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Mergers IPOs

Mergers & Acquisitions/IPOs

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 At the same time the number of withdrawn SPAC deals surged in Q1. Withdrawn SPAC IPOs in Q1 (61) exceeded priced SPAC IPOs (55), and there were 17 withdrawn de-SPAC M&A deals in Q1 vs 28 completed de-SPACs.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

Daseke, Inc.09 Jun 23
Failed Director Elections/Zombie Directors
DPD Note: At the company's June 8, 2023 annual meeting, a majority of the votes cast were withheld from one of the eight directors up for election at the meeting. Brian Bonner was elected under the company's plurality vote standard (votes withheld had no effect on the election). (8-K )
Nabors Industries Ltd.09 Jun 23
Failed Say On Pay
DPD Note: At the company's June 6, 2023 annual meeting, a majority of the votes cast were against the approval of the company's say on pay proposal. (8-K )
Revolution Medicines, Inc.09 Jun 23
Failed Director Elections/Zombie Directors
DPD Note: At the company's June 8, 2023 annual meeting, a majority of the votes cast were withheld from one of the three directors up for election at the meeting. Alexis Borisy was elected under the company's plurality vote standard (votes withheld had no effect on the election). (8-K )
Sarepta Therapeutics, Inc.09 Jun 23
Failed Say On Pay
DPD Note: At the company's June 8, 2023 annual meeting, a majority of the votes cast were against the approval of the company's say on pay proposal. (8-K )
VAALCO Energy, Inc.09 Jun 23
Failed Say On Pay
DPD Note: At the company's June 8, 2023 annual meeting, a majority of the votes cast were against the approval of the company's say on pay proposal. (8-K )
Willdan Group, Inc.09 Jun 23
Failed Say On Pay
DPD Note: At the company's June 8, 2023 annual meeting, a majority of the votes cast were against the approval of the company's say on pay proposal. (8-K )
Alphabet Inc.08 Jun 23
Defense Related Stockholder Proposal
DPD Note: Vote results for June 2, 2023 annual meeting include stockholder proposals to a.) adopt a recapitalization plan for all outstanding stock to have one vote per share (eliminate dual class unequal voting) and b.) require stockholder approval for any advance notice bylaw amendments that require certain timing and/or disclosure requirements for director nominees and nominating shareholders that failed to receive a majority of votes cast and were not approved. (8-K )
Duckhorn Portfolio, Inc. (The)08 Jun 23
Governing Documents Filing (Refiling)
• Exhibit: Charter Amended/Restated Effective 03/17/2021 (10-Q )
Enviri Corporation08 Jun 23
Corporate Governance Guidelines
• Exhibit: Corporate Governance Principles (Co. Website )
International Seaways, Inc.08 Jun 23
Poison Pill Ratify Proposal
DPD Note: Vote results for June 6, 2023 annual meeting include the approval of a proposal to ratify the company's Amended and Restated Rights Agreement. (8-K )
Lifeway Foods, Inc.08 Jun 23
Activist Campaign Announced
DPD Note: Kanen Wealth Management began a campaign at Lifeway Foods urging the board to begin a strategic review process focused on selling the company and reporting it intends to support Edward and Ludmila Smolyansky's alternative slate at the 2023 annual meeting (Press Release )
Oportun Financial Corporation08 Jun 23
Failed Director Elections/Zombie Directors
DPD Note: At the company's June 6, 2023 annual meeting, a majority of the votes cast were withheld from one of the two company directors up for re-election at the meeting. Jo Ann Barefoot was elected under the company's plurality vote standard (votes withheld had no effect on the election). (8-K )
Osisko Gold Royalties Ltd.08 Jun 23
