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Mergers IPOs

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

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 At the same time the number of withdrawn SPAC deals surged in Q1. Withdrawn SPAC IPOs in Q1 (61) exceeded priced SPAC IPOs (55), and there were 17 withdrawn de-SPAC M&A deals in Q1 vs 28 completed de-SPACs.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

Cintas Corporation21 Sep 23
Exempt Solicitation
DPD Note: As You Sow filed a Notice of Exempt Solicitation on a voluntary basis in support of a stockholder proposal requesting the company report on the effectiveness of the its diversity, equity, and inclusion efforts. The proposal was submitted by As You Sow on behalf of Warren Wilson College and Laird Norton Family Foundation and will be voted on at the company's October 24, 2023 annual meeting. (PX14A6G )
Hanover Insurance Group, Inc. (The)21 Sep 23
Planned Defense Change
DPD Note: The company announced plans to put forward a proposal to declassify the Board to a vote at the company's 2024 annual meeting. (8-K )
Beachbody Company, Inc. (The)20 Sep 23
Advance Notice Disclosure, Discloses AGM Date
DPD Note: The company has scheduled the 2023 annual meeting for November 20, 2023 which is more than 60 days later than the anniversary of the company's 2022 annual meeting held on May 10, 2022 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 September 30, 2023 for proposals and nominations. (8-K )
Forte Biosciences, Inc.20 Sep 23
Defense Related Stockholder Proposal
DPD Note: Preliminary vote results for the September 19, 2023 annual meeting include two anti-poison pill stockholder proposals that failed to receive the requisite level of stockholder support for passage. One proposal was non-binding and required a majority of the votes cast for approval. The second binding proposal sought to amend the bylaws to limit the Board's ability to adopt or amend a poison pill unilaterally required the affirmative vote of two-thirds of the voting power. (8-K )
Forte Biosciences, Inc.20 Sep 23
Failed Say On Pay
DPD Note: At the company's September 19, 2023 annual meeting, a majority of the votes cast were against the approval of the company's say on pay proposal. Camac Partners, LLC and ATG Capital Management, LLC waged a board seat proxy fight at the meeting. (8-K )
Research Solutions, Inc.20 Sep 23
Settlement/Standstill
DPD Note: The company entered into a Cooperation Agreement with Bristol Investment Fund Ltd. and company founder Peter Derycz ending a proxy fight (the group will withdraw its nomination notice). Pursuant to the agreement, Mr. Derycz's employment will be terminated without cause and he will promptly resign from the Board and all committees upon which he served. One mutually agreed upon candidate will be identified and appointed to fill the resulting vacancy. The agreement includes standstill and voting commitments. (8-K )
Akoustis Technologies, Inc.19 Sep 23
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Cardlytics, Inc.19 Sep 23
Settlement/Standstill
DPD Note: The company entered into a Cooperation Agreement with CAS Investment Partners, LLC under which it will increase the size of the Board to nine directors and appoint a new independent director (Alex Mishurov) to fill the vacancy. The agreement includes standstill and voting commitments. In a previous 13D filing, CAS Investment disclosed its belief that the company's shares were undervalued and that it intends to discuss value-creating opportunities with management which may include operational efficiencies and board makeup. (8-K )
Conagra Brands, Inc.19 Sep 23
Defense Related Stockholder Proposal
DPD Note: Vote results for September 14, 2023 annual meeting include a stockholder proposal to allow 10% shareholders to call special meetings that received a majority of votes cast and was approved. (8-K )
Diversified Healthcare Trust19 Sep 23
Activist Campaign Announced
DPD Note: Flat Footed began a second campaign at Diversified Healthcare Trust with an amended 13D filing reporting it had written to the company urging it to work with its external manager, The RMR Group, to sell certain of the enterprises' assets (SC 13D/A )
