1-800-921-2004 - support@dealpointdata.com
Mergers IPOs

Latest Spotlights

2023: A Record Year for Charter and Bylaw Amendments

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

A Review of Proxy Fight Outcomes Under the Universal Proxy Rules

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

The Purpose of Poison Pills

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

IPO Breaks Drought for New Publicly Traded Public Benefit Corporations

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

Latest Trends in Antitrust Termination Fees

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

IPO Doldrums

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

Latest Trends in Antitrust Termination Fees

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

SPAC Market Study 2022 – 1st Quarter Update

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

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

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

SPAC Market Study 2021 – 3rd Quarter Update

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

SPAC Market Study 2021 – 2nd Quarter Update

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

Special Purpose Acquisition Company (SPAC) Market Study 2021

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

Update on the Prevalence of SPAC IPOs

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

Increasing Prevalence and Size of SPAC IPOs

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

Observations on Recent Poison Pill Activity

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

Coronavirus Pandemic's Impact on Stock Swap Valuations

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

Corporate America's Medicine Against Coronavirus

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

Coronavirus Impact on M&A Agreement Drafting

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

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

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


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

Market Leaders - U.S. Public Mergers

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

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

M&A Adviser Fee Watch

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

Corporate Governance Activity

Cenntro Inc.27 Feb 24
Reincorporation
DPD Note: Reincorporation in Nevada from Australia. (8-K12B )
EnPro, Inc.27 Feb 24
Governing Documents Filing (Refiling)
• Exhibit: Charter Amended/Restated Effective 05/31/2002 (10-K )
EnPro, Inc.27 Feb 24
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 05/31/2002 (10-K )
EnPro, Inc.27 Feb 24
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 06/09/2008 (10-K )
EnPro, Inc.27 Feb 24
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 12/01/2023 (10-K )
Expensify, Inc.27 Feb 24
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 02/13/2024 (10-K )
Expensify, Inc.27 Feb 24
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 06/23/2023 (10-K )
Expensify, Inc.27 Feb 24
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 04/26/2022 (10-K )
Expensify, Inc.27 Feb 24
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 05/27/2022 (10-K )
Expensify, Inc.27 Feb 24
Governing Documents Filing (Refiling)
• Exhibit: Charter Amended/Restated Effective 11/15/2021 (10-K )
Expensify, Inc.27 Feb 24
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 02/08/2023 (10-K )
Expensify, Inc.27 Feb 24
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 11/22/2022 (10-K )
Expensify, Inc.27 Feb 24
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 08/04/2022 (10-K )
Expensify, Inc.27 Feb 24
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 08/03/2023 (10-K )
NeuroMetrix, Inc.27 Feb 24
Poison Pill Amendment
DPD Note: Extend expiration date by one year (from March 8, 2024 to March 8, 2025) (8-K )
Rogers Corporation27 Feb 24
Governing Documents Filing (Restated Only)
• Exhibit: Charter Amended/Restated Effective 12/16/2003 (10-K )
WisdomTree, Inc.27 Feb 24
Activist Campaign Announced
DPD Note: WisdomTree announced the beginning of a second campaign by ETFS Capital, referencing a previous private letter sent to the board urging the appointment of a new CEO, raising additional funds, and exploring strategic alternatives for the company (8-K )
