise $545M, including a PIPE of $100M from Harley and a similar amount from Taiwan-based power sports manufacturer KYMCO. LiveWire hopes to benefit from at-scale manufacturing, as well as distribution capabilities from Harley and KYMCO, and will also loop in STACYC (a kids electric bike company) into the operation.
Outlook: "If anything this underlines what we've been saying for a long time. Detroit, wake up! The train has left the station! EVs are inevitable," Roth Capital analyst Craig Irwin declared. "Many traditional OEMs with emerging EV businesses can obviously do similar spinoff transactions." While the electric vehicle SPAC frenzy has seen some successes, like Rivian ( RIVN) and Lucid Motors ( LCID), others have hit some speed bumps after going public, such as Lordstown ( RIDE), Canoo ( GOEV), and Nikola ( NKLA).
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|To: DinoNavarre who wrote (3678)||12/15/2021 5:30:43 AM|
|From: Glenn Petersen|
|Spring Valley Acquisition Corp. (stock symbol: SUV), a SPAC that raised $230 million when it went public in November 2020, has agreed to merge with NuScale Power, a company that offers "nuclear technology solutions for the production of electricity, heat and clean water...NuScale intends to use the funds from the deal to scale up its commercial products, including small modular nuclear reactor technology. It also expects the proceeds to help it become cash flow positive."|
Investor presentation: sec.gov
SV is trading at $10.15 in early premarket trading.
Fluor's nuclear energy unit NuScale to go public via $1.9 bln SPAC deal
December 14, 2021
2 minute read
Dec 14 (Reuters) - Fluor Corporation (FLR.N) said on Tuesday its nuclear energy unit NuScale Power plans to go public by merging with a blank-check firm in a deal that values the combined entity at $1.9 billion, including debt.
NuScale, which offers nuclear technology solutions for the production of electricity, heat and clean water, is the latest firm looking to cash in on the spurt in clean energy demand amid a rising awareness about climate change.
Fluor said the deal with Spring Valley Acquisition Corp, a special purpose acquisition company, would provide NuScale with $413 million in gross proceeds. That includes a private investment in public equity (PIPE) of about $181 million anchored by Samsung C&T Corporation, DS Private Equity, Segra Capital Management and Pearl Energy.
Special purpose acquisition companies, or SPACs, are publicly-traded shell companies that merge with an unlisted company to take it public.
NuScale intends to use the funds from the deal to scale up its commercial products, including small modular nuclear reactor technology. It also expects the proceeds to help it become cash flow positive.
After the deal closes, the new company named NuScale Power Corporation will list on the Nasdaq under the ticker symbol "SMR". Fluor expects to own 60% of the combined company.
Reporting by Mehnaz Yasmin and Manya Saini in Bengaluru; Editing by Amy Caren Daniel
Fluor's nuclear energy unit NuScale to go public via $1.9 bln SPAC deal | Reuters
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