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Mergers IPOs

Mergers & Acquisitions

SPAC Market Study 2022 – 1st Quarter Update

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 At the same time the number of withdrawn SPAC deals surged in Q1. Withdrawn SPAC IPOs in Q1 (61) exceeded priced SPAC IPOs (55), and there were 17 withdrawn de-SPAC M&A deals in Q1 vs 28 completed de-SPACs.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

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

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

SPAC Market Study 2021 – 3rd Quarter Update

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

SPAC Market Study 2021 – 2nd Quarter Update

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

Special Purpose Acquisition Company (SPAC) Market Study 2021

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

Update on the Prevalence of SPAC IPOs

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

Increasing Prevalence and Size of SPAC IPOs

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

Observations on Recent Poison Pill Activity

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

Coronavirus Pandemic's Impact on Stock Swap Valuations

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

Corporate America's Medicine Against Coronavirus

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

Coronavirus Impact on M&A Agreement Drafting

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

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

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


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

Market Leaders - U.S. Public Mergers

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

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

M&A Adviser Fee Watch

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

Corporate Governance Activity

ABIOMED, Inc.12 Aug 22
Failed Say On Pay
DPD Note: At the company's August 10, 2022 annual meeting, a majority of the votes cast were against the approval of the company's say on pay proposal. (8-K )
Akerna Corp.12 Aug 22
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 05/27/2022 (10-Q )
Akerna Corp.12 Aug 22
Governing Documents Filing (Refiling)
• Exhibit: Charter Amended/Restated Effective 06/17/2019 (10-Q )
Alaunos Therapeutics, Inc.12 Aug 22
Governing Documents Filing (Refiling)
• Exhibit: Charter Amended/Restated Effective 04/26/2006 (S-3 )
Alaunos Therapeutics, Inc.12 Aug 22
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 05/19/2021 (S-3 )
Alaunos Therapeutics, Inc.12 Aug 22
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 01/25/2022 (S-3 )
Alaunos Therapeutics, Inc.12 Aug 22
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 06/16/2002 (S-3 )
Brooklyn ImmunoTherapeutics, Inc.12 Aug 22
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Cadiz Inc.12 Aug 22
Governing Documents Filing (Refiling)
• Exhibit: Charter Amended/Restated Effective 07/12/2022 (10-Q )
Cadiz Inc.12 Aug 22
Governing Documents Filing (Refiling)
• Exhibit: Bylaws Amended/Restated (10-Q )
Cadiz Inc.12 Aug 22
Governing Documents Filing (Refiling)
• Exhibit: Bylaws Amendment Effective 06/10/2016 (10-Q )
Cadiz Inc.12 Aug 22
Governing Documents Filing (Refiling)
• Exhibit: Bylaws Amendment Effective 06/11/2019 (10-Q )
Cadiz Inc.12 Aug 22
Governing Documents Filing (Refiling)
• Exhibit: Bylaws Amendment Effective 07/12/2022 (10-Q )
Celcuity Inc.12 Aug 22
Governing Documents Filing (Refiling)
• Exhibit: Charter Amended/Restated Effective 09/15/2017 (10-Q )
Celcuity Inc.12 Aug 22
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 05/11/2018 (10-Q )
Celcuity Inc.12 Aug 22
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 05/12/2022 (10-Q )
Clover Health Investments, Corp.12 Aug 22
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
EQRx, Inc.12 Aug 22
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
First Northwest Bancorp12 Aug 22
Governing Documents Filing (Refiling)
• Exhibit: Charter Amended/Restated Effective 06/03/2022 (10-Q )
First Northwest Bancorp12 Aug 22
Governing Documents Filing (Refiling)
• Exhibit: Bylaws Amended/Restated Effective 06/03/2022 (10-Q )
New York City REIT, Inc.12 Aug 22
Poison Pill Amendment