Broadcom Inc.26 Feb 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Consolidated Edison, Inc.26 Feb 24
No-Action Letter
DPD Note: Initial submission, subsequent letter from the company informing the staff that the proponent withdrew the proposal, and response letter issued by the staff acknowledging the withdrawal. (SEC Website )
HP Inc.26 Feb 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
INNOVATE Corp.26 Feb 24
Poison Pill Exemption/Carveout/Waiver Announcement
DPD Note: A company press release announcing a rights offering of Common Stock disclosed that the company waived its Tax Benefit Preservation Plan to permit persons exercising rights to acquire 4.9% or more of the outstanding common stock upon the exercise thereof without becoming an Acquiring Person. (Press Release )
Miller Industries, Inc.26 Feb 24
Discloses AGM Date
• Press release: MILLER INDUSTRIES ANNOUNCES DATE OF THE ANNUAL MEETING OF SHAREHOLDERS (Press Release )
ON24, Inc.26 Feb 24
Update:Settlement/Standstill on 03/13/2023
DPD Note: The company entered into a Letter Agreement, dated February 22, 2024, with Indaba Capital Management L.P. pursuant to which Ronald Mitchell will continue to serve on the Board as a director and as a member of the Nominating and Corporate Governance Committee of the Board until the company's 2025 annual meeting. Mr. Mitchell was appointed to the Board as part of the March 11, 2023 cooperation agreement with Indaba. Certain obligations including the customary standstill, voting and mutual non-disparagement provisions set forth in the original cooperation agreement will now remain in effect until 2025. (8-K )
R1 RCM Inc.26 Feb 24
Activist Campaign Announced
DPD Note: New Mountain Capital began a campaign at R1 RCM with an amended 13D filing disclosing it had submitted a proposal to acquire all remaining outstanding common stock of the company for $13.75 per share in cash (SC 13D/A )
R1 RCM Inc.26 Feb 24
Activist Campaign Announced
DPD Note: Coliseum Capital began a campaign at R1 RCM with a press release arguing New Mountain Capital's acquisition offer significantly undervalues the company and is urging the board to negotiate a higher price or continue operating as a standalone entity (Press Release )
Twilio Inc.26 Feb 24
Activist Campaign Announced
DPD Note: Legion Partners began a campaign at Twilio with a press release urging the board to take additional measures to boost shareholder value, including selling the communications business and buying back up to $3 billion worth of common stock (Press Release )
Ziff Davis, Inc.26 Feb 24
Governing Documents Filing (Refiling)
• Exhibit: Bylaws Amended/Restated Effective 05/05/2023 (10-K )
ACCO Brands Corporation23 Feb 24
Expected AGM Date Disclosed
DPD Note: The company disclosed the "expected" 2024 annual meeting date (10-K )
Carnival Corporation23 Feb 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
CB Financial Services, Inc.23 Feb 24
Discloses AGM Date
• Press release: CB Financial Services, Inc. Announces Annual Meeting Date (Press Release )
Citigroup Inc.23 Feb 24
Governing Documents Filing (Refiling)
• Exhibit: Charter Amended/Restated Effective 10/30/2009 (10-K )
Citigroup Inc.23 Feb 24
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 05/06/2011 (10-K )
CTS Corporation23 Feb 24
Expected AGM Date Disclosed
DPD Note: 2024 Annual meeting "to be held on or about May 9, 2024" (10-K )
Exponent, Inc.23 Feb 24
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 01/30/1998 (10-K )
Hyatt Hotels Corporation23 Feb 24
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 02/08/2024 (10-K )
IQVIA Holdings Inc.23 Feb 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Midland States Bancorp, Inc.23 Feb 24
Governing Documents Filing (Restated Only)
• Exhibit: Charter Amended/Restated Effective 05/08/2018 (10-K )
Rambus Inc.23 Feb 24
Expected AGM Date Disclosed
DPD Note: 2024 annual meeting "to be held on or about April 25, 2024". (10-K )
SJW Group23 Feb 24
Governing Documents Filing (Restated Only)
• Exhibit: Charter Amended/Restated Effective 02/22/2024 (10-K )
Spok Holdings, Inc.23 Feb 24
No-Action Letter
DPD Note: Initial submission. (SEC Website )
Sprout Social, Inc.23 Feb 24
Discloses AGM Date
DPD Note: The company disclosed the expected 2024 annual meeting date (i.e., "expected be held on May 22, 2024"). (10-K )

