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Latest Spotlights

The Dramatic Rise in Asian IPO Filers

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

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

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

SPAC Market Study - Activism & M&A Update 2024

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

A Review of Proxy Fight Outcomes Under the Universal Proxy Rules

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

The Purpose of Poison Pills

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

IPO Breaks Drought for New Publicly Traded Public Benefit Corporations

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

Latest Trends in Antitrust Termination Fees

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

IPO Doldrums

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

Latest Trends in Antitrust Termination Fees

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

SPAC Market Study 2022 – 1st Quarter Update

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

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

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

SPAC Market Study 2021 – 3rd Quarter Update

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

SPAC Market Study 2021 – 2nd Quarter Update

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

Special Purpose Acquisition Company (SPAC) Market Study 2021

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

Update on the Prevalence of SPAC IPOs

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

Increasing Prevalence and Size of SPAC IPOs

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

Observations on Recent Poison Pill Activity

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

Coronavirus Pandemic's Impact on Stock Swap Valuations

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

Corporate America's Medicine Against Coronavirus

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

Coronavirus Impact on M&A Agreement Drafting

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

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

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


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

Market Leaders - U.S. Public Mergers

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

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

M&A Adviser Fee Watch

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

Corporate Governance Activity

Accolade, Inc.21 Jun 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Albertsons Companies, Inc.21 Jun 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Allied Gaming & Entertainment Inc.21 Jun 24
Poison Pill Exemption/Carveout/Waiver Announcement
DPD Note: The company disclosed it will allow Knighted Pastures LLC and Roy Choi to acquire additional shares of common stock up to an amount equal to the same equity ownership level as Ourgame International Holding Limited without triggering the exercise rights provided under the rights plan. The company reported in its March 2024 10-K that Ourgame, through Primo Vital Limited, beneficially owned approximately 31% of the company's outstanding common stock. (8-K )
Aon plc21 Jun 24
Corporate Governance Guidelines
• Exhibit: Corporate Governance Guidelines (Co. Website )
Aon plc21 Jun 24
Other Board Committee Charter
• Exhibit: Inclusion & Wellbeing Sub-Committee Charter (Co. Website )
Brown-Forman Corporation21 Jun 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
ContextLogic Inc.21 Jun 24
Poison Pill Ratify Proposal
DPD Note: Vote results for June 18, 2024 annual meeting include the approval, on an advisory basis, of the adoption of the Tax Benefits Preservation Plan. (8-K )
CorVel Corporation21 Jun 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
EuroDry Ltd.21 Jun 24
Definitive Proxy (Advance Notice Annual Disclosure)
(6-K )
Helen of Troy Limited21 Jun 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Hudson Global, Inc.21 Jun 24
Poison Pill Amendment