P10, Inc.19 Sep 23
Poison Pill Amendment
DPD Note: Section 33 of the Rights Agreement amended to clarify the intended scope relating to the limitation of liability of the board of directors of the company under certain circumstances (8-K )
Clarivate Plc18 Sep 23
Poison Pill Amendment, Poison Pill Termination (proactive)
DPD Note: Accelerate expiration date by 30 days (from October 31, 2023 to October 1, 2023) (8-K )
Goldman Sachs Group, Inc. (The)18 Sep 23
Governing Documents Filing (Restated Only)
DPD Note: Restated charter reflects the latest series of shares of Preferred Stock that was created by the Board (in Article FOURTH designated as 7.50% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series W) and the elimination of the company's 5.50% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series J. All outstanding shares of the Series J Preferred Stock were redeemed on September 14, 2023. On August 16, 2023, the company filed a Certificate of Designations for the new series of preferred stock. (8-K )
IF Bancorp, Inc.18 Sep 23
Activist Campaign Announced
DPD Note: Stilwell Value began a campaign at IF Bancorp with a 13D filing reporting the shares were undervalued when purchased and that it intends to actively pursue value-creating initiatives at the company (SC 13D )
National CineMedia, Inc.18 Sep 23
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Neogen Corporation18 Sep 23
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Xenetic Biosciences, Inc.18 Sep 23
Proxy Fight Director Nomination
DPD Note: CLS Therapeutics LLC disclosed it nominated a three-person slate for election to the company's annually elected Board at the 2023 annual meeting. CLS Therapeutics stated that intends to solicit proxies in support of its nominees if the company does not include the nominees as a portion of the Board's own nominees for election at the annual meeting. (SC 13D/A )
Carpenter Technology Corporation15 Sep 23
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Hain Celestial Group, Inc. (The)15 Sep 23
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Kearny Financial Corp.15 Sep 23
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Malibu Boats, Inc.15 Sep 23
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
MasterCraft Boat Holdings, Inc.15 Sep 23
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
MEI Pharma, Inc.15 Sep 23
Activist Campaign Announced
DPD Note: Anson Funds-Cable Car Capital began a second campaign at MEI Pharma with an amended 13D filing (#3) reporting that the investors had nominated three candidates for election to MEI Pharma's board at the 2023 annual meeting (SC 13D/A )
MEI Pharma, Inc.15 Sep 23
Proxy Fight Director Nomination
DPD Note: Anson Funds and Cable Car Capital LLC disclosed they nominated a three-person slate for election to the company's Board at the 2024 annual meeting. The annual meeting nominations come two months after Anson and Cable Car disclosed they intend to solicit written consents to remove the company's entire Board. (SC 13D/A )
NetApp, Inc.15 Sep 23
Defense Related Stockholder Proposal
DPD Note: Vote results for September 13, 2023 annual meeting include a stockholder proposal to reduce the percent required to call a special meeting from 25% to 20% and eliminate the one-year holding period that did not receive a majority of votes cast and was not approved. (8-K )
Performance Shipping Inc.15 Sep 23
Proxy Fight Director Nomination
DPD Note: Sphinx Investment Corp. disclosed it nominated a director candidate for election at the first annual meeting of stockholders to occur after September 15, 2023. Sphinx also submitted a non-binding proposal to declassify the Board. (SC 13D/A )
Phibro Animal Health Corporation15 Sep 23
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
QuinStreet, Inc.15 Sep 23
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Stratasys Ltd.15 Sep 23
Activist Campaign Announced
DPD Note: Nano Dimension began a campaign at Stratasys announcing that it opposes and intends to vote against the "value destructive" merger with Desktop Metal at the September 28, 2023 special meeting and urged shareholders to do the same (6-K )
