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Latest Spotlights

2023: A Record Year for Charter and Bylaw Amendments

The number of companies changing their governing documents in 2023 (both their charter and bylaws) was the most in any single year since Deal Point Data (DPD) began tracking this activity on January 1, 2017. The increase in filing activity is largely driven by three issues. 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

Absci Corporation23 Apr 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Advantage Solutions Inc.23 Apr 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
AerSale Corporation23 Apr 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Akoya Biosciences, Inc.23 Apr 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Alarm.com Holdings, Inc.23 Apr 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Allogene Therapeutics, Inc.23 Apr 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
AlloVir, Inc.23 Apr 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Ameris Bancorp23 Apr 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Anterix Inc.23 Apr 24
Advance Notice Disclosure
DPD Note: The company announced it extended the deadline to submit non-14a-8 proposals and nominations at the 2024 annual meeting. The company intends to announce the meeting date after it is set by the Board. (8-K )
AppLovin Corporation23 Apr 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Aptevo Therapeutics Inc.23 Apr 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Blackbaud, Inc.23 Apr 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Booking Holdings Inc.23 Apr 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Cabaletta Bio, Inc.23 Apr 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Chipotle Mexican Grill, Inc.23 Apr 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Cogent Biosciences, Inc.23 Apr 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Cognizant Technology Solutions Corporation23 Apr 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Crocs, Inc.23 Apr 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Desktop Metal, Inc.23 Apr 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Global Net Lease, Inc.23 Apr 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
GoPro, Inc.23 Apr 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Hillman Solutions Corp.23 Apr 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
i-80 Gold Corp.23 Apr 24
Definitive Proxy (Advance Notice Annual Disclosure)
(6-K )
Juniper Networks, Inc.23 Apr 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
LifeStance Health Group, Inc.23 Apr 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
MiMedx Group, Inc.23 Apr 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Mirion Technologies, Inc.23 Apr 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Mirum Pharmaceuticals, Inc.23 Apr 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Ocwen Financial Corporation23 Apr 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Omega Healthcare Investors, Inc.23 Apr 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
OneSpan Inc.23 Apr 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
PAR Technology Corporation23 Apr 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
PENN Entertainment, Inc.23 Apr 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Portillo's Inc.23 Apr 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Purple Innovation, Inc.23 Apr 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Resideo Technologies, Inc.23 Apr 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Seritage Growth Properties23 Apr 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Spire Global, Inc.23 Apr 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Stoke Therapeutics, Inc.23 Apr 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Syros Pharmaceuticals, Inc.23 Apr 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Tempest Therapeutics, Inc.23 Apr 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Toast, Inc.23 Apr 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Torrid Holdings Inc.23 Apr 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
TruBridge, Inc.23 Apr 24
Poison Pill Amendment
DPD Note: Increase Acquiring Person from 10% to 15% (8-K )
United Airlines Holdings, Inc.23 Apr 24
Poison Pill Amendment
DPD Note: Definition of Beneficial Owner amended to remove derivative trigger language and to add additional references to Section 382 of the Code; Remove definitions of "Counterparty", "Derivatives Contract", "Notional Common Shares" and "Receiving Party" (8-K )
