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Latest Spotlights

Will New SEC Disclosure Rules Impact SPAC and DeSPAC Deal Volume?

Effective July 1, 2024, the new Securities and Exchange Commission (SEC) rules governing SPAC initial public offerings (IPOs) and deSPAC M&A transactions went into effect. These new rules are designed to enhance disclosures and improve investor protections. Read more

The Dramatic Rise in Asian IPO Filers

We have observed a marked increase in IPO filers headquartered in Asia so we took the opportunity to look back ten years to see how things have changed relative to IPO filers headquartered in the US and the change is dramatic. Read more

A Review of The Maryland Unsolicited Takeover Act on its 25th Anniversary

The Maryland Unsolicited Takeover Act (MUTA) marks its 25th anniversary on June 1. In honor of the anniversary, we review the current rate of MUTA take-up among Maryland companies. Read more

SPAC Market Study - Activism & M&A Update 2024

In April of 2021, as the SPAC market took off, Deal Point Data published its first SPAC Market Study. We recently took the opportunity to revisit the SPAC and de-SPAC market. Read more

A Review of Proxy Fight Outcomes Under the Universal Proxy Rules

With the outcome determined for all but one annual meeting proxy fight for companies subject to the universal proxy card (UPC) rules, we take the opportunity to examine the full-year results of 2023 proxy fights – the first full year under which the UPC rules were in effect. Read more

The Purpose of Poison Pills

Poison pills are back in the news with an increase in litigation surrounding the device, raising the question of what their proper use is. We examine why and for what purpose poison pills are being used. Read more

IPO Breaks Drought for New Publicly Traded Public Benefit Corporations

In the latest sign the US IPO market may be emerging from the doldrums, a noteworthy event occurred this month: a public benefit corporation ("PBC") completed an IPO. Sezzle Inc., which has elected to be a public benefit corporation under Delaware law, priced its IPO and began trading on the Nasdaq exchange on August 16th. Sezzle's IPO ends what had been a 21-month drought for IPOs completed by PBCs. Read more

Latest Trends in Antitrust Termination Fees

As the M&A regulatory environment has tightened over the last few years, we have seen a significant increase in the inclusion of antitrust termination fees in definitive M&A agreements. An antitrust termination fee is a termination fee potentially payable by the acquirer if the transaction cannot close due to lack of regulatory approval. Essentially, if the deal is blocked by a regulatory agency then the acquirer would be required to pay the antitrust termination fee to the target. Read more

IPO Doldrums

The IPO market has seen a significant downturn since the SPAC-led highs of 2021. The charts and statistics below bring this downturn into sharp focus and illustrate the poor condition of the US IPO market. Read more

Latest Trends in Antitrust Termination Fees

As the M&A regulatory environment has tightened over the last few years, we have seen a significant increase in the inclusion of antitrust termination fees in definitive M&A agreements. An antitrust termination fee is a termination fee potentially payable by the acquirer if the transaction cannot close due to lack of regulatory approval. Essentially, if the deal is blocked by a regulatory agency then the acquirer would be required to pay the antitrust termination fee to the target. Read more

SPAC Market Study 2022 – 1st Quarter Update

SPAC deal activity fell sharply in Q1 2022. The number of priced SPAC IPOs dropped from 163 in Q4 2021 to 55 in Q1 2022. Only 34 de-SPAC M&A deals were announced in Q1 compared with 61 in Q4. At the same time the number of withdrawn SPAC deals surged in Q1. Withdrawn SPAC IPOs in Q1 (61) exceeded priced SPAC IPOs (55), and there were 17 withdrawn de-SPAC M&A deals in Q1 vs 28 completed de-SPACs. In addition, there were significant changes involving the use of Termination Fees, PIPE investments, Warrant Coverage, and Acquisition Terms/Durations on SPAC deals in Q1. Read more

SPAC Market Study 2021 – 4th Quarter Year-End Update

In our year-end update we researched SPAC IPO and de-SPAC M&A activity through December 31st. While the number of SPAC IPOs and de-SPAC M&A deals remained relatively robust in Q4 the average size of these deals is dropping. The average size of SPAC IPOs dropped in Q4 for the 3rd consecutive quarter to $176.8 million in average gross proceeds. At the same time the large, mega de-SPAC M&A deals seen in the first 3 quarters were noticeably absent in Q4. No de-SPAC deals announced in Q4 cracked the top 25 all-time largest de-SPACs, resulting in a significant drop in the average size of de-SPAC deals from $2.73B in Q3 to $1.25B in Q4. Read more

SPAC Market Study 2021 – 3rd Quarter Update

In our 3rd Quarter Update to the initial SPAC Market Study released in April we researched SPAC IPO and de-SPAC M&A activity through September 30th. While it doesn’t look like the torrid pace of SPAC activity in Q1 will return anytime soon, activity did rebound in Q3 to 88 priced SPAC IPOs from 64 in Q2. We also saw many of the largest de-SPAC M&A deals of all time announced in Q3, including MSP Recovery ($32.5B), Polestar ($20B), and Aurora Innovation ($11B). Despite these very large deals being announced, there is still plenty of SPAC dry powder available for more acquisitions in Q4 and into 2022. As of Sept 30th there were 452 SPAC IPOs still seeking a target, representing a total of $115.1B in gross proceeds raised. Read more

SPAC Market Study 2021 – 2nd Quarter Update

In our 2nd Quarter Update to the initial SPAC Market Study released in April we researched SPAC IPO and de-SPAC M&A activity through June 30th. Although increased scrutiny from the SEC certainly decelerated the pace of SPAC deal activity from Q1 to Q2, many of the largest de-SPAC M&A deals of all time were announced in Q2, and the level of activity was still very robust in comparison to previous years. Read more