Poison Pill Ratify Proposal
DPD Note: Vote results for June 7, 2023 annual meeting include the approval of a proposal to amend and reconfirm the Amended and Restated Shareholder Rights Plan. (6-K )
Advanced Drainage Systems, Inc.07 Jun 23
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Chuy's Holdings, Inc.07 Jun 23
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Dollar General Corporation07 Jun 23
Other Stockholder Proposal Disclosure
DPD Note: Domini Impact Investments LLC issued a press release highlighting the passing of the proposal it co-sponsored at the May 31, 2023 annual meeting requesting the company to conduct a third-party audit on worker health and safety. (Press Release )
Edgio, Inc.07 Jun 23
Advance Notice Disclosure
DPD Note: The company disclosed that the yet to be scheduled 2023 annual meeting will be held more than 30 days later than the anniversary of the company's 2022 annual meeting held on June 9, 2022 triggering the alternative timing provision in the company's advance notice bylaw and a new deadline under Rule 14a-8 (i.e., the deadlines provided in the 2022 proxy statement no longer apply). 14a-8 proposals must be received "a reasonable time before the Company begins to print and send its proxy materials" and the deadline for non-14a-8 proposals and nominations "will be no later than the close of business on the later of one hundred and twenty (120) calendar days in advance of the 2023 Annual Meeting and ten (10) calendar days following the date on which public announcement of the date of the meeting is first made". (8-K )
Element Solutions Inc07 Jun 23
Failed Say On Pay
DPD Note: At the company's June 6, 2023 annual meeting, a majority of the votes cast were against the approval of the company's say on pay proposal. (8-K )
Heska Corporation07 Jun 23
Failed Say On Pay
DPD Note: At the June 7, 2023 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 )
Mastercard Incorporated07 Jun 23
Exempt Solicitation
DPD Note: New York City Comptroller's Office on behalf of the New York City Pension Funds filed a Notice of Exempt Solicitation urging stockholders to vote for its proposal requesting the board issue a report on its oversight of management's decision-making regarding any application to the International Standards Organization to establish a merchant category code for standalone gun and ammunition stores. The proposal will be voted on at the company's June 27, 2023 annual meeting. (PX14A6G )
Merrimack Pharmaceuticals, Inc.07 Jun 23
Poison Pill Ratify Proposal
DPD Note: Vote results for June 6, 2023 annual meeting include the approval of the First Amendment of the Section 382 Rights Agreement extending the term to December 2, 2025. (8-K )
Nordstrom, Inc.07 Jun 23
Poison Pill Ratify Proposal
DPD Note: Vote results for June 6, 2023 annual meeting include the approval of an advisory vote regarding the extension of the company's Rights Agreement until September 19, 2025. (8-K )
OptimizeRx Corporation07 Jun 23
Failed Say On Pay
DPD Note: At the company's June 7, 2023 annual meeting, a majority of the votes cast were against the approval of the company's say on pay proposal. (8-K )
Pennsylvania Real Estate Investment Trust07 Jun 23
Failed Director Elections/Zombie Directors
DPD Note: At the company's June 1, 2023 annual meeting, a majority of the votes cast were withheld from all seven of the directors up for election at the meeting. Each of Mr. Alburger, Mr. Coradino, Mr. DeMarco, Ms. Epps, Mr. Pasquerilla, Mr. Pizzi and Mr. Roberts Ronald D. Brown was elected under the company's "plurality plus" vote standard (votes withheld had no effect on the election). In accordance with the company's majority voting policy in its Corporate Governance Guidelines, each director tendered his or her offer of resignation to the Board. The Board will consider the resignation offers and make a determination as to whether to accept or reject the tendered resignations within 90 days of the date of certification of the AGM results. Promptly thereafter, the company will publicly disclose the Board's decision regarding the tendered resignations. (8-K )