DPD Note: Extend expiration date from October 15, 2024 to October 15, 2027 (subject to stockholder approval at the 2024 annual meeting or the plan will expire on the first business day following the certification of the voting results of the meeting) (8-K )
Mastercard Incorporated21 Jun 24
Defense Related Stockholder Proposal
DPD Note: Vote results for June 18, 2024 annual meeting include a stockholder proposal to amend the company's director election resignation bylaw to require the resignation be effective absent the finding of a compelling reason and to mandate the resignation of a "holdover" director that fails to be re-elected at the next annual meeting shareholder that failed to receive a majority of votes cast and was not approved. (8-K )
Match Group, Inc.21 Jun 24
Corporate Governance Guidelines
• Exhibit: Corporate Governance Guidelines (Co. Website )
Match Group, Inc.21 Jun 24
Nominating and Corporate Governance Committee Charter
• Exhibit: Nominating and Corporate Governance Committee Charter (Co. Website )
McKesson Corporation21 Jun 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Ralph Lauren Corporation21 Jun 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Sunrun Inc.21 Jun 24
Failed Say On Pay
DPD Note: At the company's June 18, 2024 annual meeting, a majority of the votes cast were against the approval of the company's say on pay proposal. (8-K )
Thermon Group Holdings, Inc.21 Jun 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
WAVE Life Sciences Ltd.21 Jun 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
374Water Inc.20 Jun 24
Advance Notice Disclosure
DPD Note: ssssss (8-K )
American Superconductor Corporation20 Jun 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Biogen Inc.20 Jun 24
Audit Committee Charter
• Exhibit: Audit Committee Charter (Co. Website )
Biogen Inc.20 Jun 24
Nominating and Corporate Governance Committee Charter
• Exhibit: Corporate Governance Committee Charter (Co. Website )
Cannae Holdings, Inc.20 Jun 24
Reincorporation
DPD Note: Reincorporation in Nevada from Delaware. (8-K )
Dollar Tree, Inc.20 Jun 24
Audit Committee Charter
• Exhibit: Audit Committee Charter (Co. Website )
Dollar Tree, Inc.20 Jun 24
Compensation Committee Charter
• Exhibit: Compensation Committee Charter (Co. Website )
Dollar Tree, Inc.20 Jun 24
Corporate Governance Guidelines
• Exhibit: Corporate Governance Guidelines (Co. Website )
Dollar Tree, Inc.20 Jun 24
Nominating and Corporate Governance Committee Charter
• Exhibit: Nominating and Governance Committee Charter (Co. Website )
eBay Inc.20 Jun 24
Audit Committee Charter
• Exhibit: Audit Committee Charter (Co. Website )
eBay Inc.20 Jun 24
Compensation Committee Charter
• Exhibit: Compensation and Human Capital Committee Charter (Co. Website )
eBay Inc.20 Jun 24
Other Board Committee Charter
• Exhibit: Risk Committee Charter (Co. Website )
Equity Residential20 Jun 24
Compensation Committee Charter
• Exhibit: Compensation Committee Charter (Co. Website )
Equity Residential20 Jun 24
Nominating and Corporate Governance Committee Charter
• Exhibit: Corporate Governance Committee Charter (Co. Website )
GLOBALFOUNDRIES Inc.20 Jun 24
Definitive Proxy (Advance Notice Annual Disclosure)
(6-K )
Hawkins, Inc.20 Jun 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
HomeStreet, Inc.20 Jun 24
Failed Say On Pay
DPD Note: At the June 18, 2024 annual meeting, a majority of the votes cast were against the approval on an advisory basis of certain compensation that may become payable to the company's named executive officers in connection with the transactions contemplated by the Merger Agreement ("say on parachute" vote). (8-K )
LL Flooring Holdings, Inc.20 Jun 24
Exempt Solicitation
DPD Note: Jerald A. Hammann filed a Notice of Exempt Solicitation on a voluntary basis reporting that he will not distribute proxy materials ahead of the company's July 10, 2024 annual meeting or solicit proxies from more than ten stockholders but encouraged stockholders to support his candidacy on either the company's or F9 Investments' universal proxy card. Mr. Hammann cited the need for a fresh stockholder-friendly perspective on the Board and his lack of conflicts. The company previously filed a preliminary proxy statement for the meeting reporting that Mr. Hammann notified the Board of his intention to self-nominate at the 2024 annual meeting. (PX14A6G )