Universal Health Realty Income Trust23 Apr 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Upbound Group, Inc.23 Apr 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Upwork Inc.23 Apr 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Ur-Energy Inc.23 Apr 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
USCB Financial Holdings, Inc.23 Apr 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Veeva Systems Inc.23 Apr 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Vicarious Surgical Inc.23 Apr 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Vita Coco Company, Inc. (The)23 Apr 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Xeris Biopharma Holdings, Inc.23 Apr 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
ACELYRIN, Inc.22 Apr 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
ACI Worldwide, Inc.22 Apr 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Acumen Pharmaceuticals, Inc.22 Apr 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Aldeyra Therapeutics, Inc.22 Apr 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
ALX Oncology Holdings Inc.22 Apr 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Applied Therapeutics, Inc.22 Apr 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Astria Therapeutics, Inc.22 Apr 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Bank First Corporation22 Apr 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Barrett Business Services, Inc.22 Apr 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Bristow Group Inc.22 Apr 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
BRT Apartments Corp.22 Apr 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Byline Bancorp, Inc.22 Apr 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Cara Therapeutics, Inc.22 Apr 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
CBL & Associates Properties, Inc.22 Apr 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Chimera Investment Corporation22 Apr 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Cohu, Inc.22 Apr 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Cue Health Inc.22 Apr 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Dave Inc.22 Apr 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
DexCom, Inc.22 Apr 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Elutia Inc.22 Apr 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Energy Recovery, Inc.22 Apr 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Etsy, Inc.22 Apr 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Exponent, Inc.22 Apr 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Exxon Mobil Corporation22 Apr 24
Exempt Solicitation
DPD Note: Interfaith Center on Corporate Responsibility (ICCR) filed a Notice of Exempt Solicitation on a voluntary basis that criticizes statements the company included in the 2024 proxy statement regarding ICCR members' stockholders proposals that it characterized as "obstructive" and "an abuse of the system," and proponents mischaracterized as advancing "their own agenda" that is "detrimental to investor value". (PX14A6G )
Flywire Corporation22 Apr 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Fortive Corporation22 Apr 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Granite Point Mortgage Trust Inc.22 Apr 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Instructure Holdings, Inc.22 Apr 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
International Bancshares Corporation22 Apr 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Ladder Capital Corp22 Apr 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Lyell Immunopharma, Inc.22 Apr 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
MasterBrand, Inc.22 Apr 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
MetLife, Inc.22 Apr 24
No-Action Letter
DPD Note: Initial submission and response letter issued by the staff. (SEC Website )
Metropolitan Bank Holding Corp.22 Apr 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
MFA Financial, Inc.22 Apr 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Montauk Renewables, Inc.22 Apr 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
NeuroPace, Inc.22 Apr 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )

IPO Activity

Neo-Concept International Group Holdings Limited22 Apr 24
Registration Statement Declared Effective
Neo-Concept International Group Holdings Limited's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Orangekloud Technology Inc.22 Apr 24
Shares Offered Increased
Orangekloud Technology Inc. increased the number of Class A ordinary shares to be offered to 2,500,000 shares from 2,000,000 shares
QMMM Holdings Limited22 Apr 24
Shares Offered Increased