DPD Note: Extend expiration date from August 16, 2022 to August 18, 2025 (10-Q )
Oak Valley Bancorp12 Aug 22
Governing Documents Filing (Restated Only)
• Exhibit: Bylaws Amended/Restated Effective 06/21/2022 (10-Q )
Scholastic Corporation12 Aug 22
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Smith Micro Software, Inc.12 Aug 22
Governing Documents Filing (Restated Only)
• Exhibit: Bylaws Amended/Restated Effective 04/11/2022 (10-Q )
Barnes & Noble Education, Inc.11 Aug 22
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Caribou Biosciences, Inc.11 Aug 22
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Centene Corporation11 Aug 22
Advance Notice Disclosure
DPD Note: The proxy statement for the company's September 27, 2022 special meeting provides a November 11, 2022 deadline to submit 14a-8 proposals at the 2023 annual meeting. The 2022 annual meeting proxy had disclosed a November 14, 2022 deadline. (DEF 14A )
CorEnergy Infrastructure Trust, Inc.11 Aug 22
Governing Documents Filing (Refiling)
• Exhibit: Bylaws Amended/Restated Effective 08/01/2017 (10-Q )
CorEnergy Infrastructure Trust, Inc.11 Aug 22
Governing Documents Filing (Refiling)
• Exhibit: Bylaws Amendment Effective 03/10/2022 (10-Q )
Cyxtera Technologies, Inc.11 Aug 22
Other Material Defense/Proxy Disclosure
DPD Note: On July 29, 2022, SIS Holdings LP (the company's majority holder) distributed 100% of its outstanding shares of Class A common stock to its limited partners. As a result, the company no longer qualifies for the "controlled company" exemption as defined by Nasdaq. Additionally, a "Trigger Date" has occurred (i.e., there ceased to exist a single shareholder or a group of affiliated shareholders holding more than 40% of the outstanding shares). Therefore, certain of the company's defenses have changed (i.e., written consent). (10-Q )
Cyxtera Technologies, Inc.11 Aug 22
Planned Defense Change
DPD Note: The company announced plans to submit a proposal to amend the charter to eliminate the supermajority vote requirement (66.6% of O/S) to amend the bylaws at the company's 2023 annual meeting. (10-Q )
Electronic Arts Inc.11 Aug 22
Audit Committee Charter
• Exhibit: Audit Committee Charter (Co. Website )
Electronic Arts Inc.11 Aug 22
Compensation Committee Charter
• Exhibit: Compensation Committee Charter (Co. Website )
Electronic Arts Inc.11 Aug 22
Nominating and Corporate Governance Committee Charter
• Exhibit: Nominating and Governance Committee Charter (Co. Website )
Five Star Bancorp11 Aug 22
Governing Documents Filing (Refiling)
• Exhibit: Bylaws Amended/Restated Effective 05/19/2022 (10-Q )
FutureFuel Corp.11 Aug 22
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Illumina, Inc.11 Aug 22
Governing Documents Filing (Refiling)
• Exhibit: Charter Amended/Restated Effective 06/03/2022 (10-Q )
Illumina, Inc.11 Aug 22
Governing Documents Filing (Refiling)
• Exhibit: Bylaws Amended/Restated Effective 06/03/2022 (10-Q )
ImmuCell Corporation11 Aug 22
Poison Pill Amendment
DPD Note: Extend expiration date by one year (from September 19, 2022 to September 19, 2023) (10-Q )
Korn Ferry11 Aug 22
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Mallinckrodt plc11 Aug 22
Advance Notice Disclosure, Expected AGM Date Disclosed
DPD Note: The company expects to hold its 2022 annual meeting on September 29, 2022 which is more than 30 days later than the anniversary of the company's 2021 annual meeting held on August 13, 2021 triggering a new deadline under Rule 14a-8. The company disclosed a new deadline of August 18, 2022 to submit such proposals. (10-Q )
Medallion Financial Corp.11 Aug 22
Update:Settlement/Standstill on 05/02/2022
DPD Note: Amendment dated August 10, 2022 to the May 1, 2022 Cooperation Agreement with KORR Value, L.P. that ended a proxy fight includes an increase the size of the share repurchase program and extensions of certain of the deadlines contained in the original agreement. (8-K/A )
New York Times Company (The)11 Aug 22
Activist Campaign Announced
DPD Note: ValueAct Capital Management began a campaign at The New York Times reporting that it expects to continue discussions with management on company matters, including strategy, operations, financial performance, and board representation (SC 13D )