Nexstar Media Group, Inc.20 Jun 24
Failed Say On Pay
DPD Note: At the company's June 18, 2024 annual meeting, a majority of the votes cast were against the approval of the company's say on pay proposal. (8-K )
Oramed Pharmaceuticals Inc.20 Jun 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Park Aerospace Corp.20 Jun 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Regeneron Pharmaceuticals, Inc.20 Jun 24
Defense Related Stockholder Proposal
DPD Note: Vote results for June 14, 2024 annual meeting include a stockholder proposal to eliminate supermajority vote requirements that received a majority of votes cast and was approved. (8-K )
Skyline Champion Corporation20 Jun 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Vestis Corporation20 Jun 24
Advance Notice Disclosure, Discloses AGM Date
DPD Note: The company disclosed the date of the 2025 annual meeting and provided a 14a-8 proposal deadline of September 29, 2024 and a submission window of September 29, 2024 to October 29, 2024 for non-14a-8 proposals and nominations including proxy access. This is the company's first annual meeting as a public company after it was spun-off from Aramark in October 2023. (8-K )
Vestis Corporation20 Jun 24
Settlement/Standstill
DPD Note: The company entered into a letter agreement with Corvex Management LP under which its founder, Keith A. Meister, will be appointed to the Board effective immediately. The agreement includes customary standstill restrictions. In a previous 13D filing, Corvex disclosed that it intends to discuss a broad range of value-creating opportunities with management and the Board. (8-K )
Avadel Pharmaceuticals plc18 Jun 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
EnerSys18 Jun 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Exela Technologies, Inc.18 Jun 24
Failed Director Elections/Zombie Directors, Failed Say On Pay
DPD Note: At the company's June 13, 2024 annual meeting, a majority of the votes cast were withheld from three of the five company directors up for election at the meeting. J. Coley Clark and Par S. Chadha were elected under the company's plurality vote standard (votes withheld had no effect on the election). At the same meeting, a majority of the votes cast were against the approval of the company's say on pay proposal. (8-K )
G-III Apparel Group, Ltd.18 Jun 24
Failed Say On Pay
DPD Note: At the company's June 18, 2024 annual meeting, a majority of the votes cast were against the approval of the company's say on pay proposal. The company stated that it "values the opinions of its stockholders and will continue to solicit their views on its executive compensation program" and that it would "consider the results of this advisory vote and its continuing stockholder outreach in making future decisions on named executive officer compensation". (8-K )
Heliogen, Inc.18 Jun 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Lyra Therapeutics, Inc.18 Jun 24
Governing Documents Filing (Refiling)
• Exhibit: Charter Amended/Restated Effective 05/05/2020 (8-K )
Mastercard Incorporated18 Jun 24
Audit Committee Charter
• Exhibit: Audit Committee Charter (Co. Website )
Mastercard Incorporated18 Jun 24
Compensation Committee Charter
• Exhibit: Human Resources and Compensation Committee Charter (Co. Website )
Mastercard Incorporated18 Jun 24
Nominating and Corporate Governance Committee Charter
• Exhibit: Nominating and Corporate Governance Committee Charter (Co. Website )
Mastercard Incorporated18 Jun 24
Other Board Committee Charter
• Exhibit: Risk Committee Charter (Co. Website )
MetLife, Inc.18 Jun 24
Audit Committee Charter
• Exhibit: Audit Committee Charter (Co. Website )
MetLife, Inc.18 Jun 24
Compensation Committee Charter
• Exhibit: Compensation Committee Charter (Co. Website )
MetLife, Inc.18 Jun 24
Corporate Governance Guidelines
• Exhibit: Corporate Governance Guidelines (Co. Website )
MetLife, Inc.18 Jun 24
Nominating and Corporate Governance Committee Charter
• Exhibit: Governance and Corporate Responsibility Committee Charter (Co. Website )

