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Mergers IPOs

Mergers & Acquisitions

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 At the same time the number of withdrawn SPAC deals surged in Q1. Withdrawn SPAC IPOs in Q1 (61) exceeded priced SPAC IPOs (55), and there were 17 withdrawn de-SPAC M&A deals in Q1 vs 28 completed de-SPACs.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

Copart, Inc.02 Dec 22
Audit Committee Charter
• Exhibit: Audit Committee Charter (Co. Website )
Copart, Inc.02 Dec 22
Compensation Committee Charter
• Exhibit: Compensation Committee Charter (Co. Website )
Copart, Inc.02 Dec 22
Nominating and Corporate Governance Committee Charter
• Exhibit: Nominating and Governance Committee Charter (Co. Website )
Farmer Bros. Co.02 Dec 22
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Micron Technology, Inc.02 Dec 22
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Pure Cycle Corporation02 Dec 22
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
RGC Resources, Inc.02 Dec 22
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Solid Biosciences Inc.02 Dec 22
Governing Documents Filing (Refiling)
• Exhibit: Charter Amended/Restated Effective 01/25/2018 (S-8 )
Solid Biosciences Inc.02 Dec 22
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 10/27/2022 (S-8 )
Alpha Metallurgical Resources, Inc.01 Dec 22
Activist Campaign Announced
DPD Note: Michael Gorzynski began a second campaign at Alpha Metallurgical Resources, reporting he has had discussions with leadership regarding board composition and noted that he and Joanna Baker de Neufville will be appointed as company directors on Jan 1, 2023 (SC 13D )
BGC Partners, Inc.01 Dec 22
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Coupa Software Incorporated01 Dec 22
Activist Campaign Announced
DPD Note: Meritage Group began a campaign at Coupa Software, reporting that it may offer additional guidance and discuss the recently reported potential acquisition of the company by Vista Equity with management and the board (SC 13D )
Masimo Corporation01 Dec 22
Advance Notice Disclosure
DPD Note: In connection with an amendment to the company's advance notice timeliness bylaws with respect to the company's 2023 annual meeting only, the company disclosed a submission window of March 24, 2023 to April 24, 2023. The deadlines were added directly into the bylaws. (8-K )
Society Pass Incorporated01 Dec 22
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Surge Components, Inc.01 Dec 22
Poison Pill Ratify Proposal
DPD Note: Vote results for November 30, 2022 annual meeting include the approval of an amendment to the company's NOL rights plan for the purpose of extending the plan for three years. (8-K )
Triumph Financial, Inc.01 Dec 22
Corporate Governance Guidelines
• Exhibit: Governance Guidelines (Co. Website )
UniFirst Corporation01 Dec 22
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Visa Inc.01 Dec 22
Audit Committee Charter
• Exhibit: Audit and Risk Committee Charter (Co. Website )
Visa Inc.01 Dec 22
Compensation Committee Charter
• Exhibit: Compensation Committee Charter (Co. Website )
Visa Inc.01 Dec 22
Corporate Governance Guidelines
• Exhibit: Corporate Governance Guidelines (Co. Website )
Visa Inc.01 Dec 22
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Visa Inc.01 Dec 22
Nominating and Corporate Governance Committee Charter
• Exhibit: Nominating and Corporate Governance Committee Charter (Co. Website )
Visa Inc.01 Dec 22
Other Board Committee Charter
• Exhibit: Finance Committee Charter (Co. Website )
Campbell Soup Company30 Nov 22
Audit Committee Charter
• Exhibit: Audit Committee Charter (Co. Website )
Campbell Soup Company30 Nov 22
Compensation Committee Charter
• Exhibit: Compensation and Organization Committee Charter (Co. Website )
Campbell Soup Company30 Nov 22
Nominating and Corporate Governance Committee Charter
• Exhibit: Governance Committee Charter (Co. Website )
Sysco Corporation30 Nov 22
Other Stockholder Proposal Disclosure