Special Purpose Acquisition Company (SPAC) Market Study 2021

Deal Point Data researched every Special Purpose Acquisition Company (SPAC) that filed with the Securities and Exchange Commission from January 1, 2016 to March 31, 2021. We observed these deals throughout the SPAC lifecycle – from registration to IPO pricing to the announcement of a de-SPAC M&A transaction. We reviewed the relevant stock purchase agreements, asset purchase agreements or merger agreements to evaluate key negotiated M&A deal points. Read more

Update on the Prevalence of SPAC IPOs

In our research note dated June 24, 2020 we highlighted the increased prevalence of initial public offerings by special purpose acquisition companies (SPACs) as one of the most notable trends in IPOs in the last few years. What we did not discuss at that time is the explosion of SPACs filing to go public, which are at unprecedented levels. Read more

Increasing Prevalence and Size of SPAC IPOs

The increased prevalence of initial public offerings by special purpose acquisition companies (SPACs) has been one of the most notable trends in IPOs in the last few years. SPACs are blank check companies formed for the purpose of merging with another company following the IPO. Read more

Observations on Recent Poison Pill Activity

As a follow up to our recent note regarding companies increasing use of poison pills to guard against opportunist acquirers and activist investors as a result of the coronavirus pandemic (Corporate America's Medicine Against Coronavirus) here are some additional observations: Read more

Coronavirus Pandemic's Impact on Stock Swap Valuations

Target companies in agreed fixed exchange stock swap transactions have seen the value of the acquirer's shares they are to receive as consideration in the transaction decrease, in some cases significantly, as the coronavirus pandemic continues to impact stock prices. Read more

Corporate America's Medicine Against Coronavirus

Faced with myriad problems caused by the coronavirus pandemic, including significantly depressed stock prices and the ensuing threat of shareholder activism and hostile takeovers, corporate America is turning to an old standby - poison pills. Read more

Coronavirus Impact on M&A Agreement Drafting

Given the uncertainty and rising public health concerns around the coronavirus (COVID-19), Deal Point Data decided to take a look at how practitioners are drafting the material adverse change (MAC) definitions in recently announced transactions. Specifically, we wanted to see whether the target MAC definition included a carveout related to the coronavirus and similar concepts. The inclusion of specific carveouts protects the target in the event that the acquirer attempts to terminate the transaction based on a material adverse change. Read more

Second Most Active U.S. Public M&A Environment on Record

The dollar value of newly announced Merger and Acquisition deals with U.S. publicly traded target companies surged to its highest first half level since the record was set in 2015. According to Deal Point Data’s research, $508 billion dollars of M&A deals were announced during the first six months of 2019. First half activity was only 1.7% below the all-time high and 85% above the 10-year average level. On a year-over-year basis, dollar volume increased 15.1% in June, 4.6% in Q2, and 10.2% for the half year. On a sequential basis, the first half of 2019 was up 94.4% compared to the second half of 2018. In a sign that the market was not overheating, the average unaffected control premium was a moderate 29.96% during the first half, 20.4% below the ten-year average. Goldman, Sachs topped the Deal Point Data investment banking league table for announced U.S. public target deals during the first half advising on $162.3 billion in deals. Wachtell Lipton advised on $142.4 billion in announced deals to earn the number one ranking among legal advisers.


Top 5 Largest U.S. Public M&A Deals Announced during First Half 2019
Target Acquirer Equity Value ($bil)
Celgene Corporation Bristol-Myers Squibb Company 71.6
Raytheon Company United Technologies 52.0
Anadarko Petroleum Occidental Petroleum 37.9
Worldpay, Inc. Fidelity National Information Services 34.8
SunTrust Banks BB&T Corporation 28.2

Market Leaders - U.S. Public Mergers

Wachtell, Lipton, Rosen & Katz was the top ranked legal adviser on U.S. public M&A deals announced during the first half of 2019. Wachtell advised on 14 public deals valued at $249.4 billion. Kirkland & Ellis ranked second in the high-profile public M&A advisory market while Skadden rounded out the top three.

Rank Firm Equity Value ($bil)
1 Wachtell, Lipton, Rosen & Katz 249.4
2 Kirkland & Ellis 100.8
3 Skadden 88.4

M&A Adviser Fee Watch

As of July 1, 2019, record M&A advisory fees of $2.03 billion have already been disclosed on U.S. public deals announced during the first half of 2019. Goldman led the market with $447 million in fees disclosed. JP Morgan took second place among financial advisers. Morgan Stanley rounded out the top three in disclosed fees.