Theseus Pharmaceuticals, Inc.11 Aug 22
Governing Documents Filing (Refiling)
• Exhibit: Charter Amended/Restated Effective 10/12/2021 (10-Q )
Theseus Pharmaceuticals, Inc.11 Aug 22
Governing Documents Filing (Refiling)
• Exhibit: Bylaws Amended/Restated Effective 10/12/2021 (10-Q )
ABIOMED, Inc.10 Aug 22
Audit Committee Charter
• Exhibit: Audit Committee Charter (Co. Website )
ABIOMED, Inc.10 Aug 22
Compensation Committee Charter
• Exhibit: Compensation Committee Charter (Co. Website )
ABIOMED, Inc.10 Aug 22
Nominating and Corporate Governance Committee Charter
• Exhibit: Governance and Nominating Committee Charter (Co. Website )
ABIOMED, Inc.10 Aug 22
Other Board Committee Charter
• Exhibit: Risk and Compliance Committee Charter (Co. Website )
Apartment Investment and Management Company10 Aug 22
Activist Campaign Announced
DPD Note: Joseph G. Beard began a campaign at Apartment Investment and Management Co. with a 13D filing reporting no activist intentions but, as part of ongoing diligence, may discuss company matters with management and the board (SC 13D )
Ascent Industries Co.10 Aug 22
Corporate Governance Guidelines
• Exhibit: Corporate Governance Guidelines (Co. Website )
Conagra Brands, Inc.10 Aug 22
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Ichor Holdings, Ltd.10 Aug 22
Governing Documents Filing (Refiling)
• Exhibit: Charter Amended/Restated Effective 05/24/2022 (10-Q )
Ichor Holdings, Ltd.10 Aug 22
Governing Documents Filing (Refiling)
• Exhibit: Bylaws Amended/Restated Effective 05/24/2022 (10-Q )
AAR Corp.09 Aug 22
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Amyris, Inc.09 Aug 22
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 06/10/2022 (10-Q )
Argo Group International Holdings, Ltd.09 Aug 22
Advance Notice Disclosure
DPD Note: The company disclosed a new August 30, 2022 14a-8 deadline for its postponed 2022 annual meeting. The 2022 annual meeting has yet to be scheduled but will be held more than 30 days later than the anniversary of the company's 2021 annual meeting triggering a new deadline under Rule 14a-8. (10-Q )
Axon Enterprise, Inc.09 Aug 22
Governing Documents Filing (Refiling)
• Exhibit: Charter Amended/Restated Effective 08/05/2022 (10-Q )
Bloom Energy Corporation09 Aug 22
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 05/31/2022 (10-Q )
Celsius Holdings, Inc.09 Aug 22
Advance Notice Disclosure
DPD Note: In connection with an amendment to the company's bylaws to establish advance notice timeliness requirements, the company disclosed a new submission window for non-14a-8 proposals and nominations for its 2023 annual meeting (i.e., no earlier than February 2, 2023 and no later than March 4, 2023). The company's governing documents were previously silent on advance notice timeliness. The company also provided a corrected 14a-8 deadline (to fix a typographical error in the definitive proxy statement for the 2022 annual meeting). (10-Q )
Celsius Holdings, Inc.09 Aug 22
Governing Documents Filing (Refiling)
• Exhibit: Charter Amended/Restated Effective 05/05/2020 (10-Q )
ContextLogic Inc.09 Aug 22
Other Material Defense/Proxy Disclosure
DPD Note: As a result of the conversion of all the company's Class B Common Stock to Class A Common Stock, the company's unequal voting structure has been eliminated. The Class B Common Shares were entitled to cast twenty votes per share. Approximately 92% of the Class B Common Shares were held by company founder Piotr Szulczewski, who submitted a conversion notice on August 4, 2022 to convert, effective August 9, 2022, all of his Class B Common Shares. The conversion of the remaining Class B Common Shares occurred pursuant to a charter provision which provided that each share of Class B Common Stock will automatically convert into one share of Class A Common Stock upon such time as the outstanding shares of Class B Common Stock represent less than five percent (5%) of the aggregate number of shares of Class A Common Stock and Class B Common Stock then outstanding (ownership-based sunset provision). As of August 9, 2022, no Class B shares were outstanding. Additionally, pursuant to several charter provisions in effect once the outstanding shares of Class B Common Stock represent less than forty percent (40%) of the total voting power, certain of the company's defenses have changed (i.e., classified board, director removal and written consent). (8-K )