Azenta, Inc.14 Sep 23
Activist Campaign Announced
DPD Note: Politan Capital Management began a campaign at Azenta with a 13D filing reporting that it has held discussions with management and the board on a range of company matters, including business, operations, financial condition, strategic plans and governance (SC 13D )
Cintas Corporation14 Sep 23
Exempt Solicitation
DPD Note: John Chevedden filed a Notice of Exempt Solicitation on a voluntary basis in support of his proposal requesting the company issue near and long-term science-based greenhouse gas (GHG) reduction targets aligned with a 1.5°C and summarize plans to achieve them. The proposal will be voted on at the company's October 24, 2023 annual meeting. (PX14A6G )
Hippo Holdings Inc.14 Sep 23
Activist Campaign Announced
DPD Note: Bradley L. Radoff and Etude Capital began a campaign at Hippo Holdings with a press release and board letter critical of the company's abysmal financial results and calling for a strategic review with the goal of preserving and maximizing value (Press Release )
LSI Industries Inc.14 Sep 23
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Paycor HCM, Inc.14 Sep 23
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
PFSweb, Inc.14 Sep 23
Poison Pill Amendment
DPD Note: GXO Logistics, Inc. made exempt in connection with merger agreement under which it will acquire the company (8-K )
Aehr Test Systems, Inc.13 Sep 23
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Arrow Financial Corporation13 Sep 23
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Bio-Techne Corporation13 Sep 23
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Charlotte's Web Holdings, Inc.13 Sep 23
Update:Failed Director Elections/Zombie Directors on 06/20/2023
DPD Note: 8-K to disclose the Board will not accept the resignations of directors John Held, Thomas Lardieri, Alicia Morga and Jacques Tortoroli which were tendered in accordance with the company's Majority Voting Policy after receiving more "Withhold" than votes "For" their election at the company's June 2023 annual meeting. The company stated that the withhold campaign launched by activist shareholders was "designed to circumvent the procedures and processes in place to allow shareholders to vote based on full and complete disclosure with respect to director nominees and to make an informed decision with respect to the election of directors to the Board" and as such rejected the offers to resign. (8-K )
Contango ORE, Inc.13 Sep 23
Poison Pill Renewal/Non-Renewal Plans
DPD Note: 10-K filing for the fiscal year ended June 30, 2023 discloses that the Board has approved an amendment to the Rights Agreement, extending the term by an additional year to September 23, 2024. The formal amendment has yet to be filed. (10-K )
CorMedix Inc.13 Sep 23
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
IBEX Limited13 Sep 23
Advance Notice Disclosure, Discloses AGM Date
DPD Note: The company announced it will hold the annual meeting for the fiscal year ended June 30, 2023 on December 6, 2023 (the previous AGM was held on March 21, 2023). The company provided a deadline of October 9, 2023 to submit 14a-8 proposals. The company recently ceased to qualify as a foreign private issuer and became subject to the U.S. proxy rules including 14a-8 proposals. The deadlines related to discretionary voting, universal proxy rules, and submitting business pursuant Section 79 of the Bermuda Companies Act were also provided. (10-K )
Organovo Holdings, Inc.13 Sep 23
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Procter & Gamble Company (The)13 Sep 23
Exempt Solicitation
DPD Note: Natural Resources Defense Council filed a Notice of Exempt Solicitation on a voluntary basis urging stockholders to vote against the re-election of directors Jon Moeller, Joe Jimenez, Angela Braly, and Patricia Woertz at the company's October 10, 2023 annual meeting citing the failure to deliver meaningful and robust action to address forest sourcing risk. (PX14A6G )
Radiant Logistics, Inc.13 Sep 23
Advance Notice Disclosure, Discloses AGM Date