IPO Activity

APRINOIA Therapeutics Inc.26 Feb 24
Shares Offered Disclosed
APRINOIA Therapeutics Inc. disclosed plans to offer 2,000,000 ordinary shares to the public
APRINOIA Therapeutics Inc.26 Feb 24
Price Range Disclosed
APRINOIA Therapeutics Inc. set the anticipated price range for its IPO at between $10.00 and $14.00 per ordinary share
Vocodia Holdings Corp23 Feb 24
Underwriting Discount Disclosed
The underwriters received a discount of $0.34 per share (a gross spread of 8%) and a total of approximately $476,000 for underwriting Vocodia Holdings Corp's IPO
Vocodia Holdings Corp23 Feb 24
IPO Price Disclosed
Vocodia Holdings Corp set the price of its initial public offering of 1,400,000 units at $4.25 per share, within the expected range of $4.25 to $6.25 per share, for gross proceeds to the company of approximately $5.95 mil
CleanCore Solutions, Inc.23 Feb 24
Shares Offered Decreased
CleanCore Solutions, Inc. decreased the number of shares of Class B common stock to be offered to 1,000,000 shares from 1,500,000 shares
Ten-League International Holdings Limited23 Feb 24
Price Range Disclosed
Ten-League International Holdings Limited set the anticipated price range for its IPO at $4.00 to $5.00 per ordinary share
Ten-League International Holdings Limited23 Feb 24
Shares Offered Decreased
Ten-League International Holdings Limited decreased the number of ordinary shares to be offered to 2,009,800 from 2,203,500 shares
Epsium Enterprise Limited23 Feb 24
Price Range Disclosed
Epsium Enterprise Limited set the anticipated price range for its IPO at between $4.00 and $5.00 per ordinary share
Mobile-health Network Solutions22 Feb 24
Registration Statement Filed
Mobile-health Network Solutions filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Mobile-health Network Solutions22 Feb 24
Shares Offered Disclosed
Mobile-health Network Solutions disclosed plans to offer 2,250,000 Class A ordinary shares to the public
Mobile-health Network Solutions22 Feb 24
Price Range Disclosed
Mobile-health Network Solutions set the anticipated price range for its IPO at $4.00 to $5.00 per share
Reddit, Inc.22 Feb 24
Registration Statement Filed
Reddit, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Vocodia Holdings Corp21 Feb 24
Registration Statement Declared Effective
Vocodia Holdings Corp's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Intermedia Cloud Communications, Inc.21 Feb 24
IPO Withdrawn
Intermedia Cloud Communications, Inc. withdrew its initial public offering as the company no longer intends to pursue an IPO at this time
Astera Labs, Inc.21 Feb 24
Registration Statement Filed
Astera Labs, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
DT Cloud Acquisition Corporation20 Feb 24
Registration Statement Declared Effective
DT Cloud Acquisition Corporation's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Orangekloud Technology Inc.20 Feb 24
Registration Statement Filed
Orangekloud Technology Inc. filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Orangekloud Technology Inc.20 Feb 24
Shares Offered Disclosed
Orangekloud Technology Inc. disclosed plans to offer 3,000,000 Class A ordinary shares to the public
Orangekloud Technology Inc.20 Feb 24
Price Range Disclosed
Orangekloud Technology Inc. set the anticipated price range for its IPO at $4.00 to $5.00 per share
Chromocell Therapeutics Corp.20 Feb 24
Shares Offered Increased
Chromocell Therapeutics Corp. increased the number of shares of common stock to be offered to 1,100,000 shares from 1,039,657 shares
Chromocell Therapeutics Corp.20 Feb 24
Underwriting Discount Disclosed
The underwriters received a discount of $0.48 per share (a gross spread of 8%) and a total of approximately $528,000 for underwriting Chromocell Therapeutics Corp.'s IPO
Chromocell Therapeutics Corp.20 Feb 24
IPO Price Disclosed