Pennsylvania Real Estate Investment Trust07 Jun 23
Failed Say On Pay
DPD Note: At the company's June 1, 2023 annual meeting, a majority of the votes cast were against the approval of the company's say on pay proposal. (8-K )
PJT Partners Inc.07 Jun 23
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 06/01/2023 (S-8 )
PulteGroup, Inc.07 Jun 23
Audit Committee Charter
• Exhibit: Audit Committee Charter (Co. Website )
PulteGroup, Inc.07 Jun 23
Compensation Committee Charter
• Exhibit: Compensation and Management Development Committee Charter (Co. Website )
PulteGroup, Inc.07 Jun 23
Corporate Governance Guidelines
• Exhibit: Corporate Governance Guidelines (Co. Website )
PulteGroup, Inc.07 Jun 23
Nominating and Corporate Governance Committee Charter
• Exhibit: Nominating and Governance Committee Charter (Co. Website )
Stem, Inc.07 Jun 23
Failed Company Defense Change Vote
DPD Note: Vote results for June 7, 2023 annual meeting include company proposals to amend the company's charter to declassify the board and eliminate supermajority vote requirements to amend the charter/byaws that were not approved. Each proposal received support from a majority of votes cast but only 39% of O/S (66.67% of O/S required for approval). (8-K )
System1, Inc.07 Jun 23
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Ulta Beauty, Inc.07 Jun 23
Governing Documents Filing (Restated Only)
• Exhibit: Bylaws Amended/Restated Effective 06/01/2023 (8-K )
Astria Therapeutics, Inc.06 Jun 23
Governing Documents Filing (Refiling)
• Exhibit: Charter Amended/Restated Effective 09/08/2021 (8-K )
Avangrid, Inc.06 Jun 23
Advance Notice Disclosure
DPD Note: The company filed a revised proxy statement for its 2023 annual meeting after the meeting date was postponed. The revised proxy updated the advance notice timeliness requirements for the 2024 annual meeting including a new 14a-8 deadline. (DEFR14A )
Franklin BSP Realty Trust, Inc.06 Jun 23
Failed Company Defense Change Vote
DPD Note: Vote results for May 31, 2023 annual meeting a company proposal to amend the charter to eliminate the supermajority vote requirement (66.67% of O/S) to remove directors and amend certain charter provisions that was not approved. The proposal received a majority of votes cast and approximately 49% of O/S but fell short of the 66.67% of O/S required for approval. (8-K )
Freshpet, Inc.06 Jun 23
Advance Notice Disclosure, Postpone Meeting
DPD Note: The company announced the postponement of the 2023 annual meeting to October 2023 rather than the July 25, 2023 date it previously disclosed. The company also disclosed that it expects to have an additional fourth candidate available to stand for election as a Class III director at the annual meeting and provided a June 16, 2023 nomination deadline but only with respect to the nominee for the new position created by the one seat increase. (8-K )
Keros Therapeutics, Inc.06 Jun 23
Failed Director Elections/Zombie Directors
DPD Note: At the company's June, 2023 annual meeting, a majority of the votes cast were withheld from one of the two directors up for election at the meeting. Carl L. Gordon was elected under the company's plurality vote standard (votes withheld had no effect on the election). (8-K )
Lantronix, Inc.06 Jun 23
Activist Campaign Announced