Corporate Governance Activity

Fortive Corporation24 Jul 24
Governing Documents Filing (Restated Only)
• Exhibit: Charter Amended/Restated Effective 06/28/2024 (10-Q )
Carver Bancorp, Inc.23 Jul 24
Proxy Fight Director Nomination
DPD Note: Dream Chasers Capital Group LLC announced it nominated a two-person competing director slate for election to the company's classified Board at the upcoming 2024 annual meeting. (Press Release )
Deckers Outdoor Corporation23 Jul 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
ePlus inc.23 Jul 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Transcat, Inc.23 Jul 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Agrify Corporation22 Jul 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Equity Commonwealth22 Jul 24
Activist Campaign Announced
DPD Note: Indaba Capital Management began a campaign at Equity Commonwealth with a press release urging the board to abandon its acquisition strategy and seek shareholder approval to begin the orderly liquidation of the company's remaining assets (Press Release )
Safe Bulkers, Inc.22 Jul 24
Definitive Proxy (Advance Notice Annual Disclosure)
(6-K )
Solventum Corporation22 Jul 24
Activist Campaign Announced
DPD Note: Trian Fund Management began a campaign at Solventum confirming discussions with management and the board on margin opportunities and other value-creating strategies including potential asset sales (Deal Point Data Research )
World Acceptance Corporation22 Jul 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
XWELL, Inc22 Jul 24
Proxy Fight Director Nomination
DPD Note: The company announced it rejected the nomination notice provided by CPC Pain & Wellness SPV, LLC (CPC). The company claims the notice materials submitted by CPC to provide notice of its intent to nominate four candidates for election to the company's five-member Board at the 2024 annual meeting do not comply with the company's advance notice bylaws. CPC's nominations had not previously been disclosed. (Press Release )
Lifecore Biomedical, Inc.19 Jul 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Mesa Laboratories, Inc.19 Jul 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Replimune Group, Inc.19 Jul 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Riverview Bancorp, Inc.19 Jul 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
TG Therapeutics, Inc.19 Jul 24
Poison Pill Expiration
DPD Note: On July 18, 2024, the company's stockholder rights plan expired without renewal or replacement. The company did not make any disclosure regarding the expiration. (Deal Point Data Research )
TriSalus Life Sciences, Inc.19 Jul 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Allied Gaming & Entertainment Inc.18 Jul 24
Proxy Fight Director Nomination
DPD Note: Knighted Pastures LLC formally nominated a competing three-person director slate for election at the company's next annual meeting. The firm also submitted proposals to remove three other directors whose term is not expiring at the upcoming meeting and require 80% approval at Board meetings to effect certain defined transactions and activities. (SC 13D/A )
Autodesk, Inc.18 Jul 24
Defense Related Stockholder Proposal
DPD Note: Vote results for July 16, 2024 annual meeting include a stockholder proposal to allow 15% shareholders to call special meetings that received a majority of votes cast and was approved. At the same meeting, shareholders approved a management proposal to allow 25% shareholders to call special meetings. The Board had recommended against the shareholder proposal in favor of its own proposal. (8-K )
Boot Barn Holdings, Inc.18 Jul 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Doximity, Inc.18 Jul 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
GSI Technology, Inc.18 Jul 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Lifeway Foods, Inc.18 Jul 24
Activist Campaign Announced
DPD Note: Ludmila & Edward Smolyansky began a third campaign at Lifeway Foods calling for the prompt removal of Julie Smolyansky (the daughter/sister) as CEO and five other directors which L&E Smolyansky claim are significant impediments to the company's success (Press Release )
Casey's General Stores, Inc.17 Jul 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
CXApp Inc.17 Jul 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
electroCore, Inc.17 Jul 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
La-Z-Boy Incorporated17 Jul 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Ultralife Corporation17 Jul 24
Defense Related Stockholder Proposal
DPD Note: Vote results for July 16, 2024 annual meeting include a stockholder proposal to adopt a majority vote standard to elect directors (from a plurality standard) that failed to receive a majority of votes cast and was not approved. (8-K )
Vista Outdoor Inc.17 Jul 24
Activist Campaign Announced
DPD Note: Gates Capital Management began a campaign at Vista Outdoor outlining its opposition to the proposed sale of the company's sporting goods franchise to Czechoslovak Group, arguing the transaction significantly undervalues the segment and its prospects (SC 13D )
VistaGen Therapeutics, Inc.17 Jul 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
23andMe Holding Co.16 Jul 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
America's Car-Mart, Inc.16 Jul 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
CalciMedica, Inc.16 Jul 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Co-Diagnostics, Inc.16 Jul 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Masimo Corporation16 Jul 24
Advance Notice Disclosure, Postpone Meeting
