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Mergers IPOs

Mergers & Acquisitions

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

DIRTT Environmental Solutions Ltd.07 Dec 21
Poison Pill Adoption
• Exhibit: Poison Pill Adoption Effective 12/07/2021
• Press release: DIRTT Announces Adoption of Shareholder Rights Plan (Press Release )
GCP Applied Technologies Inc.07 Dec 21
Poison Pill Amendment
DPD Note: Amendment to exempt Merger Agreement and related Voting Agreement under which Compagnie de Saint-Gobain S.A. will acquire the company; Expiration Date amended to include the effective time of the merger (8-K )
Post Holdings, Inc.06 Dec 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Washington Federal, Inc.06 Dec 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
CTS Corporation03 Dec 21
Planned Defense Change
DPD Note: The company announced plans to submit a binding proposal to amend the charter to provide for a majority voting standard for directors in uncontested elections at the company's 2022 annual meeting. If approved, the company would amend the bylaws to make conforming changes. The company currently has a "plurality plus" standard. (8-K )
Edwards Lifesciences Corporation03 Dec 21
No-Action Letter
DPD Note: Initial submission. (SEC Website )
Hill-Rom Holdings, Inc.03 Dec 21
Failed Say On Pay
DPD Note: At the December 2, 2021 special 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 )
Lee Enterprises, Incorporated03 Dec 21
Update:Proxy Fight Director Nomination on 11/26/2021
DPD Note: The company announced that the director nominations made by Alden Global Capital, LLC were invalid because they did not comply with the requirements set out in the company's advance notice bylaw. The company will therefore not recognize Alden's nominations and any proxies or votes submitted for the election of Alden's director candidates will be disregarded. (8-K )
Luckin Coffee Inc.03 Dec 21
Governance/Defense Controversy/Criticism
DPD Note: GS Wealth LP issued a press release containing a letter to shareholders and convertible bondholders regarding what it claims are company actions to facilitate a process for Centurium Capital to take control of the company and to block a proposed debt restructuring alternative. GS Wealth also claims the recently adopted rights plan was designed to undermine the proposed debt restructuring transaction. GS Wealth is a creditor to Special Purpose Vehicles currently in liquidation that own company shares. (Press Release )
Premier, Inc.03 Dec 21
Failed Say On Pay
DPD Note: At the company's December 3, 2021 annual meeting, a majority of the votes cast were against the approval of the company's say on pay proposal. (8-K )
Pure Cycle Corporation03 Dec 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
AT&T Inc.02 Dec 21
No-Action Letter
DPD Note: Initial submission. (SEC Website )
Campbell Soup Company02 Dec 21
Defense Related Stockholder Proposal
DPD Note: Vote results for December 1, 2021 annual meeting include a stockholder proposal to eliminate supermajority vote requirements that did not receive a majority of votes cast and was not approved. (8-K )
Eros STX Global Corporation02 Dec 21
Definitive Proxy (Advance Notice Annual Disclosure)
(6-K )
Johnson & Johnson02 Dec 21
No-Action Letter
DPD Note: Initial submission. (SEC Website )
Johnson & Johnson02 Dec 21
No-Action Letter
DPD Note: Initial submission. (SEC Website )
Micron Technology, Inc.02 Dec 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
RGC Resources, Inc.02 Dec 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
UniFirst Corporation02 Dec 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Visa Inc.02 Dec 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Baxter International Inc.01 Dec 21
No-Action Letter
DPD Note: Initial submission. (SEC Website )
Definitive Healthcare Corp.01 Dec 21
Corporate Governance Guidelines
• Exhibit: Corporate Governance Guidelines (Co. Website )
Entrada Therapeutics, Inc.01 Dec 21
