Category Archives: SPAC

Three Houston SPACs announce plans to dissolve

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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

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[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

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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

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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

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[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

 

Nabors Energy Transition Corp completes $276 million IPO

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Nabors Energy Transition Corp (NETC) has completed its upsized Initial Public Offering by selling 27,600,000 units at $10 apiece.



The SPAC or blank check company intends to acquire a company that is involved in energy transition such as alternative energy, energy storage, emissions reduction and carbon capture.

The sponsor of the SPAC is a company co-owned by Nabors Industries, a global leader in land-based drilling rigs and Tony Petrello, the current Chairman and CEO of Nabors.

In fact, all the management team of the SPAC are employed by Nabors including William Restrepo (CFO), Guillermo Sierra (VP – Energy Transition) and Siggi Meissner (President of Engineering and Technology).

The management team will not be paid a salary by the SPAC until it closes on a transaction. However, to me, it appears that there is plenty of scope for conflicts of interest. In the prospectus, NETC states that ‘potential conflicts with Nabors are naturally mitigated by the differing nature of the investments that Nabors would consider more suitable’.

In August, Nabors issued a press release that ‘it continues investment in energy transition with Quaise Inc’. It provided $12 million in financing to Quiase, a company developing millimeter wave drilling technology to access deep geothermal energy. That technology appears to be within the remit of the SPAC, even if the size isn’t.

https://www.prnewswire.com/news-releases/nabors-energy-transition-corp-announces-closing-of-276-000-000-initial-public-offering-including-full-exercise-of-underwriters-option-to-purchase-additional-units-301429394.html

 

 

 

Two more Houston-area blank check companies go public

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Late last week, two more SPACs or blank check companies went public via an Initial Public Offering (IPO).

GoGreen Investments upsized its IPO and raised $240 million. The company is based in downtown Houston and is seeking companies in the clean/renewal energy space.

The company is led by CEO John Dowd, who is based in Massachusetts. He spent 14 years as a portfolio manager of the energy and natural resources sector funds of Fidelity Research and Management.

The CFO is Michael Sedoy, a former portfolio manager at various hedge funds on the east coast. He worked alongside Mr. Dowd, for a short period, at Sanford Berstein in New York

Newhold Investment II raised $175 million. The company is targeting businesses involved in advanced robotics, the Internet of Things, Software as a service with machine learning or new energy technologies.

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

One of the SPACs taken public was Newhold I which raised $150 million in July 2020 and took Boston-based Evolv Technology public in July 2021 in a deal that valued the business at $1.25 billion. Evolve is a leader in AI touchless security screening.

A third Houston-based SPAC, SportsMap Tech Acquisition went public earlier in the week.

https://www.prnewswire.com/news-releases/gogreen-investments-corporation-announces-upsizing-and-pricing-of-240-000-000-initial-public-offering-301405061.html

https://www.businesswire.com/news/home/20211020006140/en/NewHold-Investment-Corp.-II-Announces-Pricing-of-175-Million-Initial-Public-Offering