QMMM Holdings Limited increased the number of ordinary shares to be offered to 2,125,000 shares from 1,600,000 shares
QMMM Holdings Limited22 Apr 24
Price Range Decreased
QMMM Holdings Limited decreased the anticipated price for its IPO to $4.00 per share from $5.00 per ordinary share
YY Group Holding Limited22 Apr 24
Shares Offered Decreased
YY Group Holding Limited decreased the offering to 1,250,000 shares from 1,500,000 Class A ordinary shares
Viking Holdings Ltd22 Apr 24
Shares Offered Disclosed
Viking Holdings Ltd disclosed plans to offer 44,000,000 ordinary shares to the public with the company selling 11,000,000 shares and selling shareholders offering 33,000,000 shares
Viking Holdings Ltd22 Apr 24
Price Range Disclosed
Viking Holdings Ltd set the anticipated price range for its IPO at $21.00 to $25.00 per share
mF International Limited22 Apr 24
Shares Offered Increased
mF International Limited increased the number of ordinary shares to be offered to 1,666,667 ordinary shares from 1,560,000 shares
GP-Act III Acquisition Corp.19 Apr 24
Registration Statement Filed
GP-Act III Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
GP-Act III Acquisition Corp.19 Apr 24
Shares Offered Disclosed
GP-Act III Acquisition Corp. disclosed plans to offer 25,000,000 units, with each unit consisting of one Class A ordinary share and one-half on one redeemable warrant
GP-Act III Acquisition Corp.19 Apr 24
Underwriting Discount Disclosed
The underwriters received a discount of $0.65 per unit (a gross spread of 6.5%) and a total of $16.25 mil for underwriting GP-Act III Acquisition Corp.'s IPO
GP-Act III Acquisition Corp.19 Apr 24
Other IPO Related
GP-Act III Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Mingteng International Corporation Inc.19 Apr 24
Shares Offered Decreased
Mingteng International Corporation Inc. decreased the offering to 1,050,000 shares from 1,200,000 shares
Mingteng International Corporation Inc.19 Apr 24
Underwriting Discount Disclosed
The underwriters received a discount of $0.28 per unit (a gross spread of 7%) and a total of $294,000 for underwriting Mingteng International Corporation Inc.'s IPO
Mingteng International Corporation Inc.19 Apr 24
IPO Price Disclosed
Mingteng International Corporation Inc. set the price of its initial public offering of 1,050,000 ordinary shares at $4.00 per share, within the anticipated price range, for gross proceeds of $4.2 mil
YY Group Holding Limited19 Apr 24
Registration Statement Declared Effective
YY Group Holding Limited's registration statement was declared effective by the Securities and Exchange Commission (SEC)
mF International Limited19 Apr 24
Registration Statement Declared Effective
mF International Limited's registration statement was declared effective by the Securities and Exchange Commission (SEC)
PishPosh, Inc.19 Apr 24
IPO Withdrawn
PishPosh, Inc. withdrew its initial public offering because of its abandoning the offering
CDT Environmental Technology Investment Holdings19 Apr 24
Shares Offered Decreased
CDT Environmental Technology Investment Holdings decreased the number of ordinary shares to be offered to 1,500,000 shares from 2,000,000 shares
CDT Environmental Technology Investment Holdings19 Apr 24
Underwriting Discount Disclosed
The underwriters received a discount of $0.32 per share (a gross spread of 8%) and a total of approximately $480,000 for underwriting CDT Environmental Technology Investment Holdings' IPO
CDT Environmental Technology Investment Holdings19 Apr 24
IPO Price Disclosed
CDT Environmental Technology Investment Holdings set the price of its initial public offering of 1,500,000 ordinary shares at $4.00 per share, within the anticipated price range, for gross proceeds of $6 mil
Centuri Holdings, Inc.18 Apr 24
Underwriting Discount Disclosed
The underwriters received a discount of $1.26 per share (a gross spread of 6%) and a total of approximately $15.6 mil for underwriting Centuri Holdings, Inc.'s IPO
Centuri Holdings, Inc.18 Apr 24
IPO Price Disclosed
Centuri Holdings, Inc. set the price of its initial public offering of 12,400,000 shares of common stock at $21.00 per share, within the anticipated price range, for gross proceeds of $260.4 mil
Junee Limited18 Apr 24
Underwriting Discount Disclosed
The underwriters received a discount of $0.28 per share (a gross spread of 7%) and a total of approximately $560,000 for underwriting Junee Limited's IPO
Junee Limited18 Apr 24
IPO Price Disclosed
Junee Limited set the price of its initial public offering of 2,000,000 ordinary shares at $4.00 per share, within the anticipated price range, for gross proceeds of $8 mil
Tungray Technologies Inc18 Apr 24