IPO Activity

Ardent Health Partners, Inc.21 Jun 24
Registration Statement Filed
Ardent Health Partners, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Black Spade Acquisition II Co21 Jun 24
Registration Statement Filed
Black Spade Acquisition II Co filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Black Spade Acquisition II Co21 Jun 24
Shares Offered Disclosed
Black Spade Acquisition II Co disclosed plans to offer 15,000,000 units, with each unit consisting of one Class A ordinary share and one-third of one redeemable warrant
Black Spade Acquisition II Co21 Jun 24
Underwriting Discount Disclosed
The underwriters received a discount of $0.50 per unit (a gross spread of 5%) and a total of $7.5 mil for underwriting Black Spade Acquisition II Co's IPO
Black Spade Acquisition II Co21 Jun 24
Other IPO Related
Black Spade Acquisition II Co disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Linkhome Holdings Inc.21 Jun 24
Registration Statement Filed
Linkhome Holdings Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Rectitude Holdings Ltd21 Jun 24
Underwriting Discount Disclosed
The underwriters received a discount of $0.28 per share (a gross spread of 7%) and a total of $560,000 mil for underwriting Rectitude Holdings Ltd's IPO
Rectitude Holdings Ltd21 Jun 24
IPO Price Disclosed
Rectitude Holdings Ltd set the price of its initial public offering of 2,000,000 shares of common stock at $4.00 per share, within the anticipated price range, for gross proceeds of $8 mil
ZJK Industrial Co., Ltd.21 Jun 24
Registration Statement Filed
ZJK Industrial Co., Ltd. filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
ZJK Industrial Co., Ltd.21 Jun 24
Shares Offered Disclosed
ZJK Industrial Co., Ltd. disclosed plans to offer 1,000,000 ordinary shares to the public in its IPO
ZJK Industrial Co., Ltd.21 Jun 24
Price Range Disclosed
ZJK Industrial Co., Ltd. set the anticipated price range for its IPO at $4.00 to $6.00 per share
Rectitude Holdings Ltd20 Jun 24
Registration Statement Declared Effective
Rectitude Holdings Ltd's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Future Vision II Acquisition Corp.20 Jun 24
Registration Statement Filed
Future Vision II Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Future Vision II Acquisition Corp.20 Jun 24
Price Range Disclosed
Future Vision II Acquisition Corp. disclosed plans to offer 5,000,000 units in its IPO, with each consisting of one ordinary share and 1/10 of one right to purchase one ordinary share
Future Vision II Acquisition Corp.20 Jun 24
Underwriting Discount Disclosed
The underwriters received a discount of $0.45 per share (a gross spread of 4.5%) and a total of $2.25 mil for underwriting Future Vision II Acquisition Corp.'s IPO
Future Vision II Acquisition Corp.20 Jun 24
Other IPO Related
Future Vision II Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per share
Aureus Greenway Holdings Inc.20 Jun 24
Registration Statement Filed
Aureus Greenway Holdings Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Aureus Greenway Holdings Inc.20 Jun 24
Shares Offered Disclosed
Aureus Greenway Holdings Inc. disclosed plans to offer 3,750,000 shares of common stock in its IPO, with the company offering 3,000,000 shares and selling shareholders selling 750,000
Aureus Greenway Holdings Inc.20 Jun 24
Price Range Disclosed
Aureus Greenway Holdings Inc. set the anticipated price range for its IPO at between $4.00 and $6.00 per share
F3 Platform Biologics, Inc.20 Jun 24
IPO Withdrawn
F3 Platform Biologics, Inc. withdrew its initial public offering as the company has determined that prevailing market conditions are unfavorable for an IPO at this time
Flag Ship Acquisition Corporation18 Jun 24
Registration Statement Declared Effective
Flag Ship Acquisition Corporation's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Lionheart Holdings18 Jun 24
Other IPO Related
The underwriters received a discount of $0.60 per unit (a gross spread of 6%) and a total of $12 mil for underwriting Lionheart Holdings' IPO
SilverBox Corp IV18 Jun 24
Registration Statement Filed
SilverBox Corp IV filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
SilverBox Corp IV18 Jun 24
Shares Offered Disclosed
SilverBox Corp IV disclosed plans to offer 20,000,000 units, with each unit consisting of one Class A ordinary share and one-third of one redeemable warrant