DPD Note: Orange River Management began a campaign at Lantronix with a 13D filing reporting the shares were undervalued when purchased and that it intends to discuss CEO succession plans and board composition matters with leadership (SC 13D )
Netflix, Inc.06 Jun 23
Defense Related Stockholder Proposal
DPD Note: Vote results for June 1, 2023 annual meeting include a stockholder proposal to reduce the percent required to call a special meeting from 20% to 15% and "to clear up any ambiguity on whether street name shares can formally participate equally in calling for a special shareholder meeting" that did not receive a majority of votes cast and was not approved. (8-K )
Netflix, Inc.06 Jun 23
Failed Say On Pay
DPD Note: At the company's June 1, 2023 annual meeting, a majority of the votes cast were against the approval of the company's say on pay proposal. (8-K )
Procter & Gamble Company (The)06 Jun 23
No-Action Letter
DPD Note: Initial submission. (SEC Website )
Quantum Corporation06 Jun 23
Governing Documents Filing (Refiling)
• Exhibit: Charter Amended/Restated Effective 08/13/2007 (10-K )
Quantum Corporation06 Jun 23
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 08/19/2022 (10-K )
Quantum Corporation06 Jun 23
Governing Documents Filing (Refiling)
• Exhibit: Bylaws Amended/Restated Effective 11/18/2008 (10-K )
Quantum Corporation06 Jun 23
Governing Documents Filing (Refiling)
• Exhibit: Bylaws Amendment Effective 01/21/2010 (10-K )
Quantum Corporation06 Jun 23
Governing Documents Filing (Refiling)
• Exhibit: Bylaws Amendment Effective 02/08/2016 (10-K )
Quotient Technology Inc.06 Jun 23
Activist Campaign Announced
DPD Note: Quotient Technology's announcement of a second settlement agreement with Engaged Capital to reconstitute the board ahead of the 2023 annual meeting will serve to replace the prior iteration, which expired on March 1, 2023 (8-K )
Quotient Technology Inc.06 Jun 23
Settlement/Standstill
DPD Note: The company entered into a new Cooperation Agreement with Engaged Capital, LLC to replace the prior agreement (dated May 16, 2022) that expired on March 1, 2023. Pursuant to the new agreement, the number of directors on the Board will be reduced to seven and two new directors (Tracey Figurelli and Kate Vanek) will be nominated for election at the company's August 2023 annual meeting. The agreement includes standstill and voting commitments. (8-K )
Sturm, Ruger & Company, Inc.06 Jun 23
Governing Documents Filing (Refiling)
• Exhibit: Charter Amended/Restated Effective 02/26/1969 (S-8 )
Sturm, Ruger & Company, Inc.06 Jun 23
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 04/28/1987 (S-8 )
Sturm, Ruger & Company, Inc.06 Jun 23
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 04/26/1988 (S-8 )
Sturm, Ruger & Company, Inc.06 Jun 23
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 04/25/1989 (S-8 )
Sturm, Ruger & Company, Inc.06 Jun 23
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 05/07/1993 (S-8 )
Sturm, Ruger & Company, Inc.06 Jun 23
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 07/23/1996 (S-8 )
Target Corporation06 Jun 23
Activist Campaign Announced
DPD Note: National Center for Public Policy Research began a campaign at Target, claiming management's recent controversial marketing campaign has alienated its core customer base and jeopardized the financial success of the enterprise (Co. Website )
Target Corporation06 Jun 23
Other Material Defense/Proxy Disclosure
DPD Note: The National Center for Public Policy Research issued a press release announcing it made a formal demand of the company's corporate books and records related to its "reckless promotion of LGBT products". (Press Release )

IPO Activity

Surf Air Mobility Inc.12 Jun 23
Other IPO Related
Surf Air Mobility Inc. previously had agreed to merge with Tuscan Holdings Corp. II in a deSPAC transaction, but that deal was eventually terminated.
Roma Green Finance Limited09 Jun 23
Registration Statement Filed
Roma Green Finance Limited filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Roma Green Finance Limited09 Jun 23
Shares Offered Disclosed
Roma Green Finance Limited disclosed plans to offer 3,004,412 ordinary shares to the public with Roma selling 2,458,155 shares and selling shareholders offering 546,257 shares
Roma Green Finance Limited09 Jun 23
Price Range Disclosed
Roma Green Finance Limited set the anticipated price range for its IPO at $4.00 to $5.00 per share
Modern Mining Technology Corp.09 Jun 23
Registration Statement Filed
Modern Mining Technology Corp. filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Modern Mining Technology Corp.09 Jun 23
Shares Offered Disclosed
Modern Mining Technology Corp. disclosed plans to offer 2,000,000 shares of common stock to the public
Modern Mining Technology Corp.09 Jun 23
Price Range Disclosed
Modern Mining Technology Corp. set the anticipated price for its IPO at $5.00 per share
Vesta Real Estate Corporation08 Jun 23
Registration Statement Filed
Vesta Real Estate Corporation filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Cortigent, Inc.07 Jun 23
Shares Offered Disclosed
Cortigent, Inc. disclosed plans to offer 1,500,000 shares of common stock to the public
Cortigent, Inc.07 Jun 23
Price Range Disclosed
Cortigent, Inc. set the anticipated price for its IPO at $10.00 per share
Prime Skyline Limited07 Jun 23
Shares Offered Decreased
Prime Skyline Limited decreased the number of ordinary shares to be offered to 2,500,000 shares from 4,500,000 shares with Prime Skyline Limited now selling 1,832,500 shares and the selling stockholder offering 667,500 shares
Prime Skyline Limited07 Jun 23
Price Range Increased
Prime Skyline Limited increased the anticipated price for its IPO to $6.00 per share from $4.00 per share
Pixie Dust Technologies, Inc.07 Jun 23
Registration Statement Filed
Pixie Dust Technologies, Inc. filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Pixie Dust Technologies, Inc.07 Jun 23
Shares Offered Disclosed
Pixie Dust Technologies, Inc. disclosed plans to offer 2,000,000 American Depositary Shares (ADS) with each ADS representing one common share
Pixie Dust Technologies, Inc.07 Jun 23
Price Range Disclosed
Pixie Dust Technologies, Inc. set the anticipated price range for its IPO at $9.00 to $10.00 per ADS
Surf Air Mobility Inc.05 Jun 23
Registration Statement Filed
Surf Air Mobility Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Atlas Growth Acquisition Limited05 Jun 23
IPO Withdrawn
Atlas Growth Acquisition Limited withdrew its initial public offering as the company no longer intends to pursue an IPO
CAVA Group, Inc.05 Jun 23
Shares Offered Disclosed
CAVA Group, Inc. disclosed plans to offer 14,444,444 shares of common stock to the public
CAVA Group, Inc.05 Jun 23
Price Range Disclosed
CAVA Group, Inc. set the anticipated price range for its IPO at $17.00 to $19.00 per share
Azitra Inc.05 Jun 23
Shares Offered Decreased
Azitra Inc. disclosed that they will now offer 1,500,000 shares of common stock to the public; previously they disclosed an offering of 2,400,000 shares
Earlyworks Co., Ltd.05 Jun 23
Price Range Decreased
Earlyworks Co., Ltd. decreased the anticipated price for its IPO to $5.00 per ADS from a range of $4.00 to $6.00 per ADS
Origin Life Sciences, Inc.05 Jun 23
Price Range Decreased
Origin Life Sciences, Inc. decreased the anticipated price for its IPO to $5.00 per share from a range of $4.00 to $6.00 per share
Maison Solutions Inc.02 Jun 23
Shares Offered Increased
Maison Solutions Inc. increased the number of Class A common shares to be offered to 3,750,000 shares from 3,000,000 shares
Hanryu Holdings, Inc.02 Jun 23
Shares Offered Decreased
Hanryu Holdings, Inc. decreased the number of shares of common stock to be offered to 1,727,272 shares from 3,636,363 shares with Hanryu selling 727,272 shares and selling stockholders offering 1,000,000 shares
Warrantee Inc.02 Jun 23
Registration Statement Filed
Warrantee Inc. filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Warrantee Inc.02 Jun 23
Shares Offered Disclosed
Warrantee Inc. disclosed plans to offer 2,770,000 American Depositary Shares (ADS) with each ADS representing one common share
Warrantee Inc.02 Jun 23
Price Range Disclosed
Warrantee Inc. set the anticipated price for its IPO at $4.00 per ADS
