Category Archives: SPAC

Graf Global completes $230m Initial Public Offering

Graf Global Corp, a blank check company based in The Woodlands, has completed its $230 million Initial Public Offering.

The company is run by James Graf. It is the 7th blank check or SPAC (Special Purpose Acquisition Company) that he has been involved with.



Here is a breakdown of all those SPACs;

Graf Acquisition Corp IV: IPO in May 2021 raised $172 million. Took NKGen Biotech public in September 2023 for $161 million. Mr. Graf currently serves as the interim CFO of NKGen. Share price now $1.27.

Graf Acquisition Corp: IPO in 2018 raised $244 million. Took Velodyne Lidar public in September 2020 for $1.5 billion. Velodyne merged with Ouster in February 2023 and was valued at $307 million at the time of the merger.

Platinum Eagle Acquisition: Mr. Graf was an investor and non-exec director, rather than the leader in this IPO. Company raised $325 million in 2018. Took Target Hospitality public in 2019 for $1.3 billion. Target recently issued a profits warning as the government announced that it would shut a detention center run by Target. Market cap now $822 million.

Double Eagle Acquisition Corp: IPO in 2015 raised $500 million. Took WillScot public in a $1.1 billion deal in 2017. Market cap currently $7.7 billion.

Silver Eagle Acquisition Corp: IPO in 2013 raised $325 million. Bought Videocon d2H, an Indian pay-TV service provider for $273 million in 2015. Business later merged with Dish TV.

Global Eagle Acquisition Corp: Mr. Graf served as CFO of this company which went public in a $190 million IPO in 2011. Took Advanced Inflight Alliance public in 2013. The company, which was renamed Global Eagle Entertainment, filed for bankruptcy in 2020.

Note: Graf Acquisition II and III filed for IPOs in 2021 but were later withdrawn.

James Graf work history

Mr. Graf started his career with Morgan Stanley in 1987 and worked in New York, Los Angeles, Hong Kong and Singapore. He then spent time with other investment banks in Hong Kong and Singapore. In 2001, he founded an enterprise software company that was sold in 2006. Mr. Graf returned to investment banking in Singapore in 2008 before starting his blank check endeavors.

Press Release – Graf Global IPO

Subsea Robotics company terminates contract of CFO

Nauticus Robotics has terminated the contracts of CFO Rangan Padmanabhan and Chief Legal and Administrative Officer Dilshad Kasmani. The company did not give a reason, but they did say it was not for cause, meaning the two men will be entitled to severance.

Nauticus, based in Webster, was taken public by a SPAC (Special Purpose Acquisition Corporation) in September 2022. The company is developing tetherless, autonomous electric-powered robots that can be controlled by staff onshore.

As with many SPACs, the share price has plunged since going public at $10 per share. It now trades at $1.10.

The company is in the process of acquiring 3D at Depth, a subsea laser LiDAR inspection and data services company for $34 million in stock.

Victoria Hay has been appointed interim CFO. She will receive cash compensation of $30,000 a month and was also granted 40,000 restricted stock units that will vest on the earlier of her termination or one year from the date of grant. Mrs. Hay has been provided consulting services since the start of the year. She spent 13 years in various roles at Weatherford International, mostly recently as Senior Director – Global Accounting and Reporting Services.

Mr. Padmanabhan was appointed CFO in May 2022. He spent many years at Solaris Asset Management and is a graduate of Rice University. Neither his salary nor his severance package has yet been disclosed publicly.

SEC filing – Nauticus CFO termination

Houston SPAC to take Silica company public in $708m deal

Pyrophyte Acquisition Corp, the Houston special purchase acquisition company (SPAC) , chaired by Dr. Bernard Duroc-Danner (the former Weatherford CEO) is to take Sio Silica public. Sio, based in Calgary, intends to extract high-quality quartz silica, which is used in solar panels, semiconductors and batteries. The deal values Sio at $708 million enterprise value.



Pyrophyte went public in October 2021 in a $175 million initial public offering (IPO). The company said it would seek targets involved in energy transitions. That could mean renewable power generation, energy storage, zero-emission transportation, carbon capture or zero/low-carbon industrial applications.

Originally, Pyrophyte had until April 2023 to complete a deal, otherwise it would have to refund the monies from the IPO. Just before the original deadline date, shareholders approved an extension to April 2024.