SilverBox Corp IV18 Jun 24
Underwriting Discount Disclosed
The underwriters received a discount of $0.60 per unit (a gross spread of 6%) and a total of $12 mil for underwriting SilverBox Corp IV's IPO
SilverBox Corp IV18 Jun 24
Other IPO Related
SilverBox Corp IV disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
YSX Tech. Co., Ltd18 Jun 24
Registration Statement Filed
YSX Tech. Co., Ltd filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
YSX Tech. Co., Ltd18 Jun 24
Shares Offered Disclosed
YSX Tech. Co., Ltd disclosed plans to offer 1,250,000 Class A ordinary shares to the public in its IPO
YSX Tech. Co., Ltd18 Jun 24
Price Range Disclosed
YSX Tech. Co., Ltd set the anticipated price range for its IPO at between $4.00 and $6.00 per share
HCM II Acquisition Corp.18 Jun 24
Registration Statement Filed
HCM II Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
HCM II Acquisition Corp.18 Jun 24
Shares Offered Disclosed
HCM II Acquisition Corp. disclosed plans to offer 20,000,000 units, with each unit consisting of one Class A ordinary share and one-half of one redeemable warrant
HCM II Acquisition Corp.18 Jun 24
Underwriting Discount Disclosed
The underwriters received a discount of $0.65 per unit (a gross spread of 6.5%) and a total of $13 mil for underwriting HCM II Acquisition Corp.'s IPO
HCM II Acquisition Corp.18 Jun 24
Other IPO Related
HCM II Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Voyager Acquisition Corp.18 Jun 24
Registration Statement Filed
Voyager Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Voyager Acquisition Corp.18 Jun 24
Shares Offered Disclosed
Voyager Acquisition Corp. disclosed plans to offer 26,100,000 units, with each unit consisting of one Class A ordinary share and one-half of one redeemable warrant
Voyager Acquisition Corp.18 Jun 24
Underwriting Discount Disclosed
The underwriters received a discount of $0.65 per unit (a gross spread of 6.5%) and a total of approximately $17 mil for underwriting Voyager Acquisition Corp.'s IPO
Voyager Acquisition Corp.18 Jun 24
Other IPO Related
Voyager Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
YUKAI Health Group Limited18 Jun 24
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
Yi Po International Holdings Limited18 Jun 24
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
Li Bang International Corporation Inc.18 Jun 24
Shares Offered Decreased
Li Bang International Corporation Inc. decreased the number of ordinary shares to be offered to 1,600,000 shares from 5,000,000 shares
Li Bang International Corporation Inc.18 Jun 24
Shares Offered Increased
Li Bang International Corporation Inc. increased the anticipated price range for its IPO to $5.00 to $6.00 per share from $4.00 to $6.00 per share
Brag House Holdings, Inc.18 Jun 24
Registration Statement Filed
Brag House Holdings, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Brag House Holdings, Inc.18 Jun 24
Shares Offered Disclosed
Brag House Holdings, Inc. disclosed plans to offer 1,600,000 shares of common stock in its IPO
Brag House Holdings, Inc.18 Jun 24
Price Range Disclosed
Brag House Holdings, Inc. set the anticipated price for its IPO at $5.00 per share
Lionheart Holdings17 Jun 24
Registration Statement Declared Effective
Lionheart Holdings' registration statement was declared effective by the Securities and Exchange Commission (SEC)
Melar Acquisition Corp. I17 Jun 24
Registration Statement Declared Effective
Melar Acquisition Corp. I's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Tamboran Resources Corporation17 Jun 24
Shares Offered Disclosed
Tamboran Resources Corporation disclosed plans to offer 6,500,000 shares of common stock in its IPO
Tamboran Resources Corporation17 Jun 24
Price Range Disclosed
Tamboran Resources Corporation set the anticipated price range for its IPO at between $24.00 and $27.00 per share
Tavia Acquisition Corp.17 Jun 24
Registration Statement Filed
Tavia Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Tavia Acquisition Corp.17 Jun 24
Shares Offered Disclosed
Tavia Acquisition Corp. disclosed plans to offer 17,500,000 units, with each unit consisting of one-half of one ordinary share, one-half of one convertible preferred share, and one-half of one warrant
Tavia Acquisition Corp.17 Jun 24
Underwriting Discount Disclosed
The underwriters received a discount of $0.20 per unit (a gross spread of 2%) and a total of $3.5 mil for underwriting Tavia Acquisition Corp.'s IPO
Tavia Acquisition Corp.17 Jun 24
Other IPO Related
Tavia Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
SIM Acquisition Corp. I17 Jun 24
Registration Statement Filed
SIM Acquisition Corp. I filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
SIM Acquisition Corp. I17 Jun 24
Shares Offered Disclosed
SIM Acquisition Corp. I disclosed plans to offer 20,000,000 units, with each unit consisting of one Class A ordinary share and one-half of one redeemable warrant
SIM Acquisition Corp. I17 Jun 24
Underwriting Discount Disclosed
The underwriters received a discount of $0.65 per unit (a gross spread of 6.5%) and a total of $13 mil for underwriting SIM Acquisition Corp. I's IPO
SIM Acquisition Corp. I17 Jun 24
Other IPO Related
SIM Acquisition Corp. I disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
WEBTOON Entertainment Inc.17 Jun 24
Shares Offered Disclosed
WEBTOON Entertainment Inc. disclosed plans to offer 15,000,000 shares of common stock in its IPO
WEBTOON Entertainment Inc.17 Jun 24
Price Range Disclosed
WEBTOON Entertainment Inc. set the anticipated price range for its IPO at between $18.00 and $21.00 per share
ZHONG SHI INTERNATIONAL LIMITED17 Jun 24
Registration Statement Filed
ZHONG SHI INTERNATIONAL LIMITED filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
LandBridge Company LLC17 Jun 24
Shares Offered Disclosed
LandBridge Company LLC disclosed plans to offer 14,500,000 Class A shares in its IPO
LandBridge Company LLC17 Jun 24
Price Range Increased
LandBridge Company LLC set the anticipated price range for its IPO at between $19.00 and $22.00 per share
Tempus AI, Inc.17 Jun 24
Underwriting Discount Disclosed
The underwriters received a discount of $2.59 per share (a gross spread of 7%) and a total of approximately $28.75 mil for underwriting Tempus AI, Inc.'s IPO
Tempus AI, Inc.17 Jun 24
IPO Price Disclosed
Tempus AI, Inc. set the price of its initial public offering of 11,100,000 shares of common stock at $37.00 per share, within the anticipated price range, for gross proceeds of $410.7 mil
Unitrend Entertainment Group Limited17 Jun 24
Registration Statement Filed
Unitrend Entertainment Group Limited filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Unitrend Entertainment Group Limited17 Jun 24
Shares Offered Disclosed
Unitrend Entertainment Group Limited disclosed plans to offer 1,250,000 Class A ordinary shares to the public in its IPO
Unitrend Entertainment Group Limited17 Jun 24
Price Range Disclosed
Unitrend Entertainment Group Limited set the anticipated price range for its IPO at between $4.00 and $5.00 per share
Concentra Group Holdings Parent, Inc.14 Jun 24
Registration Statement Filed
Concentra Group Holdings Parent, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
CF Acquisition Corp. A14 Jun 24
Registration Statement Filed
CF Acquisition Corp. A filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
CF Acquisition Corp. A14 Jun 24
Shares Offered Disclosed
CF Acquisition Corp. A disclosed plans to offer 10,000,000 Class A ordinary shares in its IPO
CF Acquisition Corp. A14 Jun 24
Underwriting Discount Disclosed
The underwriters received a discount of $0.60 per share (a gross spread of 2%) and a total of $2 mil for underwriting CF Acquisition Corp.'s IPO
CF Acquisition Corp. A14 Jun 24
Other IPO Related
CF Acquisition Corp. A disclosed that the offer price for the Class A ordinary shares issued in its initial public offering will be $10.00 per share
Zhengye Biotechnology Holding Limited14 Jun 24
Shares Offered Disclosed
Zhengye Biotechnology Holding Limited disclosed plans to offer 1,250,000 ordinary shares to the public in its IPO
Zhengye Biotechnology Holding Limited14 Jun 24
Price Range Disclosed
Zhengye Biotechnology Holding Limited set the anticipated price range for its IPO at between $4.00 and $5.00 per share
Star Fashion Culture Holdings Limited14 Jun 24
Registration Statement Filed
Star Fashion Culture Holdings Limited filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Star Fashion Culture Holdings Limited14 Jun 24
Shares Offered Disclosed
Star Fashion Culture Holdings Limited disclosed plans to offer 3,000,000 Class A ordinary shares to the public in its IPO
Star Fashion Culture Holdings Limited14 Jun 24
Price Range Disclosed
Star Fashion Culture Holdings Limited set the anticipated price range for its IPO at between $4.00 and $5.00 per share
Telix Pharmaceuticals Limited14 Jun 24
IPO Withdrawn
Telix Pharmaceuticals Limited withdrew its initial public offering as the company has determined that prevailing market conditions are unfavorable for an IPO at this time
XJet Ltd.14 Jun 24
IPO Withdrawn
XJet Ltd withdrew its initial public offering
Tempus AI, Inc.13 Jun 24
Registration Statement Declared Effective
Tempus AI, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Launch One Acquisition Corp.13 Jun 24
Registration Statement Filed
Launch One Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Launch One Acquisition Corp.13 Jun 24
Shares Offered Disclosed
Launch One Acquisition Corp. disclosed plans to offer 20,000,000 units, with each unit consisting of one Class A ordinary share and one-half of one redeemable warrant
Launch One Acquisition Corp.13 Jun 24
Underwriting Discount Disclosed
The underwriters received a discount of $0.65 per unit (a gross spread of 6.5%) and a total of $13 mil for underwriting Launch One Acquisition Corp.'s IPO
Launch One Acquisition Corp.13 Jun 24
Other IPO Related
Launch One Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
J-Star Holding Co., Ltd.13 Jun 24
Shares Offered Decreased
J-Star Holding Co., Ltd. decreased the number of ordinary shares to be offered to 2,000,000 shares from 2,500,000 shares
Veg House Holdings Inc.13 Jun 24
IPO Withdrawn
Veg House Holdings Inc. withdrew its initial public offering after determining not to pursue its IPO at this time
NeOnc Technologies Holdings, Inc.12 Jun 24
IPO Withdrawn
NeOnc Technologies Holdings, Inc. withdrew its initial public offering after determining not to pursue it at this time
NIP Group Inc.12 Jun 24
Registration Statement Filed
NIP Group Inc. filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Actuate Therapeutics, Inc.11 Jun 24
Shares Offered Disclosed
Actuate Therapeutics, Inc. disclosed plans to offer 5,555,556 shares of common stock in its IPO
Actuate Therapeutics, Inc.11 Jun 24
Price Range Disclosed
Actuate Therapeutics, Inc. set the anticipated price range for its IPO at between $8.00 and $10.00 per share
Autozi Internet Technology (Global) Ltd.11 Jun 24
Shares Offered Increased
Autozi Internet Technology (Global) Ltd. disclosed that the company would now offer 2,500,000 Class A ordinary shares, previously the company announced an offering of 1,250,000 shares
Perceptive Capital Solutions Corp11 Jun 24
Registration Statement Declared Effective
Perceptive Capital Solutions Corp's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Huake Holding Biology Co., LTD.11 Jun 24
IPO Withdrawn
Huake Holding Biology Co., LTD. withdrew its initial public offering as the company no longer intends to pursue an IPO at this time
Centurion Acquisition Corp.10 Jun 24
Registration Statement Declared Effective
Centurion Acquisition Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Eshallgo Inc10 Jun 24
Shares Offered Decreased
Eshallgo Inc decreased the number of Class A ordinary shares to be offered to 1,250,000 shares from 1,500,000 shares
Harden Technologies Inc.10 Jun 24
Registration Statement Filed
Harden Technologies Inc. filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Harden Technologies Inc.10 Jun 24
Shares Offered Disclosed
Harden Technologies Inc. disclosed plans to offer 1,250,000 ordinary shares in its IPO
Harden Technologies Inc.10 Jun 24
Price Range Disclosed
Harden Technologies Inc. set the anticipated price range for its IPO at $4.00 to $5.00 per ordinary share
Harden Technologies Inc.10 Jun 24
IPO Withdrawn
Harden Technologies Inc. withdrew its initial public offering after determining not to pursue it at this time
PishPosh, Inc.10 Jun 24
Registration Statement Filed
PishPosh, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
PishPosh, Inc.10 Jun 24
Shares Offered Disclosed
PishPosh, Inc. disclosed plans to offer 2,168,674 units, with each unit consisting of one share of common stock and one warrant

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..