Warrantee Inc.02 Jun 23
IPO Withdrawn
Warrantee Inc. withdrew its initial public offering as the company no longer intends to pursue an IPO at this time
Webuy Global Ltd02 Jun 23
Shares Offered Disclosed
Webuy Global Ltd disclosed that the offering would still consist of 4,000,000 ordinary shares, with Webuy now selling 3,175,000 shares and the selling shareholders offering 825,000 shares
Lucas GC Limited31 May 23
Shares Offered Increased
Lucas GC Limited increased the number of ordinary shares to be offered to 3,070,000 from 750,000 shares
Global Engine Group Holding Limited31 May 23
Shares Offered Decreased
Global Engine Group Holding Limited decreased the number of ordinary shares to be offered to 2,000,000 from 3,500,000 shares
Chi Ko Holdings Limited30 May 23
Shares Offered Disclosed
Chi Ko Holdings Limited plans to offer 1,740,000 ordinary shares to the public
Chi Ko Holdings Limited30 May 23
Price Range Disclosed
Chi Ko Holdings Limited set the anticipated price range for its IPO at $4.00 to $5.00 per ordinary share
VinFast Auto Ltd.30 May 23
IPO Withdrawn
VinFast Auto Ltd. withdrew its initial public offering as the company announced on 05/12/2023 that it had agreed to merge with Black Spade Acquisition Co, a special purpose acquisition company
Inflection Point Acquisition Corp. II26 May 23
Shares Offered Increased
Inflection Point Acquisition Corp. II increased the number of units to be offered to 22,000,000 units from 20,000,000 units
Inflection Point Acquisition Corp. II26 May 23
Underwriting Discount Disclosed
The underwriters received a discount of $0.70 per unit (a gross spread of 7%) and a total of $15.4 mil for underwriting Inflection Point Acquisition Corp. II's IPO
SRM Entertainment, Inc.26 May 23
Registration Statement Filed
SRM Entertainment, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
SRM Entertainment, Inc.26 May 23
Shares Offered Disclosed
SRM Entertainment, Inc. disclosed plans to offer 1,800,000 shares of common stock to the public in its IPO
SRM Entertainment, Inc.26 May 23
Price Range Disclosed
SRM Entertainment, Inc. set the anticipated price range for its IPO at $4.50 to $5.50 per share
GEN Restaurant Group, Inc.26 May 23
Registration Statement Filed
GEN Restaurant Group, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
reAlpha Tech Corp.26 May 23
Shares Offered Decreased
reAlpha Tech Corp. decreased the number of shares of common stock to be offered to 4,151,519 shares from 41,666,554 shares
Atmus Filtration Technologies Inc.26 May 23
Underwriting Discount Disclosed
The underwriters received a discount of $1.12125 per share (a gross spread of 5.75%) and a total of $15.8 mil for underwriting Atmus Filtration Technologies Inc.'s IPO
Atmus Filtration Technologies Inc.26 May 23
IPO Price Disclosed
Atmus Filtration Technologies Inc. set the price of its initial public offering of 14,124,409 shares at $19.50 per share, which was at the midpoint of the $18 to $21 anticipated price range, for gross proceeds of $275.4 mil
Aimei Health Technology Co., Ltd26 May 23
Registration Statement Filed
Aimei Health Technology Co., Ltd filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Aimei Health Technology Co., Ltd26 May 23
Shares Offered Disclosed
Aimei Health Technology Co., Ltd disclosed plans to offer 5,000,000 units, with each unit consisting of one ordinary share, one redeemable warrant to purchase 3/4 of one ordinary share, and one right to receive 1/10 of one ordinary share
Aimei Health Technology Co., Ltd26 May 23
Underwriting Discount Disclosed
The underwriters received a discount of $0.40 per unit (a gross spread of 4%) and a total of $2 mil for underwriting Aimei Health Technology Co., Ltd's IPO
Aimei Health Technology Co., Ltd26 May 23
Other IPO Related
Aimei Health Technology Co., Ltd disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
ATS Corporation25 May 23
Underwriting Discount Disclosed
The underwriters received a discount of $1.5375 per share (a gross spread of 3.75%) and a total of $9,225,000 for underwriting ATS Corporation's IPO
ATS Corporation25 May 23
IPO Price Disclosed
ATS Corporation set the price of its initial public offering of 6,000,000 shares at $41.00 per share
Atmus Filtration Technologies Inc.25 May 23
Registration Statement Declared Effective
Atmus Filtration Technologies Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
XJet Ltd.25 May 23
Shares Offered Disclosed
XJet Ltd disclosed plans to offer 2,000,000 ordinary shares to the public
XJet Ltd.25 May 23
Price Range Disclosed
XJet Ltd set the anticipated price range for its IPO at $4.00 to $6.00 per ordinary share
Zerospo25 May 23
Shares Offered Disclosed
Zerospo disclosed plans to offer 3,750,000 ordinary shares to the public
Zerospo25 May 23
Price Range Disclosed
Zerospo set the anticipated price range for its IPO at $4.00 to $5.00 per share
Planet Image International Limited24 May 23
Shares Offered Decreased
Planet Image International Limited decreased the number of common shares to be offered to 4,000,000 Class A ordinary shares from 6,000,000 shares
Inflection Point Acquisition Corp. II24 May 23
Registration Statement Declared Effective
Inflection Point Acquisition Corp. II 's registration statement was declared effective by the Securities and Exchange Commission (SEC)
ATS Corporation24 May 23
Registration Statement Declared Effective
ATS Corporation's registration statement was declared effective by the Securities and Exchange Commission (SEC)
T1V, Inc.24 May 23
Shares Offered Increased
T1V, Inc. increased the number of Class A common shares to be offered to 3,300,000 shares from 3,020,000 shares
Inspire Veterinary Partners, Inc.24 May 23
Shares Offered Increased
Inspire Veterinary Partners, Inc. increased the number of Class A common shares to be offered to 5,686,747 shares from 5,624,839 shares, with the company continuing to offer 1 million shares and selling shareholders now offering 4,686,747 shares
BranchOut Food Inc.23 May 23
Shares Offered Decreased
BranchOut Food Inc. disclosed that they will now offer 1,100,000 shares of common stock to the public; previously they disclosed an offering of 1,250,000 shares
ATS Corporation23 May 23
Registration Statement Filed
ATS Corporation filed for an initial public offering with its filing of an F-10 with the Securities and Exchange Commission (SEC)
ATS Corporation23 May 23
Shares Offered Disclosed
ATS Corporation disclosed plans to offer 6,000,000 common shares to the public
Intelligent Group Limited23 May 23
Registration Statement Filed
Intelligent Group Limited filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Intelligent Group Limited23 May 23
Shares Offered Disclosed
Intelligent Group Limited disclosed plans to offer 5,000,000 ordinary shares to the public, with the company offering 3,400,000 shares and the selling shareholder selling 1,600,000 shares
Intelligent Group Limited23 May 23
Price Range Disclosed
Intelligent Group Limited set the anticipated price range for its IPO at $4.00 to $5.00 per ordinary share
ESH Acquisition Corp.22 May 23
Shares Offered Decreased
ESH Acquisition Corp. decreased the number of units to be offered to 10,000,000 units from 30,000,000 units with each unit now consisting of one share of Class A common stock and one right to receive1/10 of one share
Maison Solutions Inc.22 May 23
Registration Statement Filed
Maison Solutions Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Maison Solutions Inc.22 May 23
Shares Offered Disclosed
Maison Solutions Inc. disclosed plans to offer 3,000,000 shares of Class A common stock to the public
Maison Solutions Inc.22 May 23
Price Range Disclosed
Maison Solutions Inc. set the anticipated price for its IPO at $4.00 per share
Solowin Holdings22 May 23
Shares Offered Disclosed
Solowin Holdings disclosed plans to offer 3,000,000 ordinary shares to the public
Solowin Holdings22 May 23
Price Range Disclosed
Solowin Holdings set the anticipated price range for its IPO at $4.00 to $6.00 per ordinary share
Silver Sustainable Solutions Corp.22 May 23
IPO Withdrawn
Silver Sustainable Solutions Corp. withdrew its initial public offering as the company no longer intends to pursue an IPO
Advanced Biomed Inc.22 May 23
Registration Statement Filed
Advanced Biomed Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Lemeng Holdings Limited22 May 23
Shares Offered Disclosed
Lemeng Holdings Limited disclosed plans to offer 4,000,000 Class B ordinary shares to the public
Lemeng Holdings Limited22 May 23
Price Range Disclosed
Lemeng Holdings Limited set the anticipated price range for its IPO at $4.00 to $6.00 per share
La Rosa Holdings Corp.19 May 23
Shares Offered Decreased
La Rosa Holdings Corp. decreased the number of shares of common stock to be offered to 1,000,000 from 1,400,000 shares
CAVA Group, Inc.19 May 23
Registration Statement Filed
CAVA Group, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Squarex Pharmaceutical Corporation19 May 23
IPO Withdrawn
Squarex Pharmaceutical Corporation withdrew its initial public offering as the company no longer intends to pursue an IPO at this time
Bowen Acquisition Corp19 May 23
Registration Statement Filed
Bowen Acquisition Corp filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Bowen Acquisition Corp19 May 23
Shares Offered Disclosed
Bowen Acquisition Corp disclosed plans to offer 6,000,000 units, with each unit consisting of one ordinary share and one right to receive 1/10 of one ordinary share
Bowen Acquisition Corp19 May 23
Underwriting Discount Disclosed
The underwriters received a discount of $0.25 per unit (a gross spread of 2.5%) and a total of $1.5 mil for underwriting Bowen Acquisition Corp's IPO
Bowen Acquisition Corp19 May 23
Other IPO Related
Bowen Acquisition Corp disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Intensity Therapeutics, Inc.18 May 23
Shares Offered Increased
Intensity Therapeutics, Inc. increased the number of common shares to be offered to 3,250,000 from 1,777,778 shares
African Agriculture, Inc.18 May 23
IPO Withdrawn
African Agriculture, Inc. withdrew its initial public offering as the company announced on 11/22/2022 that it had agreed to merge with 10X Capital Venture Acquisition Corp. II, a special purpose acquisition company
SIMPPLE LTD.17 May 23
Shares Offered Decreased
SIMPPLE LTD. decreased the number of ordinary shares to be offered to 1,625,000 shares from 2,000,000 shares
Elephant Oil Corp.17 May 23
Shares Offered Increased
Elephant Oil Corp. increased the number of common shares to be offered to 1,555,556 common shares from 1,527,778 common shares
CaliberCos Inc.17 May 23
Shares Offered Increased
CaliberCos Inc. increased the number of Class A ordinary shares to be offered to 1,200,000 shares from 800,000 shares
CaliberCos Inc.17 May 23
Underwriting Discount Disclosed
The underwriters received a discount of $0.32 per share (a gross spread of 8%) and a total of $384,000 for underwriting CaliberCos Inc.'s IPO
CaliberCos Inc.17 May 23
IPO Price Disclosed
CaliberCos Inc. set the price of its initial public offering of 1,200,000 shares at $4.00 per share, which was below the $5.00 anticipated price, for gross proceeds of $4.8 mil
DESRI Inc.17 May 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
Webuy Global Ltd16 May 23
Shares Offered Disclosed
Webuy Global Ltd disclosed that the offering would still consist of 4,000,000 ordinary shares, with Webuy now selling 2,625,000 shares and the selling shareholders offering 1,375,000 shares
Atmus Filtration Technologies Inc.16 May 23
Shares Offered Disclosed
Atmus Filtration Technologies Inc. disclosed that the debt-for-equity exchange partners plan to offer 14,124,409 shares of common stock to the public
Atmus Filtration Technologies Inc.16 May 23
Price Range Disclosed
Atmus Filtration Technologies Inc. set the anticipated price range for its IPO at $18.00 to $21.00 per share
CaliberCos Inc.16 May 23
Registration Statement Declared Effective
CaliberCos Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Strong Global Entertainment, Inc.16 May 23
Underwriting Discount Disclosed
The underwriters received a discount of $0.28 per share (a gross spread of 7%) and a total of $280,000 for underwriting Strong Global Entertainment, Inc.'s IPO
Strong Global Entertainment, Inc.16 May 23
IPO Price Disclosed
Strong Global Entertainment, Inc. set the price of its initial public offering of 1,000,000 shares at $4.00 per share, which is 20% below the expected $5.00 price, for gross proceeds of $4 mil
Pineapple Financial Inc.16 May 23
Shares Offered Disclosed
Pineapple Financial Inc. disclosed plans to offer 1,250,000 common shares to the public in its IPO
Pineapple Financial Inc.16 May 23
Price Range Disclosed
Pineapple Financial Inc. set the anticipated price range for its IPO at $4.00 to $6.00 per share
Strong Global Entertainment, Inc.15 May 23
Registration Statement Declared Effective
Strong Global Entertainment, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Signing Day Sports, Inc.15 May 23
Registration Statement Filed
Signing Day Sports, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)

Corporate Governance Reports

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

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

Record Month for Bylaw Amendments - 12/05/2022

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

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

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

Dual Class Sunsets - 04/13/2022

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Peak Proxy Access Nomination Season - 10/31/2018

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

Securities Offerings

IPOs - Record Unicorn Issuance

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

High-Yield Bonds

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