DPD Note: The company confirmed that the 2023 annual meeting will be held November 15, 2023 and provided slightly adjusted deadlines including a nomination deadline of September 23, 2023, which is the 10th calendar day following the date of public announcement of the 2023 annual meeting date. The proxy statement filed on April 10, 2023 for the 2022 annual meeting held on May 23, 2023 annual meeting provided advance notice deadlines based on an anticipated 2023 annual meeting date of on or about November 15, 2023. (10-K )
Sleep Number Corporation13 Sep 23
Governance/Defense Controversy/Criticism
DPD Note: Stadium Capital Management, LLC issued a press release containing a letter to the Board critical of the company's underperformance and poor corporate governance practices including the classified Board. (Press Release )
Stratasys Ltd.13 Sep 23
Activist Campaign Announced
DPD Note: 3D Systems began a campaign at Stratasys urging shareholders to vote against the company's "value-destructive" merger with Desktop Metal at the September 28, 2023 special meeting to send a message to the board to accept its competing offer (425 )
Cintas Corporation12 Sep 23
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Dianthus Therapeutics, Inc.12 Sep 23
Corporate Governance Guidelines
• Exhibit: Corporate Governance Guidelines (Co. Website )
Global Net Lease, Inc.12 Sep 23
Poison Pill Amendment, Poison Pill Termination (proactive)
DPD Note: Accelerate expiration date from April 8, 2024 to September 12, 2023 (8-A12B/A )
John B. Sanfilippo & Son, Inc.12 Sep 23
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Kennametal Inc.12 Sep 23
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
MariaDB plc12 Sep 23
Activist Campaign Announced
DPD Note: Runa Capital Advisors began a campaign with a letter to MariaDB's board conveying its opposition to the company entering into highly dilutive equity financing to fund its capital needs and wants the company to pursure alternative debt financing options (SC 13D )
Molecular Templates, Inc.12 Sep 23
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
TKO Group Holdings, Inc.12 Sep 23
Corporate Governance Guidelines
• Exhibit: Corporate Governance Guidelines (Co. Website )
CBL & Associates Properties, Inc.11 Sep 23
Poison Pill Expiration
DPD Note: On September 8, 2023, 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 )

IPO Activity

Kindly MD, Inc.20 Sep 23
Registration Statement Filed
Kindly MD, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
REV Renewables, Inc.20 Sep 23
IPO Withdrawn
REV Renewables, Inc. withdrew its initial public offering
Klaviyo, Inc.20 Sep 23
Underwriting Discount Disclosed
The underwriters received a discount of $1.6782 per share (a gross spread of 5.59%) and a total of $32.2 mil for underwriting Klaviyo, Inc.'s IPO
Klaviyo, Inc.20 Sep 23
IPO Price Disclosed
Klaviyo, Inc. set the price of its initial public offering of 19,200,000 shares of Series A common stock at $30.00 per share, above the high end of the $27.00 to $29.00 anticipated price range for gross proceeds of $576 mil
Davis Commodities Limited20 Sep 23
Underwriting Discount Disclosed
The underwriters received a discount of $0.18 per share (a gross spread of 4.5%) and a total of $195,750 for underwriting Davis Commodities Limited's IPO
Davis Commodities Limited20 Sep 23
IPO Price Disclosed
Davis Commodities Limited set the price of its initial public offering of 1,087,500 ordinary shares at $4.00 per share, at the low end of the $4.00 to $4.50 anticipated price range for gross proceeds to the company of $4.35 mil
Instacart, Inc.20 Sep 23
Underwriting Discount Disclosed
The underwriters received a discount of $1.65 per share (a gross spread of 5.5%) and a total of $36.3 mil for underwriting Instacart, Inc.'s IPO
Instacart, Inc.20 Sep 23
IPO Price Disclosed
Instacart, Inc. set the price of its initial public offering of 22,000,000 shares of common stock at $30.00 per share, at the high end of the $28.00 to $30.00 anticipated price range for gross proceeds of $660 mil
Klaviyo, Inc.19 Sep 23
Registration Statement Declared Effective
Klaviyo, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
J-Star Holding Co., Ltd.19 Sep 23