DPD Note: The company announced it postponed the 2024 annual meeting previously scheduled for July 25, 2024 to September 19, 2024. The meeting will be now be held more than 30 days later than the anniversary of the company's 2023 annual meeting held on June 26, 2023 triggering the alternative timing provision in the company's advance notice bylaw and a new deadline under Rule 14a-8. The company provided a new deadline of July 26, 2024 for all proposals and nominations including proxy access. The announcement to postpone was made while the company was in the midst of a proxy fight with Politan Capital Management LP and according to the company was done "to accommodate a request by Politan to set a new record date for the 2024 Annual Meeting". (8-K )
Microchip Technology Incorporated16 Jul 24
Exempt Solicitation
DPD Note: Presbyterian Church USA filed a Notice of Exempt Solicitation urging stockholders to vote for a stockholder proposal requesting the company commission an independent third-party report on its due diligence process to determine whether its customers' use of its products contribute or are linked to violations of international humanitarian law. The proposal was submitted by Presbyterian Mission, Portico Benefit Service and Friends Fiduciary Corporation, and will be voted on at the company's August 20, 2024 annual meeting. (PX14A6G )
Olo Inc.16 Jul 24
Advance Notice Disclosure
DPD Note: The company updated the mailing address to submit proposals and nominations (no changes to the advance notice deadlines). (8-K )
RCI Hospitality Holdings, Inc.16 Jul 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
BXP, Inc.15 Jul 24
Corporate Governance Guidelines
• Exhibit: Corporate Governance Guidelines (Co. Website )
Digital Turbine, Inc.15 Jul 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Forte Biosciences, Inc.15 Jul 24
Poison Pill Expiration
DPD Note: On July 14, 2024, the company's stockholder rights plan expired without renewal or replacement. The company did not make any disclosure regarding the expiration but had previously disclosed that as part of an agreement dated June 11, 2024 with Camac Partners, LLC to settle an action pending in the Delaware Court of Chancery, that the company would not renew the rights plan when it expired by its terms in July 2024. (Deal Point Data Research )
Match Group, Inc.15 Jul 24
Activist Campaign Announced
DPD Note: Starboard Value began a campaign at Match Group with a letter to management outlining measures the company should take to boost operating margins and profitability while concurrently exploring a sale if a turnaround proves too challenging (SC 13D )
Milestone Pharmaceuticals, Inc.15 Jul 24
Settlement/Standstill
DPD Note: The company entered into a Cooperation Agreement with Alta Fundamental Advisers LLC ending a potential proxy fight (Alta will withdraw the notice it had provided under SEC Rule 14a-19 of its intention to nominate five directors to stand for election at the 2024 annual meeting). Pursuant to the agreement, two new independent directors will be appointed to the Board immediately and a third mutually agreeable independent director in the near term. The agreement includes standstill and voting commitments. Alta previously published an open letter to the Board urging it to begin a formal strategic review process and called for the appointment of new directors with the requisite expertise and experience to oversee any potential transactions resulting from the process. (8-K )
Northrop Grumman Corporation15 Jul 24
Audit Committee Charter
• Exhibit: Audit and Risk Committee Charter (Co. Website )
Northrop Grumman Corporation15 Jul 24
Nominating and Corporate Governance Committee Charter
• Exhibit: Nominating and Corporate Governance Committee Charter (Co. Website )
Northrop Grumman Corporation15 Jul 24
Other Board Committee Charter
• Exhibit: Policy Committee Charter (Co. Website )
Prudential Financial, Inc.15 Jul 24
Corporate Governance Guidelines
• Exhibit: Corporate Governance Principles and Practices (Co. Website )
Steel Dynamics, Inc.15 Jul 24
Audit Committee Charter
• Exhibit: Audit Committee Charter (Co. Website )
Steel Dynamics, Inc.15 Jul 24
Corporate Governance Guidelines
• Exhibit: Corporate Governance Policies (Co. Website )
Steel Dynamics, Inc.15 Jul 24
Nominating and Corporate Governance Committee Charter
• Exhibit: Corporate Governance and Nominating Committee Charter (Co. Website )
Costamare Inc.12 Jul 24
Discloses AGM Date
• Press release: Costamare Inc. Announces 2024 Annual Meeting of Stockholders (Press Release )
e.l.f. Beauty, Inc.12 Jul 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
LL Flooring Holdings, Inc.12 Jul 24
Defense Related Stockholder Proposal
DPD Note: Vote results for July 10, 2024 annual meeting include a stockholder proposal to allow 10% holders to call special meetings that received a majority of the votes cast and was approved (currently stockholders have no right to call special meetings). (8-K )
Nu Holdings Ltd.12 Jul 24
Definitive Proxy (Advance Notice Annual Disclosure)
(6-K )
PowerFleet, Inc.12 Jul 24
Advance Notice Disclosure, Discloses AGM Date
DPD Note: The company has scheduled the 2024 annual meeting for September 17, 2024 which is more than 30 days later than the anniversary of the 2023 annual meeting held on July 20, 2023 triggering a new deadline under Rule 14a-8. The company provided a new deadline of July 22, 2024 for such proposals. (8-K )
Texas Pacific Land Corporation12 Jul 24
No-Action Letter
DPD Note: Initial submission. (SEC Website )
Texas Pacific Land Corporation12 Jul 24
No-Action Letter
DPD Note: Initial submission. (SEC Website )
8x8, Inc.11 Jul 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Conduit Pharmaceuticals Inc.11 Jul 24
Other Material Defense/Proxy Disclosure
DPD Note: The company filed an 8-K/A to clarify that the record date for its October 2, 2024 annual meeting is August 12, 2024. The company previously disclosed an August 20, 2024 record date for the meeting. (8-K/A )
Douglas Elliman Inc.11 Jul 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Paychex, Inc.11 Jul 24
Expected AGM Date Disclosed
DPD Note: 2024 annual meeting "to be held on or about October 10, 2024". (10-K )

IPO Activity

Shepherd Ave Capital Acquisition Corporation24 Jul 24
Registration Statement Filed
Shepherd Ave Capital Acquisition Corporation filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Shepherd Ave Capital Acquisition Corporation24 Jul 24
Shares Offered Disclosed
Shepherd Ave Capital Acquisition Corporation disclosed plans to offer 7,500,000 units, with each unit consisting of one Class A ordinary share and 1/7 of one right to purchase one Class A ordinary share
Shepherd Ave Capital Acquisition Corporation24 Jul 24
Underwriting Discount Disclosed
The underwriters received a discount of $0.225 per unit (a gross spread of 2.25%) and a total of $1,687,500 for underwriting Shepherd Ave Capital Acquisition Corporation's IPO
Shepherd Ave Capital Acquisition Corporation24 Jul 24
Other IPO Related
Shepherd Ave Capital Acquisition Corporation disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Job Aire Group Inc.24 Jul 24
Registration Statement Filed
Job Aire Group Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Job Aire Group Inc.24 Jul 24
Shares Offered Disclosed
Job Aire Group Inc. disclosed plans to offer 1,600,000 shares of common stock in its IPO
Job Aire Group Inc.24 Jul 24
Price Range Disclosed
Job Aire Group Inc. set the anticipated price range for its IPO at between $4.50 and $5.50 per share
LZ Technology Holdings Limited24 Jul 24
Shares Offered Disclosed
LZ Technology Holdings Limited disclosed plans to offer 10,000,000 Class B ordinary shares in its IPO
LZ Technology Holdings Limited24 Jul 24
Price Range Disclosed
LZ Technology Holdings Limited set the anticipated price range for its IPO at between $4.00 and $6.00 per share
ZJK Industrial Co., Ltd.24 Jul 24
Shares Offered Increased
ZJK Industrial Co., Ltd. increased the number of ordinary shares to be offered to 1,250,000 from 1,000,000 shares
Pyro AI Inc.24 Jul 24
Registration Statement Filed
Pyro AI Inc. filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Pyro AI Inc.24 Jul 24
Shares Offered Disclosed
Pyro AI Inc. disclosed plans to offer 2,250,000 ordinary shares to the public in its IPO
Pyro AI Inc.24 Jul 24
Price Range Disclosed
Pyro AI Inc. set the anticipated price range for its IPO at between $4.00 and $5.00 per ordinary share
Launch Two Acquisition Corp.24 Jul 24
Registration Statement Filed
Launch Two Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Launch Two Acquisition Corp.24 Jul 24
Shares Offered Disclosed
Launch Two Acquisition Corp. disclosed plans to offer 20,000,000 units, with each unit consisting of one Class A ordinary share and one-half of one redeemable warrant
Launch Two Acquisition Corp.24 Jul 24
Underwriting Discount Disclosed
The underwriters received a discount of $0.65 per unit (a gross spread of 6.5%) and a total of $13 mil for underwriting Launch Two Acquisition Corp.'s IPO
Launch Two Acquisition Corp.24 Jul 24
IPO Price Disclosed
Launch Two Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
OneStream, Inc.23 Jul 24
Registration Statement Declared Effective
OneStream, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
BloomZ Inc.23 Jul 24
Registration Statement Declared Effective
BloomZ Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Actuate Therapeutics, Inc.23 Jul 24
Shares Offered Increased
Actuate Therapeutics, Inc. increased the number of shares to be offered to 2,950,000 shares of common stock from 2,777,778 shares
Primega Group Holdings Limited22 Jul 24
Registration Statement Declared Effective
Primega Group Holdings Limited's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Primega Group Holdings Limited22 Jul 24
Underwriting Discount Disclosed
The underwriters received a discount of $0.28 per share (a gross spread of 7%) and a total of $490,000 for underwriting Primega Group Holdings Limited's IPO
Primega Group Holdings Limited22 Jul 24
IPO Price Disclosed
Primega Group Holdings Limited set the price of its initial public offering of 1,750,000 ordinary shares at $4.00 per share, at anticipated price, for gross proceeds of $7 mil
zSpace, Inc.22 Jul 24
Shares Offered Disclosed
zSpace, Inc. disclosed plans to offer 3,000,000 shares of common stock to the public
zSpace, Inc.22 Jul 24
Price Range Disclosed
zSpace, Inc. set the anticipated price range for its IPO at $4.50 to $5.50 per share of common stock
Danam Health, Inc.22 Jul 24
Registration Statement Filed
Danam Health, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
QMMM Holdings Limited22 Jul 24
Shares Offered Increased
QMMM Holdings Limited increased the number of ordinary shares to be offered to 2,150,000 shares from 2,125,000 shares
QMMM Holdings Limited22 Jul 24
Underwriting Discount Disclosed
The underwriters received a discount of $0.28 per share (a gross spread of 7%) and a total of $602,000 for underwriting QMMM Holdings Limited's IPO
QMMM Holdings Limited22 Jul 24
IPO Price Disclosed
QMMM Holdings Limited set the price of its initial public offering of 2,150,000 ordinary shares at $4.00 per share, at anticipated price, for gross proceeds of $8.6 mil
LeeWay Services, Inc.22 Jul 24
IPO Withdrawn
LeeWay Services, Inc. withdrew its initial public offering after determining not to pursue its IPO at this time
Star Fashion Culture Holdings Limited22 Jul 24
Shares Offered Decreased
Star Fashion Culture Holdings Limited decreased the number of shares to be offered to 2,600,000 Class A ordinary shares from 3,000,000 shares
Artiva Biotherapeutics, Inc.22 Jul 24
Shares Offered Increased
Artiva Biotherapeutics, Inc. increased the number of shares of common stock to be offered to 13,920,000 shares from 8,700,000 shares
Artiva Biotherapeutics, Inc.22 Jul 24
Underwriting Discount Disclosed
The underwriters received a discount of $0.84 per share (a gross spread of 7%) and a total of approximately $11.69 mil for underwriting Artiva Biotherapeutics, Inc.'s IPO