Corporate Governance Guidelines
• Exhibit: Corporate Governance Guidelines (Co. Website )
Fluence Energy, Inc.01 Dec 21
Corporate Governance Guidelines
• Exhibit: Corporate Governance Guidelines (Co. Website )
Informatica Inc.01 Dec 21
Corporate Governance Guidelines
• Exhibit: Corporate Governance Guidelines (Co. Website )
Johnson & Johnson01 Dec 21
No-Action Letter
DPD Note: Initial submission. (SEC Website )
Meta Platforms, Inc.01 Dec 21
Corporate Governance Guidelines
• Exhibit: Corporate Governance Guidelines (Co. Website )
New York City REIT, Inc.01 Dec 21
Proxy Fight Director Nomination
DPD Note: Comrit Investments 1, LP issued a press release containing a letter to the Board announcing it nominated a director candidate for election to the company's Board at the 2022 annual meeting. (DFAN14A )
Olaplex Holdings, Inc.01 Dec 21
Corporate Governance Guidelines
• Exhibit: Corporate Governance Guidelines (Co. Website )
Rivian Automotive, Inc.01 Dec 21
Corporate Governance Guidelines
• Exhibit: Corporate Governance Guidelines (Co. Website )
Tyra Biosciences, Inc.01 Dec 21
Corporate Governance Guidelines
• Exhibit: Corporate Governance Guidelines (Co. Website )
3M Company30 Nov 21
No-Action Letter
DPD Note: Initial submission. (SEC Website )
Bank of New York Mellon Corporation (The)30 Nov 21
No-Action Letter
DPD Note: Initial submission. (SEC Website )
EVI Industries, Inc.30 Nov 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Johnson & Johnson30 Nov 21
No-Action Letter
DPD Note: Initial submission. (SEC Website )
Organogenesis Holdings Inc.30 Nov 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
R.R. Donnelley & Sons Company30 Nov 21
Update:Governance/Defense Controversy/Criticism on 09/27/2021
• Press release: RRD Confirms Receipt of Revised Proposal from Chatham Asset Management (Press Release )
Comtech Telecommunications Corp.29 Nov 21
Update:Proxy Fight Director Nomination on 09/08/2021
• Press release: Comtech Sets the Record Straight Regarding Outerbridge's Continued Misleading Claims (Press Release )
Lee Enterprises, Incorporated29 Nov 21
Update:Proxy Fight Director Nomination on 11/26/2021
• Press release: Lee Enterprises Comments on Purported Director Nominations from Alden (Press Release )
Lee Enterprises, Incorporated26 Nov 21
Proxy Fight Director Nomination
DPD Note: Alden Global Capital, LLC announced it nominated its own three-person slate for election to the company's classified Board at the 2022 annual meeting. Alden previously disclosed an unsolicited offer to acquire the remaining 94% of the company that it does not already own for $24.00 per share in cash. (Press Release )
Nam Tai Property Inc.26 Nov 21
Call Special Meeting (By Stockholder)
• Press release: Nam Tai Responds to a Request to Call Special Meeting of Shareholders (Press Release )
AgeX Therapeutics, Inc.24 Nov 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Anavex Life Sciences Corp.24 Nov 21
Governing Documents Filing (Refiling)
• Exhibit: Charter Amended/Restated Effective 05/25/2021 (10-K )
Intuit Inc.24 Nov 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Pfizer Inc.24 Nov 21
No-Action Letter
DPD Note: Initial submission. (SEC Website )
Rafael Holdings, Inc.24 Nov 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Zscaler, Inc.24 Nov 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Avenue Therapeutics, Inc.23 Nov 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
AZEK Company Inc. (The)23 Nov 21
Advance Notice Disclosure, Discloses AGM Date
DPD Note: The company announced that it will hold its 2022 annual meeting on March 8, 2022 which is more than 30 days earlier than the anniversary of the company's 2021 annual meeting held on May 18, 2021 triggering a new deadline under Rule 14a-8. The company disclosed a new deadline of December 15, 2021 for these proposals. (10-K )
Commercial Metals Company23 Nov 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Greenhill & Co., Inc.23 Nov 21
Corporate Governance Guidelines