Shares Offered Decreased
J-Star Holding Co., Ltd. decreased the number of ordinary shares to be offered to 2,500,000 shares from 4,000,000 shares
SolarJuice Co., Ltd.19 Sep 23
Other IPO Related
SolarJuice Co., Ltd. removed terms for its IPO, previously the company had planned an issuance of 3,000,000 ordinary shares at an anticipated price range of $5.00 to $6.00 per share
FreeCast, Inc.19 Sep 23
IPO Withdrawn
The SEC filed a staff letter indicating that the registration statement related to this IPO be declared abandoned given that the registration statement has been on file for more than nine months and has not yet become effective
Klaviyo, Inc.18 Sep 23
Price Range Increased
Klaviyo, Inc. increased the anticipated price range for its IPO to between $27.00 and $29.00 per share from an anticipated price range of $25.00 to $27.00 per share
Davis Commodities Limited18 Sep 23
Registration Statement Declared Effective
Davis Commodities Limited's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Instacart, Inc.18 Sep 23
Registration Statement Declared Effective
Instacart, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
RayzeBio, Inc.18 Sep 23
Underwriting Discount Disclosed
The underwriters received a discount of $1.26 per share (a gross spread of 7%) and a total of $21.8 mil for underwriting RayzeBio, Inc.'s IPO
RayzeBio, Inc.18 Sep 23
IPO Price Disclosed
RayzeBio, Inc. set the price of its initial public offering of 17,277,600 shares of common stock at $18.00 per share, at the the high end of the $16.00 to $18.00 anticipated price range for gross proceeds of $311 mil
Republic Power Group Limited18 Sep 23
Shares Offered Decreased
Republic Power Group Limited decreased the number of ordinary shares to be offered to 2,010,000 shares from 4,000,000 shares with Republic Power offering 1,280,000 shares and selling stockholders now offering 730,000 shares
Republic Power Group Limited18 Sep 23
Price Range Increased
Republic Power Group Limited increased the anticipated price range for its IPO to $5.00 to $6.00 per ordinary share from $4.00 to $6.00 per share
Neumora Therapeutics, Inc.18 Sep 23
Underwriting Discount Disclosed
The underwriters received a discount of $1.19 per share (a gross spread of 7%) and a total of $17.5 mil for underwriting Neumora Therapeutics, Inc.'s IPO
Neumora Therapeutics, Inc.18 Sep 23
IPO Price Disclosed
Neumora Therapeutics, Inc. set the price of its initial public offering of 14,710,000 shares of common stock at $17.00 per share, at the midpoint of the $16.00 to $18.00 anticipated price range for gross proceeds to the company of $250 mil
Turbo Energy, S.A.18 Sep 23
Shares Offered Disclosed
Turbo Energy, S.A.disclosed that they will offer 1,000,000 ADS to the public with each ADS now representing 5 ordinary shares
Instacart, Inc.15 Sep 23
Price Range Increased
Instacart, Inc. increased the anticipated price range for its IPO to $28.00 to $30.00 per share from $26.00 to $28.00 per share
RayzeBio, Inc.15 Sep 23
Shares Offered Increased
RayzeBio, Inc. increased the number of shares offered to 17,277,600 shares from 14,398,000 shares with the company offering 16,114,600 shares and the selling shareholders continuing to offer 1,163,000 shares
AI TRANSPORTATION ACQUISITION CORP15 Sep 23
Other IPO Related
AI TRANSPORTATION ACQUISITION CORP disclosed that the units to be offered now consist of one ordinary share and one right to receive 1/8 of one ordinary share
Pineapple Financial Inc.15 Sep 23
Shares Offered Decreased
Pineapple Financial Inc. decreased the number of common shares to be offered to 875,000 shares from 1,250,000 shares
Acesis Holdings Corporation15 Sep 23
Registration Statement Filed
Acesis Holdings Corporation filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Acesis Holdings Corporation15 Sep 23
Shares Offered Disclosed
Acesis Holdings Corporation disclosed plans to offer 1,700,000 shares of common stock to the public
Acesis Holdings Corporation15 Sep 23
Price Range Disclosed
Acesis Holdings Corporation set the anticipated price range for its IPO at $4.00 to $6.00 per share
RayzeBio, Inc.14 Sep 23
Registration Statement Declared Effective