Credo Technology Group Holding Ltd09 Aug 22
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Cue Health Inc.09 Aug 22
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Distribution Solutions Group, Inc.09 Aug 22
Governing Documents Filing (Refiling)
• Exhibit: Charter Amended/Restated Effective 05/05/2022 (10-Q )
Edgio, Inc.09 Aug 22
Governing Documents Filing (No Disclosure)
DPD Note: The company filed a restated bylaws effective June 15, 2022 in a 10-Q filed August 9, 2022 but did not provide any disclosure regarding changes made to the document since it was last amended in February 2013. The only changes identified by Deal Point Data were to make conforming changes for the company's name change from Limelight Networks, Inc. to Edgio, Inc. on June 15, 2022. (10-Q )
FedEx Corporation09 Aug 22
Exempt Solicitation
DPD Note: John Chevedden filed a Notice of Exempt Solicitation on a voluntary basis in support of his stockholder proposal seeking an independent Board Chair. Mr. Chevedden cited the company's lack of a rebbutal to parts of his supporting statement. The proposal will be voted on at the company's September 19, 2022 annual meeting. (PX14A6G )
General Mills, Inc.09 Aug 22
Exempt Solicitation
DPD Note: Green Century Capital Management filed a Notice of Exempt Solicitation on a voluntary basis urging stockholders to vote for its proposal requesting the company increase the scale, pace, and rigor of its sustainable packaging efforts by reducing its absolute plastic packaging use. The proposal will be voted on at the company's September 27, 2022 annual meeting. (PX14A6G )
Hyatt Hotels Corporation09 Aug 22
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 05/20/2022 (10-Q )
Lamb Weston Holdings, Inc.09 Aug 22
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Maxeon Solar Technologies, Ltd.09 Aug 22
Definitive Proxy (Advance Notice Annual Disclosure)
(6-K )
NetApp, Inc.09 Aug 22
Exempt Solicitation
DPD Note: John Chevedden filed a Notice of Exempt Solicitation on a voluntary basis in support of his stockholder proposal to reduce the percent required to call a special meeting from 25% to 10% citing the one-year holding requirement. The proposal will be voted on at the company's September 9, 2022 annual meeting. (PX14A6G )
Qorvo, Inc.09 Aug 22
Audit Committee Charter
• Exhibit: Audit Committee Charter (Co. Website )
Qorvo, Inc.09 Aug 22
Compensation Committee Charter
• Exhibit: Compensation Committee Charter (Co. Website )
Qorvo, Inc.09 Aug 22
Nominating and Corporate Governance Committee Charter
• Exhibit: Governance and Nominating Committee Charter (Co. Website )
Qorvo, Inc.09 Aug 22
Other Board Committee Charter
• Exhibit: Corporate Development Committee Charter (Co. Website )
Quotient Technology Inc.09 Aug 22
Governing Documents Filing (Restated Only)
• Exhibit: Bylaws Amended/Restated Effective 06/29/2022 (10-Q )
AeroVironment, Inc.08 Aug 22
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
American Outdoor Brands, Inc.08 Aug 22
Activist Campaign Announced
DPD Note: The cooperation agreement between American Outdoor Brands and Engine Capital was the first public acknowledgment that the parties were in discussions and that the investor had nominated candidates for election at the 2022 annual meeting (8-K )
American Outdoor Brands, Inc.08 Aug 22
Settlement/Standstill
DPD Note: The company entered into a cooperation agreement with Engine Capital, L.P. ending a potential proxy fight (Engine will withdraw its Nomination Notice and will cease all solicitation efforts). Pursuant to the agreement, the company will increase the size of the Board and appoint Engine partner Bradley T. Favreau as a new independent director. Engine will have certain replacement rights with respect to the Board seat. The agreement also includes standstill and voting commitments. Engine's director nominations had not previously been disclosed and it had not publicly disclosed any activist intentions regarding the company. (8-K )
Ardagh Metal Packaging S.A.08 Aug 22
Governing Documents Filing (Refiling)
• Exhibit: Bylaws Amended/Restated Effective 07/11/2022 (POS AM )