• Exhibit: Corporate Governance Guidelines (Co. Website )
Griffon Corporation23 Nov 21
Discloses AGM Date
DPD Note: Company statement regarding Voss Capital, LLC proxy fight nominations. The press release also disclosed the 2022 annual meeting date (February 17, 2022). (Press Release )
Griffon Corporation23 Nov 21
Governance/Defense Controversy/Criticism
DPD Note: Voss Capital's press release announcing its director nominations for the 2022 annual meeting also criticized the company's governance and called for the separation of the Chair and CEO role and the immediate declassification of the Board. The company prevously disclosed it would seek approval to declassify the Board over a three-year transition period. (Press Release )
Griffon Corporation23 Nov 21
Proxy Fight Director Nomination
DPD Note: Voss Capital issued a press release containing a letter to the Board announcing it nominated a three-person slate for election to the company's classified board at the 2022 annual meeting. Voss cited the persistent underperformance, poor corporate governance, egregious management compensation and an outdated conglomerate structure. (DFAN14A )
Ideanomics, Inc.23 Nov 21
Governing Documents Filing (No Disclosure)
DPD Note: The company filed a bylaw amendment effective November 10, 2021 in a 10-Q filed November 23, 2021 but did not provide any disclosure regarding the effects of the amendment on the company's restated bylaws. The only changes identified by Deal Point Data were a modification of the quorum requirement and the vote requirement to decide any questions brought before a shareholder meeting. (10-Q )
Lindsay Corporation23 Nov 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Meta Financial Group, Inc.23 Nov 21
Governing Documents Filing (Restated Only)
• Exhibit: Charter Amended/Restated Effective 11/17/2021 (10-K )
Spectrum Brands Holdings, Inc.23 Nov 21
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 08/03/2021 (10-K )
Starbucks Corporation23 Nov 21
No-Action Letter
DPD Note: Initial submission. (SEC Website )
Texas Pacific Land Corporation23 Nov 21
No-Action Letter
DPD Note: Initial submission. (SEC Website )

IPO Activity

Incannex Healthcare Limited07 Dec 21
Shares Offered Increased
Incannex Healthcare Limited increased the number of American Depositary Shares (ADS) to be offered to 2,600,000 from 2,500,000 shares
NorthView Acquisition Corporation07 Dec 21
Shares Offered Decreased
NorthView Acquisition Corporation decreased the number of units to be offered to 15,000,000 units from 18,000,000 units
Globalink Investment Inc.06 Dec 21
Registration Statement Declared Effective
Globalink Investment Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
APx Acquisition Corp. I06 Dec 21
Registration Statement Declared Effective
APx Acquisition Corp. I's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Crypto 1 Acquisition Corp06 Dec 21
Registration Statement Declared Effective
Crypto 1 Acquisition Corp's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Motive Capital Corp II06 Dec 21
Registration Statement Declared Effective
Motive Capital Corp II's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Motive Capital Corp II06 Dec 21
Shares Offered Increased
Motive Capital Corp II increased the number of units to be offered to 30,000,000 units from 25,000,000 units
Jupiter Wellness Acquisition Corp.06 Dec 21
Registration Statement Declared Effective
Jupiter Wellness Acquisition Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Jupiter Wellness Acquisition Corp.06 Dec 21
Shares Offered Increased
Jupiter Wellness Acquisition Corp. increased the number of units to be offered to 12,000,000 units from 10,000,000 units
BioPlus Acquisition Corp.06 Dec 21
Shares Offered Increased
BioPlus Acquisition Corp. increased the number of units to be offered to 20,000,000 units from 18,000,000 units
Twelve Seas Investment Company IV TMT06 Dec 21
Registration Statement Filed
Twelve Seas Investment Company IV TMT filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Twelve Seas Investment Company IV TMT06 Dec 21