Registration Statement Declared Effective
Tungray Technologies Inc 's registration statement was declared effective by the Securities and Exchange Commission (SEC)
CDT Environmental Technology Investment Holdings18 Apr 24
Registration Statement Declared Effective
CDT Environmental Technology Investment Holdings' registration statement was declared effective by the Securities and Exchange Commission (SEC)
Ibotta, Inc.18 Apr 24
Underwriting Discount Disclosed
The underwriters received a discount of $5.28 per share (a gross spread of 6%) and a total of approximately $36.6 mil for underwriting Ibotta, Inc.'s IPO
Ibotta, Inc.18 Apr 24
IPO Price Disclosed
Ibotta, Inc. set the price of its initial public offering of 6,560,700 shares of Class A common stock at $88.00 per share, above the anticipated price range, for gross proceeds of $577.3 mil
Lirum Therapeutics, Inc.18 Apr 24
Shares Offered Disclosed
Lirum Therapeutics, Inc. disclosed plans to offer 2,270,000 shares of common stock in its IPO
Lirum Therapeutics, Inc.18 Apr 24
Price Range Disclosed
Lirum Therapeutics, Inc. set the anticipated price range for its IPO at between $10.00 and $12.00 per share 04/04/2024
Loar Holdings Inc.17 Apr 24
Shares Offered Disclosed
Loar Holdings Inc. disclosed plans to offer 11,000,000 shares of common stock in its IPO
Loar Holdings Inc.17 Apr 24
Price Range Disclosed
Loar Holdings Inc. set the anticipated price range for its IPO at between $24.00 and $26.00 per share
Centuri Holdings, Inc.17 Apr 24
Registration Statement Declared Effective
Centuri Holdings, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Mingteng International Corporation Inc.17 Apr 24
Registration Statement Declared Effective
Mingteng International Corporation Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Ibotta, Inc.17 Apr 24
Registration Statement Declared Effective
Ibotta, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Junee Limited16 Apr 24
Registration Statement Declared Effective
Junee Limited's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Ibotta, Inc.16 Apr 24
Shares Offered Increased
Ibotta, Inc. disclosed that the offering increased to 6,560,700 shares of Class A common stock with the company selling 2,500,000 shares and selling shareholders now offering 4,060,700 shares
Games Global Limited16 Apr 24
Registration Statement Filed
Games Global Limited filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Green Circle Decarbonize Technology Limited16 Apr 24
Shares Offered Increased
Green Circle Decarbonize Technology Limited disclosed that they will now offer 2,400,000 units to the public; previously they disclosed an offering of 2,000,000 units
Top Wealth Group Holding Limited16 Apr 24
Underwriting Discount Disclosed
The underwriters received a discount of $0.28 per share (a gross spread of 7%) and a total of approximately $560,000 for underwriting Top Wealth Group Holding Limited's IPO
Top Wealth Group Holding Limited16 Apr 24
IPO Price Disclosed
Top Wealth Group Holding Limited set the price of its initial public offering of 2,000,000 ordinary shares at $4.00 per share, within the anticipated price range, for gross proceeds of approximately $8 mil
Jialiang Holdings LTD16 Apr 24
Registration Statement Filed
Jialiang Holdings LTD filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Jialiang Holdings LTD16 Apr 24
Price Range Disclosed
Jialiang Holdings LTD set the anticipated price for its IPO at $5.00 per share
Brilliance Group16 Apr 24
Shares Offered Increased
Brilliance Group disclosed that they will now offer 2,500,000 ordinary shares to the public; previously they disclosed an offering of 2,400,000 shares
Rubrik, Inc.16 Apr 24
Price Range Disclosed
Rubrik, Inc. disclosed plans for the selling shareholder to offer 23,000,000 shares of Class A common stock to the public in its IPO
Rubrik, Inc.16 Apr 24
Price Range Disclosed
Rubrik, Inc. set the anticipated price range for its IPO at $28.00 to $31.00 per share
New Century Logistics (BVI) Limited16 Apr 24
Shares Offered Decreased
New Century Logistics (BVI) Limited disclosed that they will now offer 1,250,000 ordinary shares to the public; previously they disclosed an offering of 2,500,000 shares
Top Wealth Group Holding Limited15 Apr 24
Registration Statement Declared Effective
Top Wealth Group Holding Limited's registration statement was declared effective by the Securities and Exchange Commission (SEC)
UL Solutions Inc.15 Apr 24
Shares Offered Increased
UL Solutions Inc. increased the number of shares to be offered to 33,800,000 shares of Class A common stock from 28,000,000 shares
UL Solutions Inc.15 Apr 24
Underwriting Discount Disclosed
The underwriters received a discount of $1.47 per share (a gross spread of 5.25%) and a total of approximately $49.7 mil for underwriting UL Solutions Inc.'s IPO
UL Solutions Inc.15 Apr 24
IPO Price Disclosed
UL Solutions Inc. set the price of its initial public offering of 33,800,000 shares of Class A common stock at $28.00 per share, within the anticipated price range, for gross proceeds of approximately $946.4 mil
Marex Group plc15 Apr 24
Price Range Disclosed
Marex Group plc disclosed plans to offer 15,384,615 ordinary shares, with the company offering 3,846,153 shares and selling shareholders offering 11,538,462 shares
Marex Group plc15 Apr 24
Price Range Disclosed
Marex Group plc set the anticipated price range for its IPO at between $18.00 and $21.00 per share
Gauzy Ltd.15 Apr 24
Registration Statement Filed
Gauzy Ltd. filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Key Mining Corp.12 Apr 24
Shares Offered Decreased
Key Mining Corp. disclosed that they will now offer 4,444,444 shares of common stock to the public; previously they disclosed an offering of 7,500,000 shares
Key Mining Corp.12 Apr 24
Price Range Decreased
Key Mining Corp. decreased the anticipated price for its IPO to $2.25 per share from an anticipated price range of $2.00 to $2.30 per share
Silvaco Group, Inc.12 Apr 24
Registration Statement Filed
Silvaco Group, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
PACS Group, Inc.12 Apr 24
Shares Offered Increased
PACS Group, Inc. increased the number of shares to be offered to 21,428,572 shares of common stock from 19,000,000 shares
PACS Group, Inc.12 Apr 24
Underwriting Discount Disclosed
The underwriters received a discount of $1.26 per share (a gross spread of 6%) and a total of approximately $27 mil for underwriting PACS Group, Inc.'s IPO
PACS Group, Inc.12 Apr 24
IPO Price Disclosed
PACS Group, Inc. set the price of its initial public offering of 21,428,572 shares of common stock at $21.00 per share, within the anticipated price range, for gross proceeds of approximately $450 mil
Bowhead Specialty Holdings Inc.12 Apr 24
Registration Statement Filed
Bowhead Specialty Holdings Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Proficient Auto Logistics, Inc.11 Apr 24
Registration Statement Filed
Proficient Auto Logistics, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
UL Solutions Inc.11 Apr 24
Registration Statement Declared Effective
UL Solutions Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Polyrizon Ltd.11 Apr 24
Other IPO Related
Polyrizon Ltd. withdrew its previous withdrawal of its initial public offering as the company has decided not to abandon the offering
Mission Space Acquisition Corp.11 Apr 24
Registration Statement Filed
Mission Space Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Mission Space Acquisition Corp.11 Apr 24
Shares Offered Disclosed
Mission Space Acquisition Corp. disclosed plans to offer 10,000,000 units, with each unit consisting of one Class A ordinary share and one-half of one redeemable warrant
Mission Space Acquisition Corp.11 Apr 24
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per unit (a gross spread of 5.5%) and a total of $5.5 mil for underwriting Mission Space Acquisition Corp.'s IPO
Mission Space Acquisition Corp.11 Apr 24
IPO Price Disclosed
Mission Space Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
PACS Group, Inc.10 Apr 24
Registration Statement Declared Effective
PACS Group, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Mobile-health Network Solutions10 Apr 24
Underwriting Discount Disclosed
The underwriters received a discount of $0.3 per share (a gross spread of 7.5%) and a total of approximately $675,000 for underwriting Mobile-health Network Solutions' IPO
Mobile-health Network Solutions10 Apr 24
IPO Price Disclosed
Mobile-health Network Solutions set the price of its initial public offering of 2,250,000 Class A ordinary shares at $4.00 per share, within the anticipated price range, for gross proceeds of $9 mil
Mobile-health Network Solutions09 Apr 24
Registration Statement Declared Effective
Mobile-health Network Solutions' registration statement was declared effective by the Securities and Exchange Commission (SEC)
CO2 Energy Transition Corp.09 Apr 24
Other IPO Related
CO2 Energy Transition Corp. disclosed that the units will now each consist of one share of common stock, one warrant, and one right to purchase 1/8 of one share of common stock
Innovex Downhole Solutions, Inc.09 Apr 24
IPO Withdrawn
Innovex Downhole Solutions, Inc. withdrew its initial public offering as the company was no longer pursuing an IPO following the acquisition of the company by Dril-Quip, Inc.