RayzeBio, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Arm Holdings plc14 Sep 23
Underwriting Discount Disclosed
The underwriters received a discount of $1.02 per share (a gross spread of 2%) and a total of $97.41 mil for underwriting Arm Holdings plc's IPO
Arm Holdings plc14 Sep 23
IPO Price Disclosed
Arm Holdings plc set the price of its initial public offering of 95,500,000 ADS at $51.00 per ADS, which is at the high end of the $47.00 to $51.00 anticipated price range for gross proceeds to Softbank, the selling shareholder, of $4.87 bil
Neumora Therapeutics, Inc.14 Sep 23
Registration Statement Declared Effective
Neumora Therapeutics, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Flewber Global Inc.14 Sep 23
Shares Offered Disclosed
Flewber Global Inc. disclosed plans to offer 1,555,556 units, with each unit consisting of one share of common stock and one warrant to purchase one share of common stock
Flewber Global Inc.14 Sep 23
Price Range Disclosed
Flewber Global Inc. set the anticipated price range for its IPO at $4.00 to $5.00 per unit
Nature Wood Group Limited14 Sep 23
Shares Offered Decreased
Nature Wood Group Limited decreased the number of ADS to be offered to 750,000 ADS from 915,000 ADS
Nature Wood Group Limited14 Sep 23
Underwriting Discount Disclosed
The underwriters received a discount of $0.63 per share (a gross spread of 7%) and a total of $472,500 for underwriting Nature Wood Group Limited's IPO
Nature Wood Group Limited14 Sep 23
IPO Price Disclosed
Nature Wood Group Limited set the price of its initial public offering of 750,000 ADS at $9.00 per ADS, at the low end of the $9.00 to $11.00 anticipated price range for gross proceeds to the company of $6.75 mil
Inno Holdings Inc.14 Sep 23
Shares Offered Disclosed
Inno Holdings Inc. disclosed plans to offer 2,500,000 shares of common stock to the public
Inno Holdings Inc.14 Sep 23
Price Range Disclosed
Inno Holdings Inc. set the anticipated price range for its IPO at $4.00 to $5.00 per share
Arm Holdings plc13 Sep 23
Registration Statement Declared Effective
Arm Holdings plc's registration statement was declared effective by the Securities and Exchange Commission (SEC)
SIMPPLE LTD.13 Sep 23
Shares Offered Decreased
SIMPPLE LTD. decreased the number of ordinary shares to be offered to 1,602,000 shares from 1,625,000 shares
SIMPPLE LTD.13 Sep 23
Underwriting Discount Disclosed
The underwriters received a discount of $0.39375 per share (a gross spread of 7.5%) and a total of $630,788 for underwriting SIMPPLE LTD.'s IPO
SIMPPLE LTD.13 Sep 23
IPO Price Disclosed
SIMPPLE LTD. set the price of its initial public offering of 1,602,000 shares at $5.25per share, which was at the low end of the $5.25 to $6.25 anticipated price range for gross proceeds to the company of $8.4 mil
First Person Ltd.13 Sep 23
Shares Offered Increased
First Person Ltd. increased the shares offered in its IPO to 1,900,000 common shares, previously the company disclosed an offering of 1,500,000 shares
Birkenstock Holding Limited12 Sep 23
Registration Statement Filed
Birkenstock Holding Limited filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
SIMPPLE LTD.12 Sep 23
Registration Statement Declared Effective
SIMPPLE LTD.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Adlai Nortye Ltd.12 Sep 23
Other IPO Related
Adlai Nortye Ltd removed terms regarding shares offered and anticipated price range in a new filing amendment, after previously disclosing plans to offer 3,000,000 ADS at a price range of $22 to $26 per share
Klaviyo, Inc.11 Sep 23
Shares Offered Disclosed
Klaviyo, Inc. disclosed plans to offer 19,200,000 shares of Series A common stock to the public with the company selling 11,507,693 shares and selling shareholders selling 7,692,307 shares
Klaviyo, Inc.11 Sep 23
Price Range Disclosed
Klaviyo, Inc. set the anticipated price range for its IPO at $25.00 to $27.00 per share
Instacart, Inc.11 Sep 23
Shares Offered Disclosed
Instacart, Inc. disclosed plans to offer 22,000,000 shares of common stock to the public in its IPO with the company offering 14,100,000 and selling shareholders offering 7,900,000 shares
Instacart, Inc.11 Sep 23
Price Range Disclosed