DPD Note: Green Century Capital Management issued a press release highlighting 92% support on its plastic packaging reduction proposal voted on at the company's 2022 annual meeting. (Press Release )
Univar Solutions Inc.30 Nov 22
Activist Campaign Announced
DPD Note: Engine Capital began a campaign at Univar Solutions urging the board to start a comprehensive sale process following the company's disclosure that it had received an indication of interest from Brenntag, a sector competitor (Press Release )
Genius Sports Limited29 Nov 22
Definitive Proxy (Advance Notice Annual Disclosure)
(6-K )
Innovative Food Holdings, Inc.29 Nov 22
Settlement/Standstill
DPD Note: The company entered into a Board Observer Agreement with Denver J. Smith of Carlson Ridge Capital under which Mr. Smith will be appointed as a board observer. The agreement includes a standstill provision. Carlson Ridge previously issued a public board letter calling for the replacement of certain directors and announced its intention to vote against their re-election at the company's next annual meeting. (8-K )
Lannett Company, Inc.29 Nov 22
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Regional Management Corp.29 Nov 22
Update:Settlement/Standstill on 01/29/2018
DPD Note: The company and Basswood Capital Management, L.L.C. amended the Cooperation Agreement dated as of January 26, 2018 to reduce the "Minimum Ownership Threshold" Basswood must own to require the company to maintain a Basswood director to the Board. The amendment also extends the standstill restrictions and voting obligations of Basswood under the agreement. (8-K )
Ammo, Inc.28 Nov 22
Advance Notice Disclosure
DPD Note: On November 28, 2022, the company disclosed that the "due date for submission of any qualified shareholder proposal or qualified shareholder nominations" for the January 5, 2023 annual meeting is on or before the close of business on December 9, 2022. This updated deadline was provided six days after the company filed definitive proxy materials for the January 5, 2023 meeting. (8-K )
Apartment Income REIT Corp.28 Nov 22
Planned Defense Change
DPD Note: The company announced plans to submit a charter amendment to a shareholder vote at the company's 2023 annual meeting to eliminate the supermajority vote requirement (66.67% of O/S) to amend the bylaws. In announcing the change, the company cited Institutional Shareholder Services (ISS) as "highlighting this change as another shareholder friendly step for AIR to take". (8-K )
Apartment Investment and Management Company28 Nov 22
Planned Defense Change
DPD Note: The company announced an "expansion of its previously announced commitment to enhance corporate governance changes prior to the 2023 Annual Meeting of Stockholders". The proposed changes include asking shareholders to approve charter amendments at the company's 2023 annual meeting to a.) eliminate the supermajority vote requirement (66.67% of O/S) to remove directors and amend the bylaws, b.) eliminate the cause only requirement to remove directors and c.) allow shareholders to appoint directors to fill vacancies arising out of removal by shareholders. The company has also announced that it will, effective with the company's 2023 annual meeting, amend the bylaws to lower the threshold for shareholders to call a special meeting to 15% of O/S (from 50.1% of O/S) and allow shareholders to amend the bylaws to set the size or range of the size of the Board (but to no fewer than three directors). (8-K )
EVI Industries, Inc.28 Nov 22
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Natural Gas Services Group, Inc.28 Nov 22
Activist Campaign Announced
DPD Note: Hoak Fund Management began a campaign at Natural Gas Services Group with a 13D filing reporting that, based on its experience in this industry, it may, from time to time, discuss company matters with management and the board (SC 13D )
Noble Roman's, Inc.28 Nov 22
Activist Campaign Announced
DPD Note: BT Brands began a campaign at Noble Roman's with a 13D filing reporting it has held discussions with management and the board regarding alternative financing opportunities for the company's 18% senior secured promissory note (SC 13D )