Shares Offered Disclosed
Twelve Seas Investment Company IV TMT disclosed plans to offer 20,000,000 units, with each unit consisting of one Class A common share and three-fourths of one redeemable warrant
Twelve Seas Investment Company IV TMT06 Dec 21
Underwriting Discount Disclosed
The underwriters received a discount of $0.20 per unit (a gross spread of 2%) and a total of $4 mil for underwriting Twelve Seas Investment Company IV TMT's IPO
Twelve Seas Investment Company IV TMT06 Dec 21
Other IPO Related
Twelve Seas Investment Company IV TMT disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Maris-Tech Ltd.06 Dec 21
Shares Offered Increased
Maris-Tech Ltd. increased the number of ordinary shares to be offered to 3,000,000 from 2,142,857 shares
Maris-Tech Ltd.06 Dec 21
Price Range Decreased
Maris-Tech Ltd. decreased the anticipated price range for its IPO to between $4.00 to $6.00 per share from $6.00 to $8.00 per share
Blue Ocean Acquisition Corp06 Dec 21
Shares Offered Increased
Blue Ocean Acquisition Corp increased the number of units to be offered to 16,500,000 units from 15,000,000 units
NeuroSense Therapeutics Ltd.06 Dec 21
Shares Offered Decreased
NeuroSense Therapeutics Ltd. decreased the number of units to be offered to 1,846,154 units from 2,500,000 units
NeuroSense Therapeutics Ltd.06 Dec 21
Price Range Decreased
NeuroSense Therapeutics Ltd. decreased the anticipated price range for its IPO to between $6.00 to $6.00 per share from $7.00 to $9.00 per share
Samsara Inc.06 Dec 21
Shares Offered Disclosed
Samsara Inc. disclosed plans to offer 35,000,000 Class A common shares to the public
Samsara Inc.06 Dec 21
Price Range Disclosed
Samsara Inc. set the anticipated price range for its IPO at $20.00 to $23.00 per share
10X Capital Venture Acquisition Corp. III06 Dec 21
Shares Offered Decreased
10X Capital Venture Acquisition Corp. III decreased the number of units to be offered to 25,000,000 units from 35,000,000 units
Keyarch Acquisition Corporation03 Dec 21
Registration Statement Filed
Keyarch Acquisition Corporation filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Keyarch Acquisition Corporation03 Dec 21
Shares Offered Disclosed
Keyarch Acquisition Corporation disclosed plans to offer 10,000,000 units, with each unit consisting of one Class A common share, one right and one-half of one warrant
Keyarch Acquisition Corporation03 Dec 21
Underwriting Discount Disclosed
The underwriters received a discount of $0.20 per unit (a gross spread of 2%) and a total of $2 mil for underwriting Keyarch Acquisition Corporation's IPO
Keyarch Acquisition Corporation03 Dec 21
Other IPO Related
Keyarch Acquisition Corporation disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Games & Esports Experience Acquisition Corp.​03 Dec 21
Shares Offered Increased
Games & Esports Experience Acquisition Corp. increased the number of units to be offered to 17,500,000 units from 15,000,000 units
ROC Energy Acquisition Corp.03 Dec 21
Shares Offered Increased
ROC Energy Acquisition Corp. increased the number of units to be offered to 18,000,000 units from 15,000,000 units
USA Acquisition Corp.03 Dec 21
Registration Statement Filed
USA Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
USA Acquisition Corp.03 Dec 21
Shares Offered Disclosed
USA Acquisition Corp. disclosed plans to offer 15,000,000 units, with each unit consisting of one Class A common share and one-half of one redeemable warrant
USA Acquisition Corp.03 Dec 21
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per unit (a gross spread of 5.5%) and a total of $8.25 mil for underwriting USA Acquisition Corp.'s IPO
USA Acquisition Corp.03 Dec 21
Other IPO Related
USA Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
DUET Acquisition Corp.03 Dec 21
Registration Statement Filed
DUET Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
DUET Acquisition Corp.03 Dec 21
Shares Offered Disclosed
DUET Acquisition Corp. disclosed plans to offer 7,500,000 units, with each unit consisting of one Class A common share and one-half of one redeemable warrant
DUET Acquisition Corp.03 Dec 21
Underwriting Discount Disclosed
The underwriters received a discount of $0.50 per unit (a gross spread of 5%) and a total of $3.75 mil for underwriting DUET Acquisition Corp.'s IPO
DUET Acquisition Corp.03 Dec 21
Other IPO Related
DUET Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Delimobil Holding S.A.03 Dec 21
IPO Withdrawn
Delimobil Holding S.A. withdrew its initial public offering as the company has determined not to pursue an IPO of its ADRs at this time
TLGY Acquisition Corporation03 Dec 21
Shares Offered Increased
TLGY Acquisition Corporation increased the number of units to be offered to 20,000,000 units from 17,500,000 units
BioPlus Acquisition Corp.02 Dec 21
Registration Statement Declared Effective
BioPlus Acquisition Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Blue Ocean Acquisition Corp02 Dec 21
Registration Statement Declared Effective
Blue Ocean Acquisition Corp's registration statement was declared effective by the Securities and Exchange Commission (SEC)
ST Energy Transition I Ltd.02 Dec 21
Registration Statement Declared Effective
ST Energy Transition I Ltd.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Bullpen Parlay Acquisition Company02 Dec 21
Registration Statement Declared Effective
Bullpen Parlay Acquisition Company's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Welsbach Technology Metals Acquisition Corp.02 Dec 21
Registration Statement Filed
Welsbach Technology Metals Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Welsbach Technology Metals Acquisition Corp.02 Dec 21
Shares Offered Disclosed
Welsbach Technology Metals Acquisition Corp. disclosed plans to offer 7,500,000 units, with each unit consisting of one common share and one right to receive one-tenth (1/10) of a share of common stock upon a business combination
Welsbach Technology Metals Acquisition Corp.02 Dec 21
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per unit (a gross spread of 5.5%) and a total of $4.125 mil for underwriting Welsbach Technology Metals Acquisition Corp.'s IPO
Welsbach Technology Metals Acquisition Corp.02 Dec 21
Other IPO Related
Welsbach Technology Metals Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
PROOF Acquisition Corp I02 Dec 21
Shares Offered Increased
PROOF Acquisition Corp I increased the number of units to be offered to 24,000,000 units from 20,000,000 units
Atlantic Coastal Acquisition Corp. II02 Dec 21
Registration Statement Filed
Atlantic Coastal Acquisition Corp. II filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Atlantic Coastal Acquisition Corp. II02 Dec 21
Shares Offered Disclosed
Atlantic Coastal Acquisition Corp. II disclosed plans to offer 25,000,000 units, with each unit consisting of one Series A common share and one-half of one redeemable warrant
Atlantic Coastal Acquisition Corp. II02 Dec 21
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per unit (a gross spread of 5.5%) and a total of $13.75 mil for underwriting Atlantic Coastal Acquisition Corp. II's IPO
Atlantic Coastal Acquisition Corp. II02 Dec 21
Other IPO Related
Atlantic Coastal Acquisition Corp. II disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Banyan Acquisition Corporation02 Dec 21
Shares Offered Decreased
Banyan Acquisition Corporation decreased the number of units to be offered to 20,000,000 units from 30,000,000 units
Games & Esports Experience Acquisition Corp.​01 Dec 21
Registration Statement Declared Effective
Games & Esports Experience Acquisition Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
ROC Energy Acquisition Corp.01 Dec 21
Registration Statement Declared Effective
ROC Energy Acquisition Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
UTA Acquisition Corporation01 Dec 21
Registration Statement Declared Effective
UTA Acquisition Corporation's registration statement was declared effective by the Securities and Exchange Commission (SEC)
AP Acquisition Corp01 Dec 21
Registration Statement Filed
AP Acquisition Corp filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
AP Acquisition Corp01 Dec 21
Shares Offered Disclosed
AP Acquisition Corp disclosed plans to offer 15,000,000 units, with each unit consisting of one Class A ordinary share and one-half of one redeemable warrant
AP Acquisition Corp01 Dec 21
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per unit (a gross spread of 5.5%) and a total of $8.25 mil for underwriting AP Acquisition Corp's IPO
AP Acquisition Corp01 Dec 21
Other IPO Related
AP Acquisition Corp disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Western Acquisition Ventures Corp.01 Dec 21
Shares Offered Decreased
Western Acquisition Ventures Corp. decreased the number of units to be offered to 10,000,000 units from 15,000,000 units
Spark Education Limited01 Dec 21
IPO Withdrawn
Spark Education Limited withdrew its initial public offering citing unfavorable market conditions
Nu Holdings Ltd.30 Nov 21
Price Range Decreased
Nu Holdings Ltd. decreased the anticipated price range for its IPO to between $8.00 to $9.00 per share from $10.00 to $11.00 per share
TLGY Acquisition Corporation30 Nov 21
Registration Statement Declared Effective
TLGY Acquisition Corporation's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Roth CH Acquisition V Co.30 Nov 21
Registration Statement Declared Effective
Roth CH Acquisition V Co.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
PROOF Acquisition Corp I30 Nov 21
Registration Statement Declared Effective
PROOF Acquisition Corp I's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Capitalworks Emerging Markets Acquisition Corp30 Nov 21
Registration Statement Declared Effective
Capitalworks Emerging Markets Acquisition Corp's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Fresh Vine Wine, Inc.29 Nov 21
Shares Offered Disclosed
Fresh Vine Wine, Inc. disclosed plans to offer 2,200,000 common shares to the public
Fresh Vine Wine, Inc.29 Nov 21
Price Range Disclosed
Fresh Vine Wine, Inc. set the anticipated price range for its IPO at $9.00 to $10.00 per share
Chicago Atlantic Real Estate Finance, Inc.29 Nov 21
Shares Offered Disclosed
Chicago Atlantic Real Estate Finance, Inc. disclosed plans to offer 6,250,000 common shares to the public
Chicago Atlantic Real Estate Finance, Inc.29 Nov 21
Price Range Disclosed
Chicago Atlantic Real Estate Finance, Inc. set the anticipated price range for its IPO at $16.00 to $18.00 per share
Canna-Global Acquisition Corp29 Nov 21
Registration Statement Declared Effective
Canna-Global Acquisition Corp's registration statement was declared effective by the Securities and Exchange Commission (SEC)
HashiCorp, Inc.29 Nov 21
Shares Offered Disclosed
HashiCorp, Inc. disclosed plans to offer 15,300,000 Class A common shares to the public
HashiCorp, Inc.29 Nov 21
Price Range Disclosed
HashiCorp, Inc. set the anticipated price range for its IPO at $68.00 to $72.00 per share
ONS Acquisition Corp.29 Nov 21
Shares Offered Decreased
ONS Acquisition Corp. decreased the number of units to be offered to 15,000,000 units from 20,000,000 units
Phoenix Motor Inc.29 Nov 21
Registration Statement Filed
Phoenix Motor Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Pershing Square Tontine Holdings, Ltd.26 Nov 21
Other IPO Related
Pershing Square SPARC Holdings, Ltd., which is not raising any captial and is not a SPAC, has filed to issue subscription warrants as special purpose acquisition rights (SPARs) on the NYSE which will be exerciseable upon a business combination agreement
Battery Future Acquisition Corp.26 Nov 21
Registration Statement Filed
Battery Future Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Battery Future Acquisition Corp.26 Nov 21
Shares Offered Disclosed
Battery Future Acquisition Corp. disclosed plans to offer 25,000,000 units, with each unit consisting of one Class A ordinary share and one-half of one redeemable warrant
Battery Future Acquisition Corp.26 Nov 21
Underwriting Discount Disclosed
The underwriters received a discount of $0.20 per unit (a gross spread of 2%) and a total of $5 mil for underwriting Battery Future Acquisition Corp.'s IPO
Battery Future Acquisition Corp.26 Nov 21
Other IPO Related
Battery Future Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Genesis Unicorn Capital Corp.26 Nov 21
Shares Offered Decreased
Genesis Unicorn Capital Corp. decreased the number of units to be offered to 7,500,000 units from 10,000,000 units
Heartland Media Acquisition Corp.26 Nov 21
Registration Statement Filed
Heartland Media Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Heartland Media Acquisition Corp.26 Nov 21
Shares Offered Disclosed
Heartland Media Acquisition Corp. disclosed plans to offer 20,000,000 units, with each unit consisting of one share of Class A common stock and one-half of one redeemable warrant
Heartland Media Acquisition Corp.26 Nov 21
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $11 mil for underwriting Heartland Media Acquisition Corp.'s IPO
Heartland Media Acquisition Corp.26 Nov 21
Other IPO Related
Heartland Media Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Genenta Science S.p.A.24 Nov 21
Shares Offered Disclosed
Genenta Science S.p.A. disclosed plans to offer 1,608,695 American Depositary Shares (ADS) with each ADS representing one ordinary share
Genenta Science S.p.A.24 Nov 21
Price Range Disclosed
Genenta Science S.p.A. set the anticipated price range for its IPO at $10.50 to $12.50 per American Depositary Share
Financial Strategies Acquisition Corp.24 Nov 21
Shares Offered Increased
Financial Strategies Acquisition Corp. increased the number of units to be offered to 8,700,000 units from 7,200,000 units
Southport Acquisition Corporation24 Nov 21
Registration Statement Filed
Southport Acquisition Corporation filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Southport Acquisition Corporation24 Nov 21
Shares Offered Disclosed
Southport Acquisition Corporation disclosed plans to offer 20,000,000 units, with each unit consisting of one share of Class A common stock and one-half of one warrant
Southport Acquisition Corporation24 Nov 21
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $11 mil for underwriting Southport Acquisition Corporation's IPO
Southport Acquisition Corporation24 Nov 21
Other IPO Related
Southport Acquisition Corporation disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Revelstone Capital Acquisition Corp.24 Nov 21
Registration Statement Filed
Revelstone Capital Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Revelstone Capital Acquisition Corp.24 Nov 21
Shares Offered Disclosed
Revelstone Capital Acquisition Corp. disclosed plans to offer 15,000,000 units, with each unit consisting of one share of Class A common stock and one-half of one redeemable warrant
Revelstone Capital Acquisition Corp.24 Nov 21
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $8.25 mil for underwriting Revelstone Capital Acquisition Corp.'s IPO
Revelstone Capital Acquisition Corp.24 Nov 21
Other IPO Related
Revelstone Capital Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Vahanna Tech Edge Acquisition I Corp.24 Nov 21
Shares Offered Increased
Vahanna Tech Edge Acquisition I Corp. increased the number of units to be offered to 17,400,000 units from 15,000,000 units
SEP Growth Holdings Corp.24 Nov 21
IPO Withdrawn
SEP Growth Holdings Corp. withdrew its initial public offering indicating it would not pursue an IPO at this time
Cerberus Telecom Acquisition Corp. II24 Nov 21
Shares Offered Decreased
Cerberus Telecom Acquisition Corp. II decreased the number of units to be offered to 25,000,000 units from 50,000,000 units
The Growth for Good Acquisition Corporation24 Nov 21
Registration Statement Filed
The Growth for Good Acquisition Corporation filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)

Corporate Governance Reports

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..