IPO Activity

Elephant Oil Corp.12 Aug 22
Shares Offered Disclosed
Elephant Oil Corp. disclosed plans to offer 3,225,806 units, with each unit consisting of one share of common stock and one warrant to purchase one share of common stock
Elephant Oil Corp.12 Aug 22
Price Range Disclosed
Elephant Oil Corp. set the anticipated price range for its IPO at $4.15 to $5.15 per unit
Wuxin Technology Holdings, Inc.12 Aug 22
Shares Offered Disclosed
Wuxin Technology Holdings, Inc. disclosed plans to offer 6,000,000 Class A ordinary shares to the public
Wuxin Technology Holdings, Inc.12 Aug 22
Price Range Disclosed
Wuxin Technology Holdings, Inc. set the anticipated price range for its IPO at $4.50 to $6.50 per share
Reborn Coffee, Inc.11 Aug 22
Registration Statement Declared Effective
Reborn Coffee, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Reborn Coffee, Inc.11 Aug 22
Shares Offered Increased
Reborn Coffee, Inc. increased the number of common shares to be offered to 1,440,000 from 1,200,000 shares
CorpHousing Group Inc.11 Aug 22
Registration Statement Declared Effective
CorpHousing Group Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
CorpHousing Group Inc.11 Aug 22
Shares Offered Decreased
CorpHousing Group Inc. decreased the number of units to be offered to 3,375,000 units from 4,500,000 units
Forza X1, Inc.11 Aug 22
Registration Statement Declared Effective
Forza X1, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Lead Real Estate Co., Ltd11 Aug 22
Registration Statement Filed
Lead Real Estate Co., Ltd filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Lead Real Estate Co., Ltd11 Aug 22
Shares Offered Disclosed
Lead Real Estate Co., Ltd disclosed plans to offer 2,000,000 American Depositary Shares (ADS) to the public with each ADS representing one ordinary share
Lead Real Estate Co., Ltd11 Aug 22
Price Range Disclosed
Lead Real Estate Co., Ltd set the anticipated price range for its IPO at $12.00 to $15.00 per ADS
Treasure Global Inc11 Aug 22
Shares Offered Increased
Treasure Global Inc increased the number of common shares to be offered to 2,000,000 shares from 1,500,000 shares
Treasure Global Inc11 Aug 22
IPO Price Disclosed
Treasure Global Inc set the price of its initial public offering of 2,000,000 shares at $4.00 per share, which was within the $4.00 to $5.00 price range, for gross proceeds of $8 mil
Hainan Manaslu Acquisition Corp.10 Aug 22
Registration Statement Declared Effective
Hainan Manaslu Acquisition Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Treasure Global Inc10 Aug 22
Registration Statement Declared Effective
Treasure Global Inc's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Thomas James Homes, Inc.10 Aug 22
IPO Withdrawn
Thomas James Homes, Inc. withdrew its initial public offering as the company has decided not to pursue an IPO at this time
Felicitex Therapeutics Inc.10 Aug 22
Registration Statement Filed
Felicitex Therapeutics Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Felicitex Therapeutics Inc.10 Aug 22
Price Range Disclosed
Felicitex Therapeutics Inc. set the anticipated price range for its IPO at $5.25 to $7.25 per share
Polyrizon Ltd.10 Aug 22
Registration Statement Filed
Polyrizon Ltd. filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Embrace Change Acquisition Corp.09 Aug 22
Registration Statement Declared Effective
Embrace Change Acquisition Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Science Strategic Acquisition Corp. Bravo09 Aug 22
IPO Withdrawn
Science Strategic Acquisition Corp. Bravo withdrew its initial public offering as the company has determined to no longer pursue an IPO
Science Strategic Acquisition Corp. Charlie09 Aug 22
IPO Withdrawn