Centuri Holdings, Inc.08 Apr 24
Shares Offered Disclosed
Centuri Holdings, Inc. disclosed plans to offer 12,400,000 shares of common stock in its IPO
Centuri Holdings, Inc.08 Apr 24
Price Range Disclosed
Centuri Holdings, Inc. set the anticipated price range for its IPO at between $18.00 and $21.00 per share
Ibotta, Inc.08 Apr 24
Shares Offered Disclosed
Ibotta, Inc. disclosed plans to offer 5,625,000 shares of Class A common stock with the company selling 2,500,000 shares and selling shareholders offering 3,125,000 shares
Ibotta, Inc.08 Apr 24
Price Range Disclosed
Ibotta, Inc. set the anticipated price range for its IPO at between $76.00 and $84.00 per share
Creative Global Technology Holdings Limited08 Apr 24
Shares Offered Decreased
Creative Global Technology Holdings Limited decreased the number of ordinary shares to be offered to 1,250,000 from 2,000,000 shares
Contineum Therapeutics, Inc.08 Apr 24
Shares Offered Decreased
Contineum Therapeutics, Inc. disclosed that the offering would now be for 6,875,000 shares of Class A common stock, previously the company disclosed an offering of 8,000,000 shares
Contineum Therapeutics, Inc.08 Apr 24
Underwriting Discount Disclosed
The underwriters received a discount of $1.12 per share (a gross spread of 7%) and a total of approximately $7.7 mil for underwriting Contineum Therapeutics, Inc.'s IPO
Contineum Therapeutics, Inc.08 Apr 24
IPO Price Disclosed
Contineum Therapeutics, Inc. set the price of its initial public offering of 6,875,000 shares of common stock at $16.00 per share, within the anticipated price range, for gross proceeds of $110 mil
Viking Holdings Ltd05 Apr 24
Registration Statement Filed
Viking Holdings Ltd filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Springview Holdings Ltd05 Apr 24
Registration Statement Filed
Springview Holdings Ltd filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Springview Holdings Ltd05 Apr 24
Shares Offered Disclosed
Springview Holdings Ltd disclosed plans to offer 2,000,000 Class A ordinary shares to the public
Springview Holdings Ltd05 Apr 24
Price Range Disclosed
Springview Holdings Ltd set the anticipated price range for its IPO at $4.00 to $5.00 per share
Fly-E Group, Inc.04 Apr 24
Shares Offered Disclosed
Fly-E Group, Inc. disclosed plans to offer 3,000,000 shares of common stock in its IPO
Fly-E Group, Inc.04 Apr 24
Price Range Disclosed
Fly-E Group, Inc. set the anticipated price range for its IPO at between $4.00 and $5.00 per share
Contineum Therapeutics, Inc.04 Apr 24
Registration Statement Declared Effective
Contineum Therapeutics, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Massimo Group03 Apr 24
Underwriting Discount Disclosed
The underwriters received a discount of $0.3375 per share (a gross spread of 7.5%) and a total of approximately $438,750 for underwriting Massimo Group's IPO
Massimo Group03 Apr 24
IPO Price Disclosed
Massimo Group set the price of its initial public offering of 1,300,000 shares of common stock at $4.50 per share, within the expected range of $4.00 to $5.00 per share, for gross proceeds to the company of approximately $5.85 mil
Loar Holdings Inc.02 Apr 24
Registration Statement Filed
Loar Holdings Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
UL Solutions Inc.02 Apr 24
Shares Offered Disclosed
UL Solutions Inc. disclosed plans for the selling shareholder to offer 28,000,000 shares of Class A common stock to the public in its IPO
UL Solutions Inc.02 Apr 24
Price Range Disclosed
UL Solutions Inc. set the anticipated price range for its IPO at $26.00 to $29.00 per share
Zhibao Technology Inc.02 Apr 24
Shares Offered Increased
Zhibao Technology Inc. disclosed that they will now offer 1,500,000 Class A ordinary shares to the public; previously they disclosed an offering of 1,200,000 shares
Zhibao Technology Inc.02 Apr 24
Underwriting Discount Disclosed
The underwriters received a discount of $0.28 per share (a gross spread of 7%) and a total of approximately $420,000 for underwriting Zhibao Technology Inc.'s IPO
Zhibao Technology Inc.02 Apr 24
IPO Price Disclosed
Zhibao Technology Inc. set the price of its initial public offering of 1,500,000 Class A ordinary shares at $4.00 per share, within the expected range of $4.00 to $6.00 per share, for gross proceeds to the company of approximately $6 mil
Global Engine Group Holding Limited02 Apr 24
Shares Offered Decreased
Global Engine Group Holding Limited decreased the number of ordinary shares to be offered to 2,500,000 from 3,000,000 shares
Fuxing China Group Limited02 Apr 24
Registration Statement Filed
Fuxing China Group Limited filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)

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..