Artiva Biotherapeutics, Inc.22 Jul 24
IPO Price Disclosed
Artiva Biotherapeutics, Inc. set the price of its initial public offering of 13,920,000 shares of common stock at $12.00 per share, below the anticipated price range, for gross proceeds of $167.04 mil
TWFG, Inc.19 Jul 24
Underwriting Discount Disclosed
The underwriters received a discount of $1.19 per share (a gross spread of 7%) and a total of approximately $13.09 mil for underwriting TWFG, Inc.'s IPO
TWFG, Inc.19 Jul 24
IPO Price Disclosed
TWFG, Inc. set the price of its initial public offering of 11,000,000 shares of Class A common stock at $17.00 per share, above the anticipated price range, for gross proceeds of $187 mil
Actuate Therapeutics, Inc.19 Jul 24
Shares Offered Decreased
Actuate Therapeutics, Inc. decreased the number of shares to be offered to 2,777,778 shares of common stock from 5,555,556 shares
QMMM Holdings Limited19 Jul 24
Registration Statement Declared Effective
QMMM Holdings Limited's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Safe Pro Group Inc.19 Jul 24
Price Range Decreased
Safe Pro Group Inc. decreased the anticipated price range for its IPO to between $4.25 and $5.75 per share from between $4.00 and $6.00 per share
FatPipe, Inc.19 Jul 24
Registration Statement Filed
FatPipe, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Artiva Biotherapeutics, Inc.18 Jul 24
Registration Statement Declared Effective
Artiva Biotherapeutics, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Ardent Health Partners, Inc.18 Jul 24
Underwriting Discount Disclosed
The underwriters received a discount of $0.88 per share (a gross spread of 5.5%) and a total of approximately $10.56 mil for underwriting Ardent Health Partners, Inc.'s IPO
Ardent Health Partners, Inc.18 Jul 24
IPO Price Disclosed
Ardent Health Partners, Inc. set the price of its initial public offering of 12,000,000 shares of common stock at $16.00 per share, below the anticipated price range, for gross proceeds of $192 mil
Vine Hill Capital Investment Corp.18 Jul 24
Registration Statement Filed
Vine Hill Capital Investment Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Vine Hill Capital Investment Corp.18 Jul 24
Shares Offered Disclosed
Vine Hill Capital Investment Corp. disclosed plans to offer 20,000,000 units, with each unit consisting of one Class A ordinary share and one-half of one redeemable warrant
Vine Hill Capital Investment Corp.18 Jul 24
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per unit (a gross spread of 5.5%) and a total of $11 mil for underwriting Vine Hill Capital Investment Corp.'s IPO
Vine Hill Capital Investment Corp.18 Jul 24
Other IPO Related
Vine Hill Capital Investment Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
M3-Brigade Acquisition V Corp.18 Jul 24
Other IPO Related
M3-Brigade Acquisition V Corp. disclosed that each unit would now consist of one Class A ordinary share and one-half of one redeemable warrant
TWFG, Inc.17 Jul 24
Registration Statement Declared Effective
TWFG, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Ardent Health Partners, Inc.17 Jul 24
Shares Offered Decreased
Ardent Health Partners, Inc. decreased the number of shares to be offered to 12,000,000 shares of common stock from 14,300,000 shares
Ardent Health Partners, Inc.17 Jul 24
Registration Statement Declared Effective
Ardent Health Partners, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Lineage, Inc.16 Jul 24
Shares Offered Disclosed
Lineage, Inc. disclosed plans to offer 47,000,000 shares of common stock in its IPO
Lineage, Inc.16 Jul 24
Price Range Disclosed
Lineage, Inc. set the anticipated price range for its IPO at between $70.00 and $82.00 per share
GSR III Acquisition Corp.16 Jul 24
Registration Statement Filed
GSR III Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
GSR III Acquisition Corp.16 Jul 24
Shares Offered Disclosed
GSR III Acquisition Corp. disclosed plans to offer 20,000,000 units, with each unit consisting of one Class A ordinary share and 3/4 of one warrant
GSR III Acquisition Corp.16 Jul 24
Underwriting Discount Disclosed
The underwriters received a discount of $0.45 per unit (a gross spread of 4.5%) and a total of $9 mil for underwriting GSR III Acquisition Corp.'s IPO
GSR III Acquisition Corp.16 Jul 24
Other IPO Related
GSR III Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Expectation Acquisition Corporation16 Jul 24
Registration Statement Filed
Expectation Acquisition Corporation filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Expectation Acquisition Corporation16 Jul 24
Shares Offered Disclosed
Expectation Acquisition Corporation disclosed plans to offer 6,000,000 units, with each unit consisting of one ordinary share and 1/10 of one right
Expectation Acquisition Corporation16 Jul 24
Underwriting Discount Disclosed
The underwriters received a discount of $0.45 per unit (a gross spread of 4.5%) and a total of $2.7 mil for underwriting Expectation Acquisition Corporation's IPO
Expectation Acquisition Corporation16 Jul 24
Other IPO Related
Expectation Acquisition Corporation disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Metros Development Co., Ltd.16 Jul 24
Registration Statement Filed
Metros Development Co., Ltd. filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Metros Development Co., Ltd.16 Jul 24
Shares Offered Disclosed
Metros Development Co., Ltd. disclosed plans to offer 2,500,000 common shares to the public in its IPO
Metros Development Co., Ltd.16 Jul 24
Price Range Disclosed
Metros Development Co., Ltd. set the anticipated price range for its IPO at $5.50 to $6.50 per share
Premium Catering (Holdings) Limited16 Jul 24
Shares Offered Increased
Premium Catering (Holdings) Limited increased the number of ordinary shares to be offered to 2,000,000 shares from 1,650,000 shares with the company selling 1,650,000 shares and selling shareholders now selling 350,000 shares
Metros Development Co., Ltd.16 Jul 24
IPO Withdrawn
Metros Development Co., Ltd. withdrew its initial public offering as it intends to file a new registration statement as requested by the SEC
Ocean Capital Acquisition Corporation16 Jul 24
IPO Withdrawn
Ocean Capital Acquisition Corporation withdrew its initial public offering after determining not to pursue its IPO at this time
OneStream, Inc.15 Jul 24
Shares Offered Disclosed
OneStream, Inc. disclosed plans to offer 24,500,000 shares of Class A common stock in its IPO with the company offering 18,054,333 shares and selling shareholders offering 6,445,667 shares
OneStream, Inc.15 Jul 24
Price Range Disclosed
OneStream, Inc. set the anticipated price range for its IPO at between $17.00 and $19.00 per share
Artiva Biotherapeutics, Inc.15 Jul 24
Shares Offered Disclosed
Artiva Biotherapeutics, Inc. disclosed plans to offer 8,700,000 shares of common stock in its IPO
Artiva Biotherapeutics, Inc.15 Jul 24
Price Range Disclosed
Artiva Biotherapeutics, Inc. set the anticipated price range for its IPO at between $14 and $16 per share
Icon Energy Corp.15 Jul 24
Underwriting Discount Disclosed
The underwriters received a discount of $0.256 per share (a gross spread of 6.4%) and a total of approximately $320,000 for underwriting Icon Energy Corp.'s IPO
Icon Energy Corp.15 Jul 24
IPO Price Disclosed
Icon Energy Corp. set the price of its initial public offering of 1,250,000 common shares at $4.00 per share, at the low end of the anticipated price range, for gross proceeds of $5 mil
Concentra Group Holdings Parent, Inc.15 Jul 24
Shares Offered Disclosed
Concentra Group Holdings Parent, Inc. disclosed plans to offer 1,250,000 shares of common stock to the public in its IPO
Concentra Group Holdings Parent, Inc.15 Jul 24
Price Range Disclosed
Concentra Group Holdings Parent, Inc. set the anticipated price range for its IPO at between $23.00 and $26.00 per share
Gelteq Limited15 Jul 24
Registration Statement Filed
Gelteq Limited filed for an initial public offering with its filing of an F-1 with the Securities and Exchange
Gelteq Limited15 Jul 24
Shares Offered Disclosed
Gelteq Limited disclosed plans to offer 1,300,000 ordinary shares to the public in its IPO
Gelteq Limited15 Jul 24
Price Range Disclosed
Gelteq Limited set the anticipated price for its IPO at $5.00 per share
Gelteq Limited15 Jul 24
IPO Withdrawn
Gelteq Limited withdrew its initial public offering
Icon Energy Corp.12 Jul 24
Registration Statement Declared Effective
Icon Energy Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Jupiter Neurosciences, Inc.12 Jul 24
Shares Offered Increased
Jupiter Neurosciences, Inc. Jupiter Neurosciences, Inc. increased the number of common shares to be offered to 2,750,000 from 2,608,695 shares
Jupiter Neurosciences, Inc.12 Jul 24
Price Range Decreased
Jupiter Neurosciences, Inc. decreased the anticipated price range for its IPO to between $4.00 to $5.00 per share from $5.00 to $7.00 per share
AdvEn Inc.12 Jul 24
Registration Statement Filed
AdvEn Inc. filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
AdvEn Inc.12 Jul 24
Shares Offered Disclosed
AdvEn Inc. disclosed plans to offer 1,600,000 common shares to the public in its IPO
AdvEn Inc.12 Jul 24
Price Range Disclosed
AdvEn Inc. set the anticipated price range for its IPO at $4.00 to $6.00 per share
YXT.COM Group Holding Limited12 Jul 24
Registration Statement Filed
YXT.COM Group Holding Limited filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Bleichroeder Acquisition Corp. I12 Jul 24
Registration Statement Filed
Bleichroeder Acquisition Corp. I filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Bleichroeder Acquisition Corp. I12 Jul 24
Shares Offered Disclosed
Bleichroeder Acquisition Corp. I disclosed plans to offer 25,000,000 units, with each unit consisting of one Class A ordinary share and one-quarter of one redeemable warrant
Bleichroeder Acquisition Corp. I12 Jul 24
Underwriting Discount Disclosed
The underwriters received a discount of $0.575 per unit (a gross spread of 5.75%) and a total of $14.375 mil for underwriting Bleichroeder Acquisition Corp. I.'s IPO
Bleichroeder Acquisition Corp. I12 Jul 24
Other IPO Related
Bleichroeder Acquisition Corp. I disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Launch One Acquisition Corp.11 Jul 24
Registration Statement Declared Effective
Launch One Acquisition Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Wytec International, Inc.11 Jul 24
IPO Withdrawn
Wytec International, Inc. withdrew its initial public offering after determining not to pursue its IPO at this time
Yuanyi Pharm. Tech. Holding Group Co.,LTD10 Jul 24
Registration Statement Filed
Yuanyi Pharm. Tech. Holding Group Co.,LTD filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Yuanyi Pharm. Tech. Holding Group Co.,LTD10 Jul 24
Price Range Disclosed
Yuanyi Pharm. Tech. Holding Group Co.,LTD set the anticipated price for its IPO at $4.00 per ordinary share
BeLive Holdings10 Jul 24
Registration Statement Filed
BeLive Holdings filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
BeLive Holdings10 Jul 24
Shares Offered Disclosed
BeLive Holdings disclosed plans to offer 3,000,000 ordinary shares in its IPO
BeLive Holdings10 Jul 24
Price Range Disclosed
BeLive Holdings set the anticipated price range for its IPO at between $4.00 and $6.00 per share
QinHong International Group10 Jul 24
IPO Withdrawn
QinHong International Group withdrew its initial public offering as the company has determined not to pursue an IPO at this time
TWFG, Inc.09 Jul 24
Shares Offered Disclosed
TWFG, Inc. disclosed plans to offer 11,000,000 shares of Class A common stock in its IPO
TWFG, Inc.09 Jul 24
Price Range Disclosed
TWFG, Inc. set the anticipated price range for its IPO at between $14.00 and $16.00 per share

Corporate Governance Reports

2023 Proxy Season - An Early Look at the Numbers - 04/05/2023

The 2023 proxy season is ramping up. Here’s an early look at the numbers and emerging trends. Read more

Record Month for Bylaw Amendments - 12/05/2022

Lawyers have been recommending U.S. reporting companies update their bylaws in response to the universal proxy card rules now in effect. Judging by the record number of bylaw changes filed in November, companies are heeding this advice. Read more

A Review of Notice of Exempt Solicitation Filings - 10/28/2022

ESG-focused activists are increasingly using exempt solicitation filings to get their message out, and in recent years have increasingly shifted their focus toward environmental and social issues (E&S) while also escalating the pressure on subject companies. Read more

Dual Class Sunsets - 04/13/2022

The debate over dual class share structures has been ongoing for over a century. Yet every few years, dual class structures come under increased scrutiny and criticism – usually triggered by a specific event, such as a high-profile company going public with the founder retaining a class of supervoting shares – then the increased attention fades away. Recent policy changes by proxy advisory firms begin to take effect this year, and it will be interesting to watch this proxy season and next to see if the escalated pressure on companies with dual class structures will have any material effect. Read more

Top Takeover Defense Changes of 2021 - 01/28/2022

Deal Point Data continuously monitors changes to corporate charters and bylaws and other announcements for key governance and takeover defense changes as part of our ESG research. After a unique year in which the Covid-19 pandemic upended several long term trends, 2021 largely reverted back to what we had been observing in recent years - less companies making structural takeover defense changes, lower overall governing document filings and amendments, and less poison pill activity. Read more

Covid-19 Rights Plans ("Poison Pills") Revisited - 04/05/2021

One year removed from the Covid-19 related stock market crash and the resulting increase in the number of companies turning to poison pills, we revisit the status of these companies and plans. Read more

Delayed 2020 Annual Meetings Impact Key 2021 Advance Notice Deadlines - 02/23/2021

Companies that delayed the holding of their 2020 annual meeting that are returning to their traditional annual meeting schedule may be impacting advance notice deadlines for proposals and director nominations. A review of advance notice provisions and a feature that can require a resetting of the submission deadlines. Read more

Top Takeover Defense Changes of 2020 - 01/21/2021

Deal Point Data continuously tracks changes to corporate charters and bylaws for key governance and takeover defense changes. The public health impact of the COVID-19 pandemic led to an increase in changes to governing documents in 2020 including numerous companies making the changes necessary to facilitate virtual shareholder meetings. Read more

How Have Companies Responded to Delaware Supreme Court Upholding Federal Forum Provisions - 10/21/2020

A review of charter and bylaw filings in the six months since the Delaware Supreme Court upheld federal forum provisions ("FFP") shows that FFPs are becoming standard in the governing documents of IPO companies and among existing companies, an initial spike of adoptions that has steadily leveled off. Read more

Top Takeover Defense Changes of 2019 - 01/14/2020

Deal Point Data continuously tracks changes to corporate charters and bylaws for key governance and takeover defense changes. With much of the conversation surrounding corporate governance shifting away from shareholder rights to social and environmental issues, the volume of defense changes and updates to governing documents in general declined for companies of all sizes for a second year in a row. Read more

Top Takeover Defense Changes of 2018 - 01/14/2019

A review of Deal Point Data defense change and disclosure data for S&P 1500 companies in 2018 yields a few observations including governance best practices adopted by large cap companies continuing to trickle down to smaller companies, companies of all sizes are concerned with stockholder lawsuits, and absent traditional structural defenses, large cap companies are focusing on bylaw language, with very limited participation by stockholders. Read more

Votes to Ratify Poison Pills Have Become Routine as Plans Evolve - 12/19/2018

It’s hard to believe that the votes associated with what was once the most controversial item in the corporate governance landscape have become downright routine. Since January 1, 2017, 74 out of the 75 company proposals to approve a poison pill (aka a shareholder rights plan) passed and the lone proposal that was voted down comes with an asterisk because it was not a typical vote. Read more

Peak Proxy Access Nomination Season - 10/31/2018

Governance activists waged a hard-fought battle to establish proxy access at public companies and ultimately succeeded as proxy access has been widely adopted. It is therefore rather surprising that we have yet to have a proxy access nomination go to an actual vote. If it is going to happen in the 2019 proxy season, we’re likely to know soon as we’ve entered the part of the calendar where proxy access notice windows are opening. Read more

Securities Offerings

IPOs - Record Unicorn Issuance

The first half of 2019 saw the début of 83 companies listing on U.S. stock exchanges through initial public offerings. The companies raised $34.3 billion a 9.4% decrease over the first six months of 2018. These statistics exclude Special Purpose Acquisition companies. Included in this cohort where 10 “Unicorns”, private companies, such as Uber, with pre-IPO valuations of at least one billion. According to Deal Point Data, this is the most Unicorn issues since IPO records began in 1980. Morgan Stanley topped the Deal Point Data U.S. IPO underwriting league table for the first half of 2019. Cooley was the number one ranked legal counsel to issuers while Davis Polk was the leading counsel to underwriters.

High-Yield Bonds

The dollar value of new issues of SEC registered high-yield bonds fell by 46.8% to $16.2 billion during the first six months of 2019 on a year-over-year basis. On a sequential basis, the dollar value increased by 62.6% compared to the dismal second half of 2018..