Chromocell Therapeutics Corp. set the price of its initial public offering of 1,100,000 shares of common stock at $6.00 per share, within the expected range of $5.50 to $6.50 per share, for gross proceeds to the company of approximately $6.6 mil
Key Mining Corp.20 Feb 24
Shares Offered Increased
Key Mining Corp. disclosed that they will now offer 7,500,000 shares of common stock to the public; previously they disclosed an offering of 4,000,000 shares
Key Mining Corp.20 Feb 24
Price Range Decreased
Key Mining Corp. decreased the anticipated price range for its IPO to $2.00 to $2.30 per share from an anticipated price range of $2.00 to $3.00 per share
mF International Limited16 Feb 24
Shares Offered Decreased
mF International Limited decreased the number of ordinary shares to be offered to 1,781,108 shares with mF offering 1,560,000 shares and selling shareholders now offering 221,108 shares
Chromocell Therapeutics Corp.15 Feb 24
Registration Statement Declared Effective
Chromocell Therapeutics Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Lucas GC Limited15 Feb 24
Shares Offered Decreased
Lucas GC Limited decreased the number of ordinary shares to be offered to 1,250,000 from 3,070,000 shares
Lucas GC Limited15 Feb 24
Price Range Decreased
Lucas GC Limited decreased the anticipated price range for its IPO to $4.00 to $6.00 per share from $6.00 to $7.00 per share
Unusual Machines, Inc.15 Feb 24
Shares Offered Increased
Unusual Machines, Inc. disclosed that they will now offer 1,250,000 shares of common stock to the public; previously they disclosed an offering of 1,000,000 shares
Unusual Machines, Inc.15 Feb 24
Underwriting Discount Disclosed
The underwriters received a discount of $0.3 per share (a gross spread of 7.5%) and a total of approximately $375,000 for underwriting Unusual Machines, Inc.'s IPO
Unusual Machines, Inc.15 Feb 24
IPO Price Disclosed
Unusual Machines, Inc. set the price of its initial public offering of 1,250,000 shares of common stock at $4.00 per share, within the expected range of $4 to $6 per share, for gross proceeds to the company of approximately $5 mil
Kairos Pharma, Ltd.14 Feb 24
Shares Offered Disclosed
Kairos Pharma, Ltd. disclosed plans to offer 1,550,000 shares of common stock to the public
Kairos Pharma, Ltd.14 Feb 24
Price Range Disclosed
Kairos Pharma, Ltd. set the anticipated price for its IPO at $4.00 per share
Maverick Lifestyle Inc.14 Feb 24
Shares Offered Disclosed
Maverick Lifestyle Inc. disclosed plans to offer 800,000 shares of Class A common stock to the public in its IPO
Maverick Lifestyle Inc.14 Feb 24
Price Range Disclosed
Maverick Lifestyle Inc. set the anticipated price range for its IPO at $4.50 to $5.50 per share
Helix Acquisition Corp. II13 Feb 24
Shares Offered Increased
Helix Acquisition Corp. II increased the number of shares to be offered to 16,000,000 Class A ordinary shares from 15,000,000 shares
Unusual Machines, Inc.13 Feb 24
Registration Statement Declared Effective
Unusual Machines, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
FreeCast, Inc.12 Feb 24
Shares Offered Disclosed
FreeCast, Inc. disclosed plans to resell 11,353,659 shares of common stock by the registered shareholders; FreeCast will not received any proceeds from the sale of common stock by the registered shareholders
Telomir Pharmaceuticals, Inc.12 Feb 24
Underwriting Discount Disclosed
The underwriters received a discount of $0.49 per share (a gross spread of 7%) and a total of approximately $490,000 for underwriting Telomir Pharmaceuticals, Inc.'s IPO
Telomir Pharmaceuticals, Inc.12 Feb 24
IPO Price Disclosed
Telomir Pharmaceuticals, Inc. set the price of its initial public offering of 1,000,000 shares of common stock at $7.00 per share, at the expected price, for gross proceeds to the company of approximately $7 mil
BBB Foods Inc.09 Feb 24
Underwriting Discount Disclosed