Instacart, Inc. set the anticipated price range for its IPO at $26.00 to $28.00 per share
RayzeBio, Inc.11 Sep 23
Shares Offered Disclosed
RayzeBio, Inc. disclosed plans to offer 14,398,000 shares of common stock to the public in its IPO with the company offering 13,235,000 and a selling shareholder offering 1,163,000 shares
RayzeBio, Inc.11 Sep 23
Price Range Disclosed
RayzeBio, Inc. set the anticipated price range for its IPO at $16.00 to $18.00 per share
Neumora Therapeutics, Inc.11 Sep 23
Shares Offered Disclosed
Neumora Therapeutics, Inc. disclosed plans to offer 14,710,000 shares of common stock to the public
Neumora Therapeutics, Inc.11 Sep 23
Price Range Disclosed
Neumora Therapeutics, Inc. set the anticipated price range for its IPO at $16.00 to $18.00 per share
Nature Wood Group Limited11 Sep 23
Registration Statement Declared Effective
Nature Wood Group Limited's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Fenbo Holdings Limited11 Sep 23
Registration Statement Filed
Fenbo Holdings Limited filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Fenbo Holdings Limited11 Sep 23
Shares Offered Disclosed
Fenbo Holdings Limited disclosed plans to offer 1,000,000 ordinary shares to the public
Fenbo Holdings Limited11 Sep 23
Price Range Disclosed
Fenbo Holdings Limited set the anticipated price range for its IPO at $4.00 to $6.00 per ordinary share
Healthy Choice Wellness Corp.08 Sep 23
Registration Statement Filed
Healthy Choice Wellness Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Healthy Choice Wellness Corp.08 Sep 23
Shares Offered Disclosed
Healthy Choice Wellness Corp. disclosed plans to offer 400,000 shares of Class A common stock to the public
Healthy Choice Wellness Corp.08 Sep 23
Price Range Disclosed
Healthy Choice Wellness Corp. set the anticipated price for its IPO at $10.00 per share
Zerospo08 Sep 23
Shares Offered Decreased
Zerospo decreased the number of ordinary shares to be offered to 1,500,000 shares from 3,750,000 shares
Zhibao Technology Inc.08 Sep 23
Registration Statement Filed
Zhibao Technology Inc. filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Forest Acquisition Corp08 Sep 23
IPO Withdrawn
Forest Acquisition Corp withdrew its initial public offering
Courtside Group, Inc.08 Sep 23
Other IPO Related
Courtside Group, Inc. (d/b/a PodcastOne) completed its direct listing and opened trading on the NYSE at $4.30 per share for gross proceeds of $44.3 mil
Courtside Group, Inc.07 Sep 23
Registration Statement Declared Effective
Courtside Group, Inc.'s (d/b/a PodcastOne) registration statement was declared effective by the Securities and Exchange Commission (SEC)
Youxin Technology Ltd07 Sep 23
Registration Statement Filed
Youxin Technology Ltd filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Youxin Technology Ltd07 Sep 23
Shares Offered Disclosed
Youxin Technology Ltd disclosed plans to offer 2,000,000 Class A ordinary shares to the public
Youxin Technology Ltd07 Sep 23
Price Range Disclosed
Youxin Technology Ltd set the anticipated price for its IPO at $4.00 per Class A ordinary share
Solowin Holdings07 Sep 23
Shares Offered Decreased
Solowin Holdings decreased the number of ordinary shares to be offered to 2,000,000 from 2,500,000 shares
Solowin Holdings07 Sep 23
Underwriting Discount Disclosed
The underwriters received a discount of $0.32 per share (a gross spread of 8%) and a total of $640,000 for underwriting Solowin Holdings' IPO
Solowin Holdings07 Sep 23
IPO Price Disclosed
Solowin Holdings set the price of its initial public offering of 2,000,000 shares at $4.00 per share, which was at the low end of the $4.00 to $6.00 anticipated price range for gross proceeds to the company of $8 mil
Solowin Holdings06 Sep 23
Registration Statement Declared Effective
Solowin Holdings' registration statement was declared effective by the Securities and Exchange Commission (SEC)
Smith Douglas Homes Corp.06 Sep 23
Registration Statement Filed
Smith Douglas Homes Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Aquarius I Acquisition Corp.06 Sep 23
IPO Withdrawn
The SEC filed a staff letter indicating that the registration statement related to this IPO be declared abandoned given that the registration statement has been on file for more than nine months and has not yet become effective