Science Strategic Acquisition Corp. Charlie withdrew its initial public offering as the company has determined not to pursue an IPO at this time
Tower One Wireless Corp.09 Aug 22
Registration Statement Filed
Tower One Wireless Corp. filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Pono Capital Two, Inc.08 Aug 22
Underwriting Discount Disclosed
The underwriters received a discount of $0.52 per share (a gross spread of 5.2%) and a total of $5,200,000 for underwriting Pono Capital Two, Inc.'s IPO. The previously announced underwriters' discount was $0.50 and a total of $5,000,000
PaxMedica, Inc.08 Aug 22
Shares Offered Decreased
PaxMedica, Inc. decreased the number of common shares to be offered to 1,545,454 shares from 2,625,000 shares
PaxMedica, Inc.08 Aug 22
Price Range Decreased
PaxMedica, Inc. decreased the anticipated price range for its IPO to between $4.50 to $6.50 per share from $5.50 to $6.50 per share
T20 Holdings Pte. Ltd.08 Aug 22
Shares Offered Disclosed
T20 Holdings Pte. Ltd. disclosed plans to offer 3,333,333 ordinary shares to the public
T20 Holdings Pte. Ltd.08 Aug 22
Price Range Disclosed
T20 Holdings Pte. Ltd. set the anticipated price range for its IPO at $5.00 to $7.00 per share
Rotech Healthcare Holdings Inc.08 Aug 22
IPO Withdrawn
The SEC filed a staff letter indicating that the registration statement related to this IPO be declared abandoned given that the registration statement has been on file for more than nine months and has not yet become effective
Pomona Acquisition Limited08 Aug 22
IPO Withdrawn
The SEC filed a staff letter indicating that the registration statement related to this IPO be declared abandoned given that the registration statement has been on file for more than nine months and has not yet become effective
BCGF Acquisition Corp.08 Aug 22
Registration Statement Filed
BCGF Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
BCGF Acquisition Corp.08 Aug 22
Shares Offered Disclosed
BCGF Acquisition Corp. disclosed plans to offer 8,700,000 units, with each unit consisting of one share of Class A common stock and one redeemable warrant
BCGF Acquisition Corp.08 Aug 22
Underwriting Discount Disclosed
The underwriters received a discount of $0.45 per share (a gross spread of 4.5%) and a total of $3,915,000 for underwriting BCGF Acquisition Corp.'s IPO
BCGF Acquisition Corp.08 Aug 22
Other IPO Related
BCGF Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
MDNA Life Sciences Inc.05 Aug 22
Registration Statement Filed
MDNA Life Sciences Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Sacks Parente Golf, Inc.05 Aug 22
Registration Statement Filed
Sacks Parente Golf, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
YanGuFang International Group Co., Ltd.05 Aug 22
Registration Statement Filed
YanGuFang International Group Co., Ltd. filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Cerberus Telecom Acquisition Corp. II05 Aug 22
IPO Withdrawn
Cerberus Telecom Acquisition Corp. II withdrew its initial public offering as the company has determined to no longer pursue an IPO
Magic Empire Global Limited05 Aug 22
Underwriting Discount Disclosed
The underwriters received a discount of $0.28 per share (a gross spread of 7%) and a total of $1,400,000 for underwriting Magic Empire Global Limited's IPO
Magic Empire Global Limited05 Aug 22
IPO Price Disclosed
Magic Empire Global Limited set the price of its initial public offering of 5,000,000 shares at $4.00 per share, which was within at the anticipated price of $4.00 for gross proceeds of $20 mil
Cedarlake Acquisition Corp.05 Aug 22
IPO Withdrawn
Cedarlake Acquisition Corp. withdrew its initial public offering citing unfavorable market conditions
Laminera Flow Optimization Ltd.05 Aug 22
Registration Statement Filed
Laminera Flow Optimization Ltd. filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