The Mine

Sio is developing the Vivian Sand Project, southeast of Winnipeg, Canada, which is one of the highest natural purity silica deposits in the world. Most of the world’s silica is too impure to be used in high-end products such as semiconductors. It can only be used in other products such as agriculture, low quality glass, coatings and energy. Some low-quality silica can be converted to high purity silica but at a cost of $70-$100 per ton (and most of this silica is located in Australia).

Valuation

The project is estimated to have a net present value (NPV) of $3.9 billion, using a 10% discount rate. The payback period is projected to be just over one year. The transaction values the equity of the company at 19% of the NPV. Developers of copper and lithium deposits that are not yet in production are typically valued at around 50% of NPV.

Sio will use the proceeds of the deal to fund the Phase 1 construction. It expects the project to be operational within 18 months of close.

Political risk?

Interestingly, the investor presentation doesn’t mention that the go-ahead for the project requires the approval of the Manitoba Minister of Environment and Climate. In the Manitoba elections last month, the government switched from the center-right party (Progressive Conservative Party) to the left-leaning New Democratic Party. I suspect the new Minister is in no rush to make a decision.

[UPDATE – 02-16-24 –  The Manitoba government has denied the application to issue an environmental license for the project.]

The deal is expected to close in the first half of 2024.

Investor Presentation

 

Another Houston SPAC dissolves

Another Houston SPAC (Special Purpose Acquisition Company) has dissolved and return the monies raised during its IPO to the shareholders. This time, it is Newhold Investments II which went public in October 2021 in an IPO that raised $175 million.  In February, three Houston SPACs dissolved.



The company was targeting businesses involved in advanced robotics, the Internet of Things, Software as a service with machine learning or new energy technologies.

In a press release, the company said they looked at over 130 companies and signed over 30 NDAs. It conducted due diligence on several. The company came close to announcing a merger partner in April 2023 but market conditions prevented the company from securing the minimum cash needed to proceed.

The company was led by Kevin Charlton, who had taken a number of SPACs public in recent years. He had also worked for McKinsey, NASA and JP Morgan in his career.

One of the SPACs taken public was Newhold Investments I. It raised $150 million in July 2020 and took Boston-based Evolv Technologies public in July 2021 in a deal that valued the business at $1.25 billion. Evolve is a leader in AI touchless security screening. However, its current enterprise value is only $335 million.

SEC filing – Newhold Investments II

Houston SPAC to take biotech company public

Graf Acquisition IV, based in The Woodlands, is to take NKGen Biotech public, in deal that values the company at $160 million.



NKGen is based in Santa Ana in California and is developing cell therapies for possible treatment of Alzheimer’s and Parkinson’s diseases and other neurodegenerative and oncological diseases. The company is currently owned by NKMax, a public company based in South Korea.

Graf Acquisition IV went public in May 2021 in an $150 million Initial Public Offering. It had two years to complete a deal or otherwise return the money to shareholders. That date could be extended by shareholder agreement. Graf is now planning an extension to September 2023, by which time the deal with NKGen should be completed.

The first Graf Acquisition special purchase acquisition company (SPAC) went public in October 2018. It took Velodyne Lidar public in September 2020 in a transaction that valued the business at $1.6 billion. The San Jose-based company, which makes radar-like sensors used in autonomous vehicles, had a rocky life as a public company. The original founders clashed with the SPAC and were ousted. Its technology began lagging its competitors. Velodyne Lidar merged with Ouster, another lidar company, in February 2023 in a deal that valued Velodyne at just $200 million.

Graf Acquisition IV was formed by blank check veteran James Graf. Mr Graf has served as a founder and executive officer or director of 6 SPACs. Prior to Velodyne Lidar, Mr Graf’s blank check company acquired Williams Scotsman, a business providing modular space solutions, for $1.1 billion.

Graf Acquisition II and III each filed for initial public offerings in 2021 but never completed their IPOs.

Three Houston SPACs announce plans to dissolve

Last week three Houston SPACS (Special Purpose Acquisition Companies) announced plans to dissolve and return the monies raised during their IPOs to the shareholders.