The underwriters received a discount of $1.1375 per share (a gross spread of 6.25%) and a total of approximately $38.25 mil for underwriting BBB Foods Inc.'s IPO
BBB Foods Inc.09 Feb 24
IPO Price Disclosed
BBB Foods Inc. set the price of its initial public offering of 33,660,589 shares of common stock at $17.50 per share, within the expected range of $16.50 to $17.50 per share, for gross proceeds of approximately $589 mil
Invizyne Technologies Inc.09 Feb 24
Registration Statement Filed
Invizyne Technologies Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Invizyne Technologies Inc.09 Feb 24
Shares Offered Disclosed
Invizyne Technologies Inc. disclosed plans to offer 4,300,000 shares of common stock to the public
Invizyne Technologies Inc.09 Feb 24
Price Range Disclosed
Invizyne Technologies Inc. set the anticipated price for its IPO at $4.00 per share
Invizyne Technologies Inc.09 Feb 24
Other IPO Related
Invizyne Technologies Inc. disclosed that the underwriters will give preference to holders of MDB Capital Holdings, LLC Class A Shares, other beneficial shareholders of MDB and then of the Company prior to offering remaining shares to the public
Med-X, Inc.09 Feb 24
Other IPO Related
Med-X, Inc. disclosed that the offering would now consist of 1,150,000 units, with each unit consisting of one share of common stock and one warrant to purchase one share of common stock, previously the company was offering 1,150,000 shares
Perfect Moment Ltd.09 Feb 24
Shares Offered Increased
Perfect Moment Ltd. increased the number of shares of common stock to be offered to 1,334,000 shares from 1,232,000 shares
Perfect Moment Ltd.09 Feb 24
Underwriting Discount Disclosed
The underwriters received a discount of $0.45 per share (a gross spread of 7.5%) and a total of approximately $600,000 for underwriting Perfect Moment Ltd.'s IPO
Perfect Moment Ltd.09 Feb 24
IPO Price Disclosed
Perfect Moment Ltd. set the price of its initial public offering of 1,334,000 shares of common stock at $6.00 per share, within the expected range of $6 to $7 per share, for gross proceeds to the company of approximately $8 mil
TessPay Inc.09 Feb 24
Price Range Disclosed
TessPay Inc. set the anticipated price range for its IPO at $4.00 to $6.00 per share
Decca Investment Limited09 Feb 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
SolarJuice Co., Ltd.08 Feb 24
Shares Offered Decreased
SolarJuice Co., Ltd. decreased the number of ordinary to be offered to 3,750,000 shares from 9,000,000 shares
JBDI Holdings Limited08 Feb 24
Registration Statement Filed
JBDI Holdings Limited filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
JBDI Holdings Limited08 Feb 24
Shares Offered Disclosed
JBDI Holdings Limited disclosed plans to offer 2,250,000 ordinary shares to the public, with the company offering 1.750,000 shares and selling shareholders selling 500,000 shares
JBDI Holdings Limited08 Feb 24
Price Range Disclosed
JBDI Holdings Limited set the anticipated price range for its IPO at $4.00 to $5.00 per share
Helix Acquisition Corp. II08 Feb 24
Registration Statement Declared Effective
Helix Acquisition Corp. II's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Zhibao Technology Inc.08 Feb 24
Shares Offered Disclosed
Zhibao Technology Inc. disclosed plans to offer 1,200,000 Class A ordinary shares to the public in its IPO
Zhibao Technology Inc.08 Feb 24
Price Range Disclosed
Zhibao Technology Inc. set the anticipated price range for its IPO at $4.00 to $6.00 per share
BBB Foods Inc.08 Feb 24
Shares Offered Increased
BBB Foods Inc. disclosed that the offering will now consist of 33,660,589 shares with the company offering 28,050,491 Class A common shares and selling shareholders now offering 5,610,098 shares, previously only the company was offering shares
BBB Foods Inc.08 Feb 24
Price Range Increased
BBB Foods Inc. increased the anticipated price range for its IPO to between $16.50 and $17.50 per share from $14.50 to $16.50 per share