Rafael Holdings, Inc.28 Nov 22
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
INDUS Realty Trust, Inc.25 Nov 22
Activist Campaign Announced
DPD Note: Centerbridge Partners began a campaign at INDUS Realty Trust reporting it had switched from a passive to an active filer and it intends to pursue a strategic transaction with the company to acquire all remaining outstanding shares not currently owned (SC 13D )
Lee Enterprises, Incorporated25 Nov 22
Poison Pill Expiration
DPD Note: On November 23, 2022, 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 )
News Corporation25 Nov 22
Activist Campaign Announced
DPD Note: T. Rowe Price began a campaign at News Corporation confirming its concerns and opposition to any potential merger between the company and Fox Corporation, noting the transaction would most likely undervalue News Corp (Deal Point Data Research )
Anywhere Real Estate Inc.23 Nov 22
Activist Campaign Announced
DPD Note: Angelo, Gordon & Co began a campaign at Anywhere Real Estate with a 13D filing reporting it intends to discuss the company's existing capital and debt structure and potential strategic transactions with management and the board (SC 13D )
Berry Global Group, Inc.23 Nov 22
Settlement/Standstill
DPD Note: The company entered into a Cooperation Agreement with Ancora Holdings Group, LLC and Eminence Capital, L.P. ending a potential proxy fight (Ancora will withdraw its nomination notice). Pursuant to the agreement, three new independent directors will be added to the Board and a new Capital Allocation Committee will be formed. The committee will be tasked with making recommendations to the Board regarding, and support management's review of, the company's capital allocation strategy. The agreement includes standstill and voting commitments. Ancora previously issued a public Board letter calling for the company to review strategic alternatives, including a full sale or go-private transaction, and seek ways to return capital to stockholders. Ancora's director nominations had not previously been disclosed. (8-K )
Duckhorn Portfolio, Inc. (The)23 Nov 22
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Edwards Lifesciences Corporation23 Nov 22
No-Action Letter
DPD Note: Initial submission. (SEC Website )
Intuit Inc.23 Nov 22
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
IRIDEX Corporation23 Nov 22
Activist Campaign Announced
DPD Note: Paragon JV Partners began a campaign at IRIDEX with a 13D filing noting the shares were purchased for investment purposes, and it may, from time to time, discuss company matters with management and the board (SC 13D )
Kaleyra, Inc.23 Nov 22
Failed Say On Pay
DPD Note: At the company's November 22, 2022 annual meeting, the company's say on pay proposal failed to receive the requisite number of favorable votes. Although the proposal received a majority of "For" votes, it did not receive the required majority of the shares present in person or by proxy and entitled to vote (including abstentions and broker non-votes). (8-K )
News Corporation23 Nov 22
Activist Campaign Announced
DPD Note: Independent Franchise Partners began a campaign at News Corp confirming its opposition to the potential merger with Fox Corporation and suggesting the company should sell some key assets to boost shareholder value (Deal Point Data Research )
Zscaler, Inc.23 Nov 22
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Ammo, Inc.22 Nov 22
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )

IPO Activity

Affinia Therapeutics Inc.02 Dec 22
IPO Withdrawn
Affinia Therapeutics Inc. withdrew its initial public offering as the company has determined to no longer pursue an IPO
Alchemy Investments Acquisition Corp 102 Dec 22
Registration Statement Filed
Alchemy Investments Acquisition Corp 1 filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Alchemy Investments Acquisition Corp 102 Dec 22
Shares Offered Disclosed
Alchemy Investments Acquisition Corp 1 disclosed plans to offer 10,000,000 units, with each unit consisting of one share of common stock and one-half of one redeemable warrant
Alchemy Investments Acquisition Corp 102 Dec 22
Underwriting Discount Disclosed
The underwriters received a discount of $0.65 per unit (a gross spread of 6.5%) and a total of $6.5 mil for underwriting Alchemy Investments Acquisition Corp 1's IPO
Alchemy Investments Acquisition Corp 102 Dec 22
Other IPO Related
Alchemy Investments Acquisition Corp 1 disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Delphi Growth Capital Corp.02 Dec 22
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
Jupiter Neurosciences, Inc.02 Dec 22
Shares Offered Increased
Jupiter Neurosciences, Inc. Jupiter Neurosciences, Inc. increased the number of common shares to be offered to 2,608,695 from 2,500,000 shares
Asset Entities Inc.02 Dec 22
Price Range Decreased
Asset Entities Inc. decreased the anticipated price for its IPO to $5 per share from a range of $4.00 to $6.00 per share
Pineapple Financial Inc.01 Dec 22
Registration Statement Filed
Pineapple Financial Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
SONDORS Inc.01 Dec 22
Shares Offered Disclosed
SONDORS Inc. disclosed plans to offer 2,500,000 shares of common stock to the public
SONDORS Inc.01 Dec 22
Price Range Disclosed
SONDORS Inc. set the anticipated price range for its IPO at $8.00 to $10.00 per share
Integrated Energy Transition Acquisition Corp.01 Dec 22
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
Yesway, Inc.01 Dec 22
IPO Price Disclosed
Yesway, Inc. withdrew its initial public offering as the company no longer wishes to conduct a public offering of securities at this time
Jade Value Acquisition Corporation30 Nov 22
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
Lipella Pharmaceuticals Inc.30 Nov 22
Shares Offered Increased
Lipella Pharmaceuticals Inc. increased the number of common shares to be offered to 2,926,624 shares from 1,166,667 shares with Lipella continuing to offer 1,166,667 shares and selling stockholders now offering 1,759,957 shares
Horizon Space Acquisition I Corp.29 Nov 22
Registration Statement Filed
Horizon Space Acquisition I Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Horizon Space Acquisition I Corp.29 Nov 22
Shares Offered Disclosed
Horizon Space Acquisition I Corp. disclosed plans to offer 6,000,000 units, with each unit consisting of one ordinary share, one redeemable warrant, and one right to receive 1/10 of one ordinary share
Horizon Space Acquisition I Corp.29 Nov 22
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per unit (a gross spread of 5.5%) and a total of $3.3 mil for underwriting Horizon Space Acquisition I Corp.'s IPO
Horizon Space Acquisition I Corp.29 Nov 22
Other IPO Related
Horizon Space Acquisition I Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Fitell Corporation29 Nov 22
Shares Offered Disclosed
Fitell Corporation disclosed plans to offer4,000,000 ordinary shares to the public with Fitell selling 3,000,000 shares and the selling shareholder offering 1,000,000 shares
Fitell Corporation29 Nov 22
Price Range Disclosed
Fitell Corporation set the anticipated price range for its IPO at $4.00 to $6.00 per share
L Catterton Latin America Acquisition Corp29 Nov 22
IPO Withdrawn
L Catterton Latin America Acquisition Corp withdrew its initial public offering as the company has determined to no longer pursue an IPO
BrightSpring Health Services, Inc.23 Nov 22
IPO Withdrawn
BrightSpring Health Services, Inc. withdrew its initial public offering as the company has determined to no longer pursue an IPO
Strong Global Entertainment, Inc.23 Nov 22
Shares Offered Decreased
Strong Global Entertainment, Inc. decreased the number of Class A common voting shares to be offered to 2,000,000 shares from 3,000,000 shares
Global Mofy Metaverse Limited23 Nov 22
Registration Statement Filed
Global Mofy Metaverse Limited filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Global Mofy Metaverse Limited23 Nov 22
Shares Offered Disclosed
Global Mofy Metaverse Limited disclosed plans to offer 6,000,000 ordinary shares to the public
Global Mofy Metaverse Limited23 Nov 22
Price Range Disclosed
Global Mofy Metaverse Limited set the anticipated price range for its IPO at $4.50 to $5.50 per share
Redaptive, Inc.23 Nov 22
IPO Withdrawn
Redaptive, Inc. withdrew its initial public offering as the company has determined to no longer pursue an IPO
Israel Acquisitions Corp22 Nov 22
Shares Offered Decreased
Israel Acquisitions Corp decreased the number of units to be offered to 12,500,000 units from 15,000,000 units
Sieger Healthcare Acquisition Corp22 Nov 22
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
Solta Medical Corporation21 Nov 22
IPO Withdrawn
Solta Medical Corporation withdrew its initial public offering as the company has determined to no longer pursue an IPO
UK Wisdom Limited21 Nov 22
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
Decca Investment Limited21 Nov 22
Price Range Decreased
Decca Investment Limited decreased the anticipated price range for its IPO to $4.00 to $6.00 per share from $4.00 to $7.00 per share
MGO Global Inc.18 Nov 22
Registration Statement Filed
MGO Global Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
MGO Global Inc.18 Nov 22
Shares Offered Disclosed
MGO Global Inc. disclosed plans to offer 1,500,000 shares of common stock to the public
MGO Global Inc.18 Nov 22
Price Range Disclosed
MGO Global Inc. set the anticipated price range for its IPO at $5.00 per share
Coya Therapeutics, Inc.18 Nov 22
Registration Statement Filed
Coya Therapeutics, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
BKV Corporation18 Nov 22
Registration Statement Filed
BKV Corporation filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
First Digital Health Acquisition Corp.18 Nov 22
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
CytoMed Therapeutics Pte. Ltd.18 Nov 22
Registration Statement Filed
CytoMed Therapeutics Pte. Ltd. filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Huake Holding Biology Co., LTD.18 Nov 22
Shares Offered Decreased
Huake Holding Biology Co., LTD. decreased the number of Class A ordinary shares to be offered to 1,250,000 shares from 5,000,000 shares
Jin Medical International Ltd.17 Nov 22
Shares Offered Decreased
Jin Medical International Ltd. decreased the number of ordinary shares to be offered to 2,500,000 shares from 5,000,000 shares
Jin Medical International Ltd.17 Nov 22
Price Range Increased
Jin Medical International Ltd. increased the anticipated price range for its IPO to $8.00 to $9.00 per share from $5.00 to $6.00 per share
TXO Energy Partners, L.P.17 Nov 22
Registration Statement Filed
TXO Energy Partners, L.P. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Erayak Power Solution Group Inc.16 Nov 22
Shares Offered Decreased
Erayak Power Solution Group Inc. decreased the number of Class A ordinary shares to be offered to 3,000,000 shares from 3,500,000 shares
Erayak Power Solution Group Inc.16 Nov 22
Price Range Decreased
Erayak Power Solution Group Inc. decreased the anticipated price range for its IPO to $4.00 per share from $4.00 to $5.00 per share
SYLA Technologies Co., Ltd.16 Nov 22
Registration Statement Filed
SYLA Technologies Co., Ltd. filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Clearmind Medicine Inc.16 Nov 22
Shares Offered Decreased
Clearmind Medicine Inc. decreased the number of shares to be offered to 1,153,847 common shares from 1,255,000 common shares
Clearmind Medicine Inc.16 Nov 22
Underwriting Discount Disclosed
The underwriters received a discount of $0.585 per share (a gross spread of 9%) and a total of $675,000 for underwriting Clearmind Medicine Inc.'s IPO
Clearmind Medicine Inc.16 Nov 22
IPO Price Disclosed
Clearmind Medicine Inc. set the price of its initial public offering of 1,153,847 shares at $6.50 per share, which was towards the lower end of the $6.00 to $8.00 price range, for gross proceeds of $7.5 mil
Acrivon Therapeutics, Inc.16 Nov 22
Shares Offered Increased
Acrivon Therapeutics, Inc. increased the number of shares of common stock to be offered to 7,550,000 shares from 5,900,000 shares
Acrivon Therapeutics, Inc.16 Nov 22
Underwriting Discount Disclosed
The underwriters received a discount of $0.875 per share (a gross spread of 7%) and a total of $6,606,250 for underwriting Acrivon Therapeutics, Inc.'s IPO
Acrivon Therapeutics, Inc.16 Nov 22
IPO Price Disclosed
Acrivon Therapeutics, Inc. set the price of its initial public offering of 7,550,000 shares at $12.50 per share, which was below the $16.00 to $18.00 price range, for gross proceeds of $94.375 mil
GP-Act III Acquisition Corp.16 Nov 22
IPO Withdrawn
GP-Act III Acquisition Corp. withdrew its initial public offering as the company has determined to no longer pursue an IPO
BioLife4D Corporation15 Nov 22
Shares Offered Disclosed
BioLife4D Corporation disclosed plans to offer 2,419,354 units, with each unit consisting of one share of common stock, and two redeemable warrants, each to purchase one share of common stock
BioLife4D Corporation15 Nov 22
Price Range Disclosed
BioLife4D Corporation set the anticipated price range for its IPO at $5.20 to $7.20 per unit
Innovation Beverage Group Limited15 Nov 22
Shares Offered Increased
Innovation Beverage Group Limited increased the number of shares to be offered to 2,500,000 units, with each unit consisting of one ordinary share and one warrant, from 2,125,000 ordinary shares
Innovation Beverage Group Limited15 Nov 22
Price Range Decreased
Innovation Beverage Group Limited decreased the anticipated price for its IPO to $4.15 per unit from $4.00 to $6.00 per ordinary share
Janover Inc.15 Nov 22
Shares Offered Increased
Janover Inc. increased the number of shares of common stock to be offered by the company to 2,375,000 shares from 1,700,000 shares; selling shareholders will now be offering shares via a separate prospectus
Janover Inc.15 Nov 22
Price Range Decreased
Janover Inc. decreased the anticipated price range for its IPO to between $4.00 to $6.0 per share from $5.00 to $7.00 per share
Rhodium Enterprises, Inc.15 Nov 22
IPO Withdrawn
Rhodium Enterprises, Inc. withdrew its initial public offering as the company has determined not to pursue an IPO at this time
Clearmind Medicine Inc.14 Nov 22
Registration Statement Declared Effective
Clearmind Medicine Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
ASP Isotopes Inc.14 Nov 22
Shares Offered Decreased
ASP Isotopes Inc. decreased the number of shares of common stock to be offered to 1,250,000 shares from 1,500,000 shares
ASP Isotopes Inc.14 Nov 22
Underwriting Discount Disclosed
The underwriters received a discount of $0.28 per share (a gross spread of 7%) and a total of $350,000 for underwriting ASP Isotopes Inc.'s IPO
ASP Isotopes Inc.14 Nov 22
IPO Price Disclosed
ASP Isotopes Inc. set the price of its initial public offering of 1,250,000 shares at $4.00 per share, which was at the low end of the $4.00 to $5.00 price range, for gross proceeds of $5.0 mil
Atour Lifestyle Holdings Limited14 Nov 22
Underwriting Discount Disclosed
The underwriters received a discount of $0.77 per share (a gross spread of 7%) and a total of $3.66 mil for underwriting Atour Lifestyle Holdings Limited's IPO
Atour Lifestyle Holdings Limited14 Nov 22
IPO Price Disclosed
Atour Lifestyle Holdings Limited set the price of its initial public offering of 4,75,000 shares at $11.00 per share, which was within the $11.00 to $13.00 price range, for gross proceeds of $52.25 mil
Skyward Specialty Insurance Group, Inc.14 Nov 22
Registration Statement Filed
Skyward Specialty Insurance Group, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Atour Lifestyle Holdings Limited10 Nov 22
Registration Statement Declared Effective
Atour Lifestyle Holdings Limited's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Alkaid Acquisition Corp.10 Nov 22
Registration Statement Filed
Alkaid Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Alkaid Acquisition Corp.10 Nov 22
Shares Offered Disclosed
Alkaid Acquisition Corp .disclosed plans to offer 5,000,000 units, with each unit consisting of one share of common stock and one right to receive one-fifth of one share of common stock.
Alkaid Acquisition Corp.10 Nov 22
Underwriting Discount Disclosed
The underwriters received a discount of $0.525 per share (a gross spread of 5.25%) and a total of $2.625 mil for underwriting Alkaid Acquisition Corp.'s IPO
Alkaid Acquisition Corp.10 Nov 22
Other IPO Related
Alkaid Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Snail, Inc.10 Nov 22
Underwriting Discount Disclosed
The underwriters received a discount of $0.325 per share (a gross spread of 6.5%) and a total of $975,000 for underwriting Snail, Inc.'s IPO
Snail, Inc.10 Nov 22
IPO Price Disclosed
Snail, Inc. set the price of its initial public offering of 3,000,000 shares at $5.00 per share, which was at the midpoint of the $4.00 to $6.00 price range, for gross proceeds of $15.0 mil
Adamas One Corp.10 Nov 22
Shares Offered Increased
Adamas One Corp. increased the number of shares of common stock to be offered to 7,165,904 shares from 5,374,612 shares with Adamas One continuing to sell 3,150,000 shares and selling stockholders now offering 4,015,904 shares
Pono Capital Three, Inc.10 Nov 22
Registration Statement Filed
Pono Capital Three, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Pono Capital Three, Inc.10 Nov 22
Shares Offered Disclosed
Pono Capital Three, Inc. disclosed plans to offer 10,000,000 units, with each unit consisting of one Class A ordinary share and one redeemable warrant
Pono Capital Three, Inc.10 Nov 22
Underwriting Discount Disclosed
The underwriters received a discount of $0.52 per unit (a gross spread of 5.2%) and a total of $5.2 mil for underwriting Pono Capital Three, Inc.'s IPO
Pono Capital Three, Inc.10 Nov 22
Other IPO Related
Pono Capital Three, Inc. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Bounty Minerals, Inc.09 Nov 22
Registration Statement Filed
Bounty Minerals, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Acrivon Therapeutics, Inc.09 Nov 22
Registration Statement Declared Effective
Acrivon Therapeutics, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Plutonian Acquisition Corp.09 Nov 22
Registration Statement Declared Effective
Plutonian Acquisition Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
ASP Isotopes Inc.09 Nov 22
Registration Statement Declared Effective
ASP Isotopes Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Snail, Inc.09 Nov 22
Registration Statement Declared Effective
Snail, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
OS Acquisition Corp.09 Nov 22
IPO Withdrawn
OS Acquisition Corp. withdrew its initial public offering as the company no longer intends to pursue an IPO
Permex Petroleum Corporation09 Nov 22
Shares Offered Increased
Permex Petroleum Corporation increased the number of shares to be offered to 3,600,000 units, with each unit consisting of one common share and one warrant to purchase one common share; previously the company offered 2,000,000 shares of common stock
Permex Petroleum Corporation09 Nov 22
Price Range Decreased
Permex Petroleum Corporation decreased the anticipated price for its IPO to $3.74 per unit from $5.50 per common share
KWESST Micro Systems Inc.07 Nov 22
Price Range Decreased
KWESST Micro Systems Inc. decreased the anticipated price range for its IPO to $4.71 to $5.21 per unit from $4.13 to $6.30 per unit
Atour Lifestyle Holdings Limited07 Nov 22
Shares Offered Decreased
Atour Lifestyle Holdings Limited decreased the number of American Depositary Shares (ADS) to be offered to 4,750,000 shares from 19,744,700 shares
Atour Lifestyle Holdings Limited07 Nov 22
Price Range Decreased
Atour Lifestyle Holdings Limited decreased the anticipated price range for its IPO to between $11.00 to $13.00 per share from $13.50 to $15.50 per share
AgiiPlus Inc.07 Nov 22
Shares Offered Disclosed
AgiiPlus Inc. disclosed plans to offer 8,700,000 Class A ordinary shares to the public
AgiiPlus Inc.07 Nov 22
Price Range Disclosed
AgiiPlus Inc. set the anticipated price range for its IPO at $4.00 to $5.00 per share
Brera Holdings PLC04 Nov 22
Registration Statement Filed
Brera Holdings PLC filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Brera Holdings PLC04 Nov 22
Shares Offered Disclosed
Brera Holdings PLC disclosed plans to offer 1,500,000 Class B ordinary shares to the public
Brera Holdings PLC04 Nov 22
Price Range Disclosed
Brera Holdings PLC set the anticipated price range for its IPO at $4.00 to $6.00 per share
ParaZero Technologies Ltd.04 Nov 22
Shares Offered Decreased
ParaZero Technologies Ltd. decreased the number of shares to be offered to 1,600,000 units from 1,750,000 ordinary shares, with each unit consisting of one ordinary share and two warrants, each to purchase one ordinary share
ParaZero Technologies Ltd.04 Nov 22
Price Range Increased
ParaZero Technologies Ltd. increased the anticipated price range for its IPO to $4.25 to $6.25 per unit from $4.00 to $6.00 per ordinary share
Permex Petroleum Corporation04 Nov 22
Registration Statement Filed
Permex Petroleum Corporation filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Permex Petroleum Corporation04 Nov 22
Shares Offered Disclosed
Permex Petroleum Corporation disclosed plans to offer 2,000,000 shares of common stock to the public

Corporate Governance Reports

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..