EMulate Therapeutics, Inc.06 Sep 23
Shares Offered Decreased
EMulate Therapeutics, Inc. disclosed the company will now offer 2,300,000 shares of common stock to the public, previously it disclosed an offering of 2,500,000
Arm Holdings plc05 Sep 23
Shares Offered Disclosed
Arm Holdings plc disclosed plans to offer 95,500,000 American Depositary Shares (ADS) with each ADS representing one ordinary share
Arm Holdings plc05 Sep 23
Price Range Disclosed
Arm Holdings plc set the anticipated price range for its IPO at $47.00 to $51.00 per ADS
Syra Health Corp.05 Sep 23
Shares Offered Decreased
Syra Health Corp. disclosed that it is now offering 1,500,000 units; previously the company disclosed an offering of 2,000,000 units
Elate Group, Inc.05 Sep 23
Shares Offered Increased
Elate Group, Inc. increased the number of Class A shares to be offered to 1,437,500 shares from 1,000,000 shares
Elate Group, Inc.05 Sep 23
Price Range Decreased
Elate Group, Inc. decreased the anticipated price range for its IPO to $4.00 per share from $5.00 to $7.00 per share
Garden Stage Limited05 Sep 23
Shares Offered Decreased
Garden Stage Limited disclosed that the company will now offer 2,00,000 ordinary shares to the public, with the selling shareholders now offering shares via separate prospectus
Garden Stage Limited05 Sep 23
Price Range Increased
Garden Stage Limited increased the anticipated price range for its IPO to $4.00 $5.00 per share from a price of $4.00 per share
Richtech Robotics Inc.01 Sep 23
Shares Offered Disclosed
Richtech Robotics Inc. disclosed plans to offer 1,600,000 shares of Class B common stock to the public
Richtech Robotics Inc.01 Sep 23
Price Range Disclosed
Richtech Robotics Inc. set the anticipated price range for its IPO at $4.00 to $6.00 per share
Linkage Global Inc01 Sep 23
Registration Statement Filed
Linkage Global Inc filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Linkage Global Inc01 Sep 23
Shares Offered Disclosed
Linkage Global Inc disclosed plans to offer 1,500,000 ordinary shares to the public
Linkage Global Inc01 Sep 23
Price Range Disclosed
Linkage Global Inc set the anticipated price range for its IPO at $4.00 to $6.00 per ordinary share
Scripps Safe, Inc.01 Sep 23
Shares Offered Increased
Scripps Safe, Inc. disclosed that they will now offer 2,115,000 shares of common stock to the public; previously they disclosed an offering of 1,200,000 shares
Ryde Group Ltd31 Aug 23
Registration Statement Filed
Ryde Group Ltd filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Inspire Veterinary Partners, Inc.31 Aug 23
Underwriting Discount Disclosed
The underwriters received a discount of $0.32 per share (a gross spread of 8%) and a total of $512,000 for underwriting Inspire Veterinary Partners, Inc.'s IPO
Inspire Veterinary Partners, Inc.31 Aug 23
IPO Price Disclosed
Inspire Veterinary Partners, Inc. set the price of its initial public offering of 1,600,000 shares at $4.00 per share, which was at the low end of the $4.00 to $6.00 anticipated price range for gross proceeds to the company of $6.4 mil
CardieX Limited30 Aug 23
Shares Offered Disclosed
CardieX Limited disclosed plans to offer 1,333,333 American Depositary Shares, representing 100,000,000 ordinary shares, in its IPO
CardieX Limited30 Aug 23
Price Range Disclosed
CardieX Limited set the anticipated price range for its IPO at $7.50 to $8.00 per ADS
Global Engine Group Holding Limited30 Aug 23
Shares Offered Increased
Global Engine Group Holding Limited increased the number of ordinary shares to be offered to 3,000,000 from 2,000,000 shares
Innovation Beverage Group Limited29 Aug 23
Price Range Increased
Innovation Beverage Group Limited increased the anticipated price for its IPO to $4.125 per unit from $4.00 per unit
Inspire Veterinary Partners, Inc.29 Aug 23
Registration Statement Declared Effective
Inspire Veterinary Partners, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Klaviyo, Inc.25 Aug 23
Registration Statement Filed
Klaviyo, Inc. filed for an initial public offering with its filing of an S-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..