BBB Foods Inc.08 Feb 24
Registration Statement Declared Effective
BBB Foods Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Kyverna Therapeutics, Inc.08 Feb 24
Underwriting Discount Disclosed
The underwriters received a discount of $1.54 per share (a gross spread of 7%) and a total of approximately $22.3 mil for underwriting Kyverna Therapeutics, Inc.'s IPO
Kyverna Therapeutics, Inc.08 Feb 24
IPO Price Disclosed
Kyverna Therapeutics, Inc. set the price of its initial public offering of 14,500,000 shares of common stock at $22.00 per share, above the expected range of $20 to $21 per share, for gross proceeds to the company of approximately $319 mil
American Healthcare REIT, Inc.08 Feb 24
Underwriting Discount Disclosed
The underwriters received a discount of $0.75 per share (a gross spread of 6.25%) and a total of approximately $42 mil for underwriting American Healthcare REIT, Inc.'s IPO
American Healthcare REIT, Inc.08 Feb 24
IPO Price Disclosed
American Healthcare REIT, Inc. set the price of its initial public offering of 56,000,000 shares of common stock at $12.00 per share, within the expected range of $12 to $15 per share, for gross proceeds to the company of $672 mil
Telomir Pharmaceuticals, Inc.08 Feb 24
Registration Statement Declared Effective
Telomir Pharmaceuticals, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Metagenomi, Inc.08 Feb 24
Registration Statement Declared Effective
Metagenomi, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Wellchange Holdings Company Limited08 Feb 24
Registration Statement Filed
Wellchange Holdings Company Limited filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Wellchange Holdings Company Limited08 Feb 24
Shares Offered Disclosed
Wellchange Holdings Company Limited disclosed plans to offer 2,000,000 ordinary shares in its IPO, with the company offering 1,100,000 shares and selling shareholders offering 900,000 shares
Wellchange Holdings Company Limited08 Feb 24
Price Range Disclosed
Wellchange Holdings Company Limited set the anticipated price range for its IPO at $4.00 to $5.00 per ordinary share
Green Circle Decarbonize Technology Limited08 Feb 24
Registration Statement Filed
Green Circle Decarbonize Technology Limited filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Green Circle Decarbonize Technology Limited08 Feb 24
Shares Offered Disclosed
Green Circle Decarbonize Technology Limited disclosed plans to offer 2,000,000 units to the public with each unit consisting of one share and one warrant
Green Circle Decarbonize Technology Limited08 Feb 24
Price Range Disclosed
Green Circle Decarbonize Technology Limited set the anticipated price for its IPO at $4.00 per unit
Ruanyun Edai Technology Inc.08 Feb 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
Trident Digital Tech Holdings Ltd07 Feb 24
Shares Offered Decreased
Trident Digital Tech Holdings Ltd decreased the number of ADS to be offered to 1,800,000 ADS from 1,875,000 ADS, with each ADS representing 8 Class B ordinary shares
Trident Digital Tech Holdings Ltd07 Feb 24
Price Range Decreased
Trident Digital Tech Holdings Ltd decreased the anticipated price range for its IPO to between $5.00 and $7.00 per ADS from $8.00 to $10.00 per ADS
Kyverna Therapeutics, Inc.07 Feb 24
Registration Statement Declared Effective
Kyverna Therapeutics, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Perfect Moment Ltd.07 Feb 24
Registration Statement Declared Effective
Perfect Moment Ltd.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
NeoTV Group Limited07 Feb 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
QQJ Inc.07 Feb 24
Registration Statement Filed
QQJ Inc. filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
The Fortegra Group, Inc.07 Feb 24
IPO Withdrawn
The Fortegra Group, Inc. withdrew its initial public offering as the company no longer intends to pursue an IPO at this time
Energys Group Limited06 Feb 24