bioAffinity Technologies, Inc.05 Aug 22
Shares Offered Increased
bioAffinity Technologies, Inc. disclosed they were now offering 1,285,325 units, consisting on one share of common stock, one tradeable warrant, and one non-tradeable warrant; previously they disclosed plans to offer 1,180,000 units
bioAffinity Technologies, Inc.05 Aug 22
Price Range Increased
bioAffinity Technologies, Inc. increased the anticipated price for its IPO from $6.00 per unit to a range of $6.00 to $6.25 per unit
Pono Capital Two, Inc.04 Aug 22
Registration Statement Declared Effective
Pono Capital Two, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Magic Empire Global Limited04 Aug 22
Registration Statement Declared Effective
Magic Empire Global Limited's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Bruush Oral Care Inc.04 Aug 22
Shares Offered Increased
Bruush Oral Care Inc. increased the number of units to be offered to 3,728,549 shares from 2,469,136 units
Bruush Oral Care Inc.04 Aug 22
Underwriting Discount Disclosed
The underwriters received a discount of $0.2912 per share (a gross spread of 7%) and a total of $1,085,754 for underwriting Bruush Oral Care Inc.'s IPO
Bruush Oral Care Inc.04 Aug 22
IPO Price Disclosed
Bruush Oral Care Inc. set the price of its initial public offering of 3,728,549 shares at $4.16 per share, which was below the $5.20 to $7.20 price range, for gross proceeds of $15.51 mil
Super Plus Acquisition Corporation04 Aug 22
Shares Offered Increased
Super Plus Acquisition Corporation increased the number of units to be offered to 6,000,000 units from 5,000,000 units
Blue Water Acquisition Corp. II04 Aug 22
IPO Withdrawn
Blue Water Acquisition Corp. II withdrew its initial public offering
Mobiv Acquisition Corp03 Aug 22
Registration Statement Declared Effective
Mobiv Acquisition Corp's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Bruush Oral Care Inc.03 Aug 22
Registration Statement Declared Effective
Bruush Oral Care Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
La Rosa Holdings Corp.03 Aug 22
Shares Offered Decreased
La Rosa Holdings Corp. decreased the number of units to be offered to 700,000 from 1,500,000 units
Reborn Coffee, Inc.02 Aug 22
Shares Offered Decreased
Reborn Coffee, Inc. disclosed it will now be offering 1,200,000 common shares after originally indicating they would offer 15,000,000 units
Reborn Coffee, Inc.02 Aug 22
Price Range Disclosed
Reborn Coffee, Inc. set the anticipated price range for its IPO at $5.00 per share
Yi Po International Holdings Limited02 Aug 22
Shares Offered Disclosed
Yi Po International Holdings Limited disclosed plans to offer 4,000,000 ordinary shares to the public
Yi Po International Holdings Limited02 Aug 22
Price Range Disclosed
Yi Po International Holdings Limited set the anticipated price range for its IPO at $5.00 per share
Treasure Global Inc01 Aug 22
Shares Offered Increased
Treasure Global Inc disclosed they were now offering 1,500,000 shares of common stock, previously they disclosed plans to offer 1,200,000 shares of common stock
RMG Acquisition Corp. IV01 Aug 22
IPO Withdrawn
RMG Acquisition Corp. IV withdrew its initial public offering as the company has determined to no longer pursue an IPO
Catcha Investment Corp 2.001 Aug 22
IPO Withdrawn
Catcha Investment Corp 2.0 withdrew its initial public offering as the company has determined not to pursue an IPO
Mobile Global Esports Inc.29 Jul 22
Underwriting Discount Disclosed
The underwriters received a discount of $0.40 per share (a gross spread of 10%) and a total of $600,000 for underwriting Mobile Global Esports Inc.'s IPO
Mobile Global Esports Inc.29 Jul 22
IPO Price Disclosed
Mobile Global Esports Inc. set the price of its initial public offