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Latest Spotlights

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 At the same time the number of withdrawn SPAC deals surged in Q1. Withdrawn SPAC IPOs in Q1 (61) exceeded priced SPAC IPOs (55), and there were 17 withdrawn de-SPAC M&A deals in Q1 vs 28 completed de-SPACs.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

Pure Cycle Corporation05 Dec 23
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Walt Disney Company (The)05 Dec 23
Activist Campaign Announced
DPD Note: Ancora began a campaign at Walt Disney publicly advocating for the appointment of Nelson Peltz to the company's board, arguing Mr. Peltz's experience and expertise would be beneficial in overseeing the challenging turnaround facing the enterprise (Press Release )
Synchronoss Technologies, Inc.04 Dec 23
Activist Campaign Announced
DPD Note: 180 Degree Capital Corp began a campaign at Synchronoss Technologies with a 13D filing reporting the shares were purchased for investment purposes and that it intends to discuss a range of value-enhancing opportunities with management (SC 13D )
United Airlines Holdings, Inc.04 Dec 23
Poison Pill Amendment
DPD Note: Extend expiration date from December 4, 2023 to December 4, 2026 subject to stockholder approval at the 2024 annual meeting (or the plan will expire at time of meeting); Reduce exercise price to $200 from $250; Definition of "Warrant Agreements" amended (8-K )
Worthington Steel, Inc.04 Dec 23
Corporate Governance Guidelines
• Exhibit: Corporate Governance Guidelines (Co. Website )
Birkenstock Holding plc01 Dec 23
Corporate Governance Guidelines
• Exhibit: Corporate Governance Guidelines (Co. Website )
Builders FirstSource, Inc.01 Dec 23
Audit Committee Charter
• Exhibit: Audit Committee Charter (Co. Website )
Builders FirstSource, Inc.01 Dec 23
Compensation Committee Charter
• Exhibit: Compensation Committee Charter (Co. Website )
Builders FirstSource, Inc.01 Dec 23
Corporate Governance Guidelines
• Exhibit: Corporate Governance Guidelines (Co. Website )
Builders FirstSource, Inc.01 Dec 23
Nominating and Corporate Governance Committee Charter
• Exhibit: Nominating and Corporate Governance Committee Charter (Co. Website )
Jabil Inc.01 Dec 23
Audit Committee Charter
• Exhibit: Audit Committee Charter (Co. Website )
Jabil Inc.01 Dec 23
Compensation Committee Charter
• Exhibit: Compensation Committee Charter (Co. Website )
Jabil Inc.01 Dec 23
Nominating and Corporate Governance Committee Charter
• Exhibit: Nominating and Corporate Governance Committee Charter (Co. Website )
Jabil Inc.01 Dec 23
Other Board Committee Charter
• Exhibit: Cybersecurity Committee Charter (Co. Website )
Maplebear Inc.01 Dec 23
Corporate Governance Guidelines
• Exhibit: Corporate Governance Guidelines (Co. Website )
Mullen Automotive Inc.01 Dec 23
Advance Notice Disclosure, Discloses AGM Date
DPD Note: The company has scheduled its next annual meeting for February 29, 2024 which is more than 30 days earlier than the anniversary of the company's last annual meeting held on August 3, 2023 triggering the alternative timing provision in the company's advance notice bylaw and a new deadline under Rule 14a-8. The company provided a new deadline of December 11, 2023 for 14a-8 proposals and December 21, 2023 for non-14a-8 proposals and nominations. The company held an annual meeting during fiscal year 2023 and the proposals that were approved at such meeting including the election of directors are, and remain valid, the Nasdaq Listing Qualifications Department determined that the 2023 annual meeting did not satisfy Nasdaq Listing Rule 5620(a). Accordingly, solely to comply with the Nasdaq Listing Rule, the annual meeting for fiscal year 2024 will also be deemed the 2023 annual meeting. (8-K )
Neumora Therapeutics, Inc.01 Dec 23
Corporate Governance Guidelines
• Exhibit: Corporate Governance Guidelines (Co. Website )
RGC Resources, Inc.01 Dec 23
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Uber Technologies, Inc.01 Dec 23
Audit Committee Charter
• Exhibit: Audit Committee Charter (Co. Website )
Uber Technologies, Inc.01 Dec 23
Compensation Committee Charter
• Exhibit: Compensation Committee Charter (Co. Website )
Uber Technologies, Inc.01 Dec 23
Nominating and Corporate Governance Committee Charter
• Exhibit: Nominating and Governance Committee Charter (Co. Website )
Aeva Technologies, Inc.30 Nov 23
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Beyond, Inc.30 Nov 23
Planned Defense Change
DPD Note: The company announced plans to put a charter amendment to declassify the Board to a vote at the company's 2024 annual meeting. If approved, the board will be declassified and all directors will be elected annually beginning with the company's 2025 annual meeting. (8-K )
CEA Industries Inc.30 Nov 23
Activist Campaign Announced
DPD Note: Lance Brock Finlinson began a campaign at CEA Industries with a 13D filing reporting the shares were purchased for investment purposes and that he expects to continue general discussions with management and the board (SC 13D )
comScore, Inc.30 Nov 23
Proxy Fight Director Nomination
DPD Note: 180 Degree Capital announced it intends to nominate two candidates, which includes 180 Degree Capital CEO Kevin Rendino, for election to the company's ten-member, classified board at the 2024 annual meeting. The nomination window opens on December 30, 2023. 180 Degree Capital also plans to request that a proposal for declassification of the Board be included in the proxy materials issued in connection with the 2024 annual meeting. (DFAN14A )
Home Depot, Inc.30 Nov 23
Other Stockholder Proposal Disclosure
DPD Note: Green Century Capital Management issued a press release containing additional details regarding a 14a-8 proposal that will be voted on at the company's 2024 annual meeting. (Press Release )
InVivo Therapeutics Holdings Corp.30 Nov 23
Advance Notice Disclosure, Discloses AGM Date
DPD Note: The company announced that it will hold its 2023 annual meeting on December 29, 2023 which is more than 60 days later than the anniversary of the company's 2022 annual meeting held on September 9, 2022 triggering the alternative timing provision in the company's advance notice bylaw and a new deadline under Rule 14a-8. The company provided a new deadline of "no later than 10 calendar days following the date of this 8-K" for all proposals and nominations. (8-K )
LianBio30 Nov 23
Activist Campaign Announced
DPD Note: Tang Capital Management began a campaign at LianBio with a 13D filing disclosing the shares were purchased for investment purposes and published an open letter to the board proposing to acquire all remaining outstanding capital stock of the company (SC 13D )
Republic First Bancorp, Inc.30 Nov 23
Advance Notice Disclosure, Postpone Meeting
DPD Note: The company announced it postponed the annual meeting previously scheduled for December 19, 2023 and that it will be disclosing new deadlines to submit proposals and nominations at the meeting. (8-K )
UniFirst Corporation30 Nov 23
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Walt Disney Company (The)30 Nov 23
Activist Campaign Announced
DPD Note: Trian Fund Management began a second campaign at Walt Disney with a brief statement confirming ongoing discussions regarding the company's financial performance and disclosing that Nelson Peltz's request to join the board was denied (Press Release )
Walt Disney Company (The)30 Nov 23
Proxy Fight Director Nomination
DPD Note: Trian Fund Management LP announced that it intends to nominate an alternative slate of director candidates at the company's 2024 annual meeting. The nominations window opens on December 5, 2023. (DFAN14A )
Ammo, Inc.29 Nov 23
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Campbell Soup Company29 Nov 23
Compensation Committee Charter
• Exhibit: Compensation and Organization Committee Charter (Co. Website )
Lions Gate Entertainment Corp.29 Nov 23
Defense Related Stockholder Proposal
DPD Note: Vote results for November 28, 2023 annual meeting include a stockholder proposal take all reasonable and necessary steps (excluding those steps that must be taken by shareholders) to adopt a plan of arrangement or other recapitalization plan that would eliminate the dual-class share structure of the company (eliminate dual class unequal voting) that received a majority of votes cast and was approved. (8-K )
Micron Technology, Inc.29 Nov 23
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Phillips 6629 Nov 23
Activist Campaign Announced
DPD Note: Elliott Management began a campaign at Phillips 66 with a board letter outlining a strategy to boost shareholder returns that includes adding two director candidates with industry experience and selling various non-core assets (Press Release )
Provident Financial Holdings Inc29 Nov 23
Failed Director Elections/Zombie Directors
DPD Note: At the company's November 28, 2023 annual meeting, a majority of the votes cast were withheld from one of the three company directors up for election at the meeting. Craig G. Blunden was elected under the company's plurality vote standard (votes withheld had no effect on the election). (8-K )
Micron Technology, Inc.28 Nov 23
Audit Committee Charter
• Exhibit: Audit Committee Charter (Co. Website )
Micron Technology, Inc.28 Nov 23
Corporate Governance Guidelines
• Exhibit: Corporate Governance Guidelines (Co. Website )
Micron Technology, Inc.28 Nov 23
Nominating and Corporate Governance Committee Charter
• Exhibit: Governance and Sustainability Committee Charter (Co. Website )
Spyre Therapeutics, Inc.28 Nov 23
Corporate Governance Guidelines
• Exhibit: Corporate Governance Guidelines (Co. Website )
Theratechnologies Inc.28 Nov 23
Activist Campaign Announced
DPD Note: Soleus Capital Management began a campaign at Theratechnologies with a 13D filing reporting that it intends to continue discussions with management on various value-enhancing opportunities, including potential strategic transctions (SC 13D )
Twilio Inc.28 Nov 23
Activist Campaign Announced
DPD Note: Anson Funds began a campaign at Twilio with a private letter to management, viewed by The Information, urging the board to find a buyer for the entire company or sell its data and applications business units (Deal Point Data Research )
Bluegreen Vacations Holding Corporation27 Nov 23
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
CISO Global, Inc.27 Nov 23
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Crown Castle Inc.27 Nov 23
Activist Campaign Announced
DPD Note: Elliott Management began a second campaign at Crown Castle with a letter to management arguing changes to executive leadership and the board's makeup are essential first steps to effecting a meaningful turnaround at the company (Press Release )
Koil Energy Solutions, Inc.27 Nov 23
Activist Campaign Announced
DPD Note: Galloway Capital Partners began a campaign at Koil Energy with a 13D filing expressing disappointment with management's running of the company and is urging the board to explore strategic opportunities including a private sale or merger transaction (SC 13D )
Lakeland Bancorp, Inc.27 Nov 23
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
NioCorp Developments Ltd.27 Nov 23
Advance Notice Disclosure
DPD Note: The company disclosed a new 14a-8 deadline for the delayed 2023 annual meeting which was rescheduled for January 19, 2024. The company also provided a November 15, 2023 to December 20, 2023 submission window for director nominations (i.e., the 65th day and the 30th day prior to the date of the meeting, respectively). (8-K )
PACCAR Inc.27 Nov 23
No-Action Letter
DPD Note: Initial submission. (SEC Website )
Strattec Security Corporation27 Nov 23
Activist Campaign Announced
DPD Note: Gate City Capital Management began a campaign at Strattec Security with a 13D filing reporting the shares were undervalued when purchased and that it expects to continue discussions with management on a range of value-enhancing opportunities (SC 13D )
Eiger BioPharmaceuticals, Inc.24 Nov 23
Activist Campaign Announced
DPD Note: Moshe Arkin began a campaign at Eiger BioPharmaceuticals reporting that he had written to the board encouraging it to raise additional capital to advance the development of Lonafarnib potentially from Mr. Arkin and other investors (SC 13D )
Frontline plc24 Nov 23
Definitive Proxy (Advance Notice Annual Disclosure)
(6-K )
Liberty Global Ltd.24 Nov 23
Reincorporation
DPD Note: Reincorporation in Bermuda from England (8-K12B )
Seanergy Maritime Holdings Corp.24 Nov 23
Activist Campaign Announced
DPD Note: George Economou began a campaign at Seanergy Maritime Holdings with a 13D filing reporting the shares were undervalued when purchased and that he intends to discuss company matters with management and the board (SC 13D )
Theseus Pharmaceuticals, Inc.24 Nov 23
Activist Campaign Announced
DPD Note: Tang Capital Management began a campaign at Theseus Pharmaceuticals with a 13D filing disclosing the shares were purchased for investment purposes and published an open letter to the board proposing to acquire all remaining outstanding capital stock (SC 13D )

IPO Activity

Inno Holdings Inc.05 Dec 23
Underwriting Discount Disclosed
The underwriters received a discount of $0.28 per share (a gross spread of 7.0%) and a total of $700,000 for underwriting Inno Holdings Inc.'s IPO
Inno Holdings Inc.05 Dec 23
IPO Price Disclosed
Inno Holdings Inc. set the price of its initial public offering of 1,500,000 shares of common stock at $4.00 per share, at the low end of the anticipated price range, for gross proceeds to the company of $10 mil
Garden Stage Limited04 Dec 23
Underwriting Discount Disclosed
The underwriters received a discount of $0.29 per share (a gross spread of 7.25%) and a total of $725,000 for underwriting Garden Stage Limited's IPO
Garden Stage Limited04 Dec 23
IPO Price Disclosed
Garden Stage Limited set the price of its initial public offering of 2,500,000 shares of common stock at $4.00 per share, at the low end of the anticipated price range, for gross proceeds to the company of $10 mil
Inno Holdings Inc.04 Dec 23
Registration Statement Declared Effective
Inno Holdings Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Flewber Global Inc.04 Dec 23
Shares Offered Decreased
Flewber Global Inc. now plans to offer 3,333,333 shares of common stock to the public, previously the company disclosed plans to offer 3,750,000 shares in its IPO
Flewber Global Inc.04 Dec 23
Price Range Increased
Flewber Global Inc. increased the anticipated price for its IPO to a range of $4.00 to $5.00 per share from an anticipated price of $4.00 per share
Aquarius II Acquisition Corp.04 Dec 23
IPO Withdrawn
The SEC filed a staff letter indicating that the registration statement related to this IPO be declared abandoned given that the registration statement has been on file for more than nine months and has not yet become effective
T20 Holdings Pte. Ltd.04 Dec 23
IPO Withdrawn
The SEC filed a staff letter indicating that the registration statement related to this IPO be declared abandoned given that the registration statement has been on file for more than nine months and has not yet become effective
CE Energy Acquisition Corp.04 Dec 23
IPO Withdrawn
The SEC filed a staff letter indicating that the registration statement related to this IPO be declared abandoned given that the registration statement has been on file for more than nine months and has not yet become effective
Carmot Therapeutics Inc.04 Dec 23
Other IPO Related
On 12/04/2023, Carmot Therapeutics Inc. announced that it has entered into a definitive agreement to be acquired by Roche for $2.7 bil
Aimei Health Technology Co., Ltd01 Dec 23
Registration Statement Declared Effective
Aimei Health Technology Co., Ltd's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Garden Stage Limited01 Dec 23
Shares Offered Increased
Garden Stage Limited disclosed that the company will now offer 2,500,000 ordinary shares to the public, previously the company announced an offering of 2,000,000 shares
Garden Stage Limited01 Dec 23
Registration Statement Declared Effective
Garden Stage Limited's registration statement was declared effective by the Securities and Exchange Commission (SEC)
QMMM Holdings Limited01 Dec 23
Shares Offered Increased
QMMM Holdings Limited increased the number of ordinary shares to be offered to 1,600,000 shares from 960,000 shares
Fenbo Holdings Limited01 Dec 23
Underwriting Discount Disclosed
The underwriters received a discount of $0.40 per share (a gross spread of 8%) and a total of $400,000 for underwriting Fenbo Holdings Limited's IPO
Fenbo Holdings Limited01 Dec 23
IPO Price Disclosed
Fenbo Holdings Limited set the price of its initial public offering of 1,000,000 ordinary shares at $5.00 per share, at the mid-point of the anticipated price range of $4 to $6 per share for gross proceeds to the company of $5 mil
Fenbo Holdings Limited29 Nov 23
Registration Statement Declared Effective
Fenbo Holdings Limited's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Concord Health Limited29 Nov 23
Registration Statement Filed
Concord Health Limited filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Concord Health Limited29 Nov 23
Price Range Disclosed
Concord Health Limited set the anticipated price for its IPO at $4.00 per share
SolarJuice Co., Ltd.28 Nov 23
Shares Offered Disclosed
SolarJuice Co., Ltd. disclosed plans to offer 9,00,000 ordinary shares to the public in its IPO
SolarJuice Co., Ltd.28 Nov 23
Price Range Disclosed
SolarJuice Co., Ltd. set the anticipated price range for its IPO at $4.00 to $6.00 per share
Sancai Holding Group Ltd27 Nov 23
IPO Withdrawn
The SEC filed a staff letter indicating that the registration statement related to this IPO be declared abandoned given that the registration statement has been on file for more than nine months and has not yet become effective
Colombier Acquisition Corp. II22 Nov 23
Shares Offered Increased
Colombier Acquisition Corp. II increased the number of units to be offered to 15,000,000 units from 13,000,000 units
SU Group Holdings Limited22 Nov 23
Registration Statement Filed
SU Group Holdings Limited filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
SU Group Holdings Limited22 Nov 23
Shares Offered Disclosed
SU Group Holdings Limited disclosed plans to offer 1,250,000 ordinary shares to the public in its IPO
SU Group Holdings Limited22 Nov 23
Price Range Disclosed
SU Group Holdings Limited set the anticipated price range for its IPO at $4.00 to $5.00 per ordinary share
Elevai Labs, Inc.22 Nov 23
Underwriting Discount Disclosed
The underwriters received a discount of $0.28 per share (a gross spread of 7.0%) and a total of $420,000 for underwriting Elevai Labs, Inc.'s IPO
Elevai Labs, Inc.22 Nov 23
IPO Price Disclosed
Elevai Labs, Inc. set the price of its initial public offering of 1,500,000 shares of common stock at $4.00 per share, at the low end of the anticipated price range, for gross proceeds to the company of $6 mil
Top Wealth Group Holding Limited21 Nov 23
Registration Statement Filed
Top Wealth Group Holding Limited filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Top Wealth Group Holding Limited21 Nov 23
Shares Offered Disclosed
Top Wealth Group Holding Limited disclosed plans to offer 2,000,000 ordinary shares to the public in its IPO
Top Wealth Group Holding Limited21 Nov 23
Price Range Disclosed
Top Wealth Group Holding Limited set the anticipated price range for its IPO at $4.00 to $6.00 per ordinary share
Houyi Digital Internet Industry Tech Co., Ltd.21 Nov 23
Registration Statement Filed
Houyi Digital Internet Industry Tech Co., Ltd. filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Houyi Digital Internet Industry Tech Co., Ltd.21 Nov 23
Shares Offered Disclosed
Houyi Digital Internet Industry Tech Co., Ltd. disclosed plans to offer 20,00,000 ordinary shares to the public in its IPO
Houyi Digital Internet Industry Tech Co., Ltd.21 Nov 23
Price Range Disclosed
Houyi Digital Internet Industry Tech Co., Ltd. set the anticipated price for its IPO at $5.00 per ordinary share
Flewber Global Inc.20 Nov 23
Shares Offered Increased
Flewber Global Inc. now plans to offer 3,750,000 shares of common stock to the public, previously the company disclosed plans to offer 1,555,556 shares in its IPO
Flewber Global Inc.20 Nov 23
Price Range Decreased
Flewber Global Inc. adjusted the anticipated price for its IPO to $4.00 per share from a range of $4.00 to $5.00 per share
COR3 & Co. (Holdings) Limited20 Nov 23
Registration Statement Filed
COR3 & Co. (Holdings) Limited filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
COR3 & Co. (Holdings) Limited20 Nov 23
Shares Offered Disclosed
COR3 & Co. (Holdings) Limited disclosed plans to offer 3,875,000 ordinary shares to the public with the company selling 2,250,000 shares and selling shareholders offering 1,625,000 shares
COR3 & Co. (Holdings) Limited20 Nov 23
Price Range Disclosed
COR3 & Co. (Holdings) Limited set the anticipated price range for its IPO at $4.00 to $5.00 per ordinary share
Colombier Acquisition Corp. II20 Nov 23
Registration Statement Declared Effective
Colombier Acquisition Corp. II's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Elevai Labs, Inc.20 Nov 23
Registration Statement Declared Effective
Elevai Labs, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Richtech Robotics Inc.20 Nov 23
Underwriting Discount Disclosed
The underwriters received a discount of $0.35 per share (a gross spread of 7.0%) and a total of $735,000 for underwriting Richtech Robotics Inc.'s IPO
Richtech Robotics Inc.20 Nov 23
IPO Price Disclosed
Richtech Robotics Inc. set the price of its initial public offering of 2,100,000 shares of Class B common stock at $5.00 per share, at the anticipated price, for gross proceeds to the company of $10.5 mil
Carmot Therapeutics Inc.17 Nov 23
Registration Statement Filed
Carmot Therapeutics Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
IB Acquisition Corp.17 Nov 23
Registration Statement Filed
IB Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
IB Acquisition Corp.17 Nov 23
Shares Offered Disclosed
IB Acquisition Corp. disclosed plans to offer 10,000,000 units, with each unit consisting of one share of common stock and one right to receive 1/10 of one share
IB Acquisition Corp.17 Nov 23
Underwriting Discount Disclosed
The underwriters received a discount of $0.30 per unit (a gross spread of 3%) and a total of $3 mil for underwriting IB Acquisition Corp.'s IPO
IB Acquisition Corp.17 Nov 23
IPO Price Disclosed
IB Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Bayview Acquisition Corp17 Nov 23
Registration Statement Filed
Bayview Acquisition Corp filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Bayview Acquisition Corp17 Nov 23
Shares Offered Disclosed
Bayview Acquisition Corp disclosed plans to offer 5,000,000 units, with each unit consisting of one ordinary share and one right to receive 1/10 of one ordinary share
Bayview Acquisition Corp17 Nov 23
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per unit (a gross spread of 5.5%) and a total of $2.75 mil for underwriting Bayview Acquisition Corp's IPO
Bayview Acquisition Corp17 Nov 23
Other IPO Related
Bayview Acquisition Corp disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
U-BX Technology Ltd.17 Nov 23
Shares Offered Decreased
U-BX Technology Ltd. decreased the number of ordinary shares to be offered to 2,000,000 shares from 5,000,000 shares
Alta Global Group Limited17 Nov 23
Registration Statement Filed
Alta Global Group Limited filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Richtech Robotics Inc.16 Nov 23
Shares Offered Increased
Richtech Robotics Inc. now plans to offer 2,100,000 shares of Class B common stock to the public, previously the company disclosed plans to offer 2,000,000 shares in its IPO
Richtech Robotics Inc.16 Nov 23
Registration Statement Declared Effective
Richtech Robotics Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
DDC Enterprise Limited16 Nov 23
Shares Offered Decreased
DDC Enterprise Limited decreased the number of Class A ordinary shares to be offered to 3,900,000 shares from 4,485,000 shares
DDC Enterprise Limited16 Nov 23
Registration Statement Declared Effective
DDC Enterprise Limited's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Majestic Ideal Holdings Ltd16 Nov 23
Shares Offered Decreased
Majestic Ideal Holdings Ltd disclosed that they will now offer 2,500,000 ordinary shares to the public with the selling shareholders now offering shares via separate prospectus
Signing Day Sports, Inc.15 Nov 23
Shares Offered Decreased
Signing Day Sports, Inc. disclosed that they will now offer 1,200,000 shares of common stock to the public; previously they disclosed an offering of 1,500,000 shares
Signing Day Sports, Inc.15 Nov 23
Underwriting Discount Disclosed
The underwriters received a discount of $0.35 per share (a gross spread of 7.0%) and a total of $480,000 mil for underwriting Signing Day Sports, Inc.'s IPO
Signing Day Sports, Inc.15 Nov 23
IPO Price Disclosed
Signing Day Sports, Inc. set the price of its initial public offering of 1,200,000 shares of common stock at $5.00 per share, within the anticipated price range of $4 to $6, for gross proceeds to the company of $6 mil
Shimmick Corporation15 Nov 23
Shares Offered Decreased
Shimmick Corporation decreased the number of shares of common stock to be offered to 3,575,000 shares from 4,550,000 shares
Shimmick Corporation15 Nov 23
Underwriting Discount Disclosed
The underwriters received a discount of $0.49 per share (a gross spread of 7.0%) and a total of $1.75 mil for underwriting Shimmick Corporation's IPO
Shimmick Corporation15 Nov 23
IPO Price Disclosed
Shimmick Corporation set the price of its initial public offering of 3,575,000 shares of common stock at $7.00 per share, below the anticipated price range of $10 to $12, for gross proceeds to the company of $25 mil
Building DreamStar Technology Inc.14 Nov 23
IPO Withdrawn
The SEC filed a staff letter indicating that the registration statement related to this IPO be declared abandoned given that the registration statement has been on file for more than nine months and has not yet become effective
Key Mining Corp.14 Nov 23
Registration Statement Filed
Key Mining Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Telomir Pharmaceuticals, Inc.14 Nov 23
Registration Statement Filed
Telomir Pharmaceuticals, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Samfine Creation Holdings Group Limited13 Nov 23
Registration Statement Filed
Samfine Creation Holdings Group Limited filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Samfine Creation Holdings Group Limited13 Nov 23
Shares Offered Disclosed
Samfine Creation Holdings Group Limited disclosed plans to offer 2,500,000 ordinary shares to the public
Samfine Creation Holdings Group Limited13 Nov 23
Price Range Disclosed
Samfine Creation Holdings Group Limited set the anticipated price range for its IPO at $4.00 to $5.00 per share
Intelligent Group Limited13 Nov 23
Shares Offered Decreased
Intelligent Group Limited disclosed that the company was now offering 2,000,000 ordinary shares with the selling shareholders now offering shares via a separate prospectus
Global Lights Acquisition Corp13 Nov 23
Registration Statement Declared Effective
Global Lights Acquisition Corp's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Signing Day Sports, Inc.13 Nov 23
Registration Statement Declared Effective
Signing Day Sports, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Shimmick Corporation13 Nov 23
Registration Statement Declared Effective
Shimmick Corporation's registration statement was declared effective by the Securities and Exchange Commission (SEC)
CARGO Therapeutics, Inc.13 Nov 23
Underwriting Discount Disclosed
The underwriters received a discount of $1.05 per share (a gross spread of 7.0%) and a total of $19.7 mil for underwriting CARGO Therapeutics, Inc.'s IPO
CARGO Therapeutics, Inc.13 Nov 23
IPO Price Disclosed
CARGO Therapeutics, Inc. set the price of its initial public offering of 18,750,000 shares of common stock at $15.00 per share, at the low end of the anticipated price range, for gross proceeds to the company of $281 mil
FreeCast, Inc.13 Nov 23
Registration Statement Filed
FreeCast, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
AI TRANSPORTATION ACQUISITION CORP13 Nov 23
Shares Offered Increased
AI TRANSPORTATION ACQUISITION CORP increased the number of units to be offered to 6,000,000 units from 5,000,000 units
AI TRANSPORTATION ACQUISITION CORP13 Nov 23
Underwriting Discount Disclosed
The underwriters now received a discount of $0.55 per unit (a gross spread of 5.5%) and a total of $3.3 mil for underwriting AI TRANSPORTATION ACQUISITION CORP's IPO
Tiga Acquisition Corp. II13 Nov 23
IPO Withdrawn
Tiga Acquisition Corp. II withdrew its initial public offering
YY Group Holding Limited13 Nov 23
Registration Statement Filed
YY Group Holding Limited filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
YY Group Holding Limited13 Nov 23
Shares Offered Disclosed
YY Group Holding Limited disclosed plans to offer 1,500,000 Class A ordinary shares to the public
YY Group Holding Limited13 Nov 23
Price Range Disclosed
YY Group Holding Limited set the anticipated price range for its IPO at $4.00 to $5.00 per share
UL Solutions Inc.13 Nov 23
Registration Statement Filed
UL Solutions Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Hamilton Insurance Group, Ltd.13 Nov 23
Underwriting Discount Disclosed
The underwriters received a discount of $0.9375 per share (a gross spread of 6.25%) and a total of $13,859,376 for underwriting Hamilton Insurance Group, Ltd.'s IPO
Hamilton Insurance Group, Ltd.13 Nov 23
IPO Price Disclosed
Hamilton Insurance Group, Ltd. set the price of its initial public offering of 15,000,000 shares of common stock at $15.00 per share, below the anticipated price range of $16 to $18 per share for gross proceeds to the company of $225 mil
ZEEKR Intelligent Technology Holding Limited09 Nov 23
Registration Statement Filed
ZEEKR Intelligent Technology Holding Limited filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
J-Long Group Limited09 Nov 23
Shares Offered Disclosed
J-Long Group Limited disclosed plans to offer 1,400,000 ordinary shares to the public
J-Long Group Limited09 Nov 23
Price Range Disclosed
J-Long Group Limited set the anticipated price range for its IPO at between $4.00 and $6.00 per ordinary share
CARGO Therapeutics, Inc.09 Nov 23
Registration Statement Declared Effective
CARGO Therapeutics, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Hamilton Insurance Group, Ltd.09 Nov 23
Registration Statement Declared Effective
Hamilton Insurance Group, Ltd.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
BioLingus (Cayman) Limited09 Nov 23
Shares Offered Decreased
BioLingus (Cayman) Limited disclosed that they will now offer 360,000 ordinary shares to the public; previously they disclosed an offering of 3,000,000 shares
BioLingus (Cayman) Limited09 Nov 23
Price Range Increased
BioLingus (Cayman) Limited increased the anticipated price for its IPO to $20.00 per share from $15.00 to $16.00 per share
Globavend Holdings Limited09 Nov 23
Shares Offered Decreased
Globavend Holdings Limited decreased the number of ordinary shares to be offered to 1,500,000 shares from 1,875,000 shares
Globavend Holdings Limited09 Nov 23
Underwriting Discount Disclosed
The underwriters received a discount of $0.3 per share (a gross spread of 7.5%) and a total of $450,000 for underwriting Globavend Holdings Limited's IPO
Globavend Holdings Limited09 Nov 23
IPO Price Disclosed
Globavend Holdings Limited set the price of its initial public offering of 1,500,000 ordinary shares at $4.00 per share, at the low end of the anticipated $4.00 to $5.00 price range for gross proceeds to the company of $6 mil
Arago Acquisition Corp.09 Nov 23
IPO Withdrawn
Arago Acquisition Corp. withdrew its initial public offering as the company no longer intends to pursue an IPO at this time
Med Eiby Holding Co., Limited09 Nov 23
Price Range Increased
Med Eiby Holding Co., Limited increased the anticipated price range for its IPO to a range of $4.00 to $6.00 per share from an anticipated price of $5.00 per share

Corporate Governance Reports

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..