Shares Offered Disclosed
Energys Group Limited disclosed plans to offer 2,000,000 ordinary shares to the public
Energys Group Limited06 Feb 24
Price Range Disclosed
Energys Group Limited set the anticipated price rabge for its IPO at between $4.00 and $6.00 per ordinary share
Kyverna Therapeutics, Inc.06 Feb 24
Shares Offered Increased
Kyverna Therapeutics, Inc. increased the number of shares of common stock to be offered to 14,500,000 shares from 11,120,000 shares
Kyverna Therapeutics, Inc.06 Feb 24
Price Range Increased
Kyverna Therapeutics, Inc. increased the anticipated price range for its IPO to between $20.00 and $21.00 per share of common stock from a range of $17.00 to $19.00 per share
American Healthcare REIT, Inc.06 Feb 24
Registration Statement Declared Effective
American Healthcare REIT, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Veg House Holdings Inc.05 Feb 24
Registration Statement Filed
Veg House Holdings Inc. filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Veg House Holdings Inc.05 Feb 24
Shares Offered Disclosed
Veg House Holdings Inc. disclosed plans to offer 1,000,000 common shares to the public in its IPO
Veg House Holdings Inc.05 Feb 24
Price Range Disclosed
Veg House Holdings Inc. set the anticipated price for its IPO at $5.00 per share
Black Hawk Acquisition Corporation05 Feb 24
Registration Statement Filed
Black Hawk Acquisition Corporation filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Black Hawk Acquisition Corporation05 Feb 24
Shares Offered Disclosed
Black Hawk Acquisition Corporation disclosed plans to offer 6,000,000 units, with each unit consisting of one Class A ordinary share and one right to receive one-eighth (1/5) of one share
Black Hawk Acquisition Corporation05 Feb 24
Underwriting Discount Disclosed
The underwriters received a discount of $0.45 per unit (a gross spread of 4.5%) and a total of $2.7 mil for underwriting Black Hawk Acquisition Corporation's IPO
Black Hawk Acquisition Corporation05 Feb 24
Other IPO Related
Black Hawk Acquisition Corporation disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Vocodia Holdings Corp05 Feb 24
Shares Offered Increased
Vocodia Holdings Corp increased the offering to 1,400,000 units, with each unit consisting of one share of common stock and two warrants; previously the company offered 1,000,000 shares
Vocodia Holdings Corp05 Feb 24
Price Range Increased
Vocodia Holdings Corp increased the anticipated price range for its IPO to $4.25 to $6.25 per unit from $4.00 to $6.00 per share
NeOnc Technologies Holdings, Inc.05 Feb 24
Price Range Disclosed
NeOnc Technologies Holdings, Inc. disclosed plans to offer 3,797,470 shares of common stock to the public
NeOnc Technologies Holdings, Inc.05 Feb 24
Price Range Disclosed
NeOnc Technologies Holdings, Inc. set the anticipated price range for its IPO at $18.75 to $20.75 per share
Metagenomi, Inc.05 Feb 24
Shares Offered Disclosed
Metagenomi, Inc. disclosed plans to offer 6,250,000 shares of common stock to the public
Metagenomi, Inc.05 Feb 24
Price Range Disclosed
Metagenomi, Inc. set the anticipated price range for its IPO at $15.00 to $17.00 per share

Corporate Governance Reports

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

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

Record Month for Bylaw Amendments - 12/05/2022

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

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

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

Dual Class Sunsets - 04/13/2022

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Peak Proxy Access Nomination Season - 10/31/2018

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

Securities Offerings

IPOs - Record Unicorn Issuance

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

High-Yield Bonds

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