Good Works Acquisition Corp II (GWII) will redeem all its shares, effective as of the close of business on March 16, 2023.  The announcement came one day after the collapse of its $723 million deal to take Direct Biologics, an Austin biotech company, public.  No reason was given for the collapse.

GWII went public in July 2021 in a $230 million IPO and had 15 months to complete a transaction.

The first Good Works SPAC took Cipher Mining public in August 2021 in a $2 billion transaction. The stock of the bitcoin miner is down 85% since going public.

Peridot Acquisition Corp II will redeem all its shares, effective March 13, 2023. In March 2021, it raised $360 million, seeking acquisitions in the environmental or recycling space.

The first Peridot SPAC took Li-Cycle public in August 2021 in a $975 million transaction. The stock of the company, which is a Lithium-ion battery recycler, is down about 45% since the deal.

ESM Acquisition Corp also went public in March 2021 in a $300 million IPO. It was looking for acquisitions of companies that mine commodities that are critical in order to achieve de-carbonization. The company will redeem its shares on March 12.

SPACS generally have two years from going public to complete a deal, though that time period can be extended with a shareholder vote. The exact terms are governed by the Articles of Association of each company.

After these three companies dissolve, there will still be 11 Houston-areas SPACs. A few have announced deals that haven’t yet closed. Some of the others are obtaining shareholder votes for extensions. For example Mercury Ecommerce (now called SEP Acquisition Corp) now has 36 months from its $175 million IPO in July 2021 to complete a deal.

SEC filing – Good Works Acquisition Corp II

SEC filing – Peridot Acquisition Corp II

SEC filing – ESM Acquisition Corp

Houston Space Infrastructure company to go public

[Update 2-14-23 – The deal has been completed]

Intuitive Machines (‘IM’), a Houston space infrastructure company, has agreed to be taken public by Inflection Point Acquisition Corp, a Manhattan-based SPAC.

The company is located near NASA and has recently been awarded a number of contracts with NASA’s Artemis program, which aims to return astronauts to the Moon by 2024.



IM is involved in 4 main segments

  • Lunar landing vehicles
  • Lunar data services
  • Orbital services (e.g. satellite servicing, debris removal)
  • Space infrastructure (power plants, human habitation systems)

IM was founded in 2013 by CEO Stephen Altemus, Kam Ghaffarian and Tim Crain.

  • Mr. Altemus is the former Deputy Director of NASA’s Johnson Space Center.
  • Mr. Ghaffarian is the Chairman of IM and has co-founded a number of space companies, including NASA contractor Stinger Ghaffarian Technologies, which was sold to KBR for $355 million in 2018.
  • Dr. Crain is IM’s Chief Technology Officer and worked at NASA for 12 years.
  • CFO Erik Sallee joined in April 2021 and was formerly the Corporate Controller at Blue Origin.

The company expects to have $102 million of revenue this year and has $153 million in backlog for 2023. The big jump is in 2024 when revenues are projected to be $759 million and the business will make a small EBITDA profit.

The transaction values the business at $815 million enterprise value (2.8 x 2023 revenue) and will leave the business with $338 million cash on hand to fund growth.

The deal is expected to be completed in the first quarter of 2023.

Just last week, Nauticus Robotics, another Houston company with strong NASA connections, was taken public by a SPAC.

Intuitive Machines – Investor Presentation

 

 

 

Nauticus Robotics closes SPAC deal to go public

Nauticus Robotics, a Houston-based marine robotics company, is now a public company. Back in December 2021, it agreed a deal with CleanTech Acquisition Corp, a SPAC (Special Purpose Acquisition Corporation). The deal valued Nauticus at $377 million enterprise value.



The company used to be called Houston Mechatronics. It was founded in 2014 by Nicholaus Radford, who previously worked at NASA and Oceaneering. The company has its head office in Webster, two miles from the NASA Johnson Space Center and employs about 25 former NASA robot engineers.

Currently, manned service vessels are used to service the offshore energy sectors. Nauticus is developing tetherless, autonomous electric-powered robots that can be controlled by staff onshore. The company plans to rent out its Aquanaut robot for around $40,000 a day, less than half the cost of a deepwater rig.

Pre-production units are projected to be deployed in later this year. The company recently sold its first unit to IKM Subsea in Norway.

Investors in the business included Schlumberger (who now own 20%) and Transocean (19%).

Mr. Radford is the CEO. Rangan Padmanabhan was appointed CFO in May 2022. He spent many years at Solaris Asset Management and is a graduate of Rice University.

The company will trade on the NASDAQ under the ticker ‘KITT’.

SEC filing – 8-K

Houston robotics company to be taken public by SPAC

Nauticus Robotics, a Houston-based marine robotics company, is to be taken public by a CleanTech Acquisition Corp, a SPAC (Special Purpose Acquisition Corporation). The deal values Nauticus at $377 million enterprise value. CleanTech completed its $150 million IPO in July 2021.



Until recently, the company was called Houston Mechatronics. It was founded in 2014 by Nicholaus Radford, who previously worked at NASA and Oceaneering. The company has its head office in Webster, two miles from the NASA Johnson Space Center and employs about 25 former NASA robot engineers . Existing investors in the business include Schlumberger and Transocean. Angie Berka, the Director of Finance and Administration, is also a shareholder.

Currently, manned service vessels are used to service the offshore energy sectors. Nauticus is developing tetherless, autonomous electric-powered robots that can be controlled by staff onshore. The company plans to rent out its Aquanaut robot for $25,000-$50,000 a day, less than half the cost of a deepwater rig.

Nauticus also believes the technology can be used for other industries and applications such as ports (to monitor ship traffic), aquaculture (fish farming), offshore wind and data centers, and defence.

For 2021, the company has revenues of $8 million. This is projected to grow to $90 million in 2023 (4x enterprise value) and $202 million by 2024.

Existing shareholders including Schlumberger and Transocean are rolling over their shares. After the deal closes (expected in the second quarter of 2022) the company will have $222 million of cash on hand. $50 million of this will be used to execute the business plan, the rest will be placed in trust for future growth opportunities, including acquisitions.

SEC filing – 8-K

 

Fertitta Entertainment tries to back out of deal with SPAC

[UPDATE 12-09-21 – The deal has now been terminated. FEI will pay the SPAC $6 million immediately and either a further $10 million if the SPAC completes a deal to take another company public or $16 million if they don’t.]

The transaction to take Fertitta Entertainment (‘FEI’) public via a SPAC has effectively collapsed. Although the deal is not officially dead, the two parties have exchanged letters blaming the other for the deal failing to complete by the proposed deadline.



The deal with Fast Acquisition Corp (‘FAST’), a blank check company was announced back in February. The transaction would have seen most of the assets owned by Tilman Fertitta go public (446 restaurants and 5 Golden Nugget Casinos). Mr. Fertitta would have ended up owning 59% after the deal closed.

The deal was expected to close by December 1, 2021. If the deadline passed, the merger agreement allowed either party to terminate the agreement. FEI sent a letter to FAST, stating it would abandon the transaction.

FAST sent a letter in response stating that FEI was not permitted to terminate the agreement because the primary reason for the failure was that FEI didn’t deliver audited financial statements for the year ended September 30, 2020 by March 31, 2021, the deadline in the original merger agreement. FEI’s audited financials were issued August 2, 2021.

Changing Terms

One problem that FAST had was that Mr. Fertitta kept changing the terms of the deal. In late May, FEI proposed adding a bunch of assets, such as certain Vic & Anthony Restaurants, and the Galveston Pleasure Pier, that were originally excluded from the deal.  FAST accepted the revised terms, which would mean that Mr. Fertitta would end up with 79% economic ownership post-close.

In August, the online gaming division of Golden Nugget (GNOG), announced it would merge with DraftKings. FEI own 80% of GNOG, which is publicly-traded. Although that stake was part of the transaction with FAST, the management of FAST were not aware of the deal prior to the announcement.

It’s not clear why the deal has collapsed but Mr. Fertitta holds all the chips in the deal and clearly thinks he has better options elsewhere.

What is curious about the spat is that the two sides amended the merger agreement on June 1 to reflect the additional assets being added. However, there was no mention of a revised date for the financial statements, even though that deadline had come and gone.

FAST may have to liquidate

With the pending collapse of the deal, the management of FAST will have to complete an acquisition by August 2022, otherwise it will have to liquidate its operations and return the $200 million IPO proceeds to shareholders.

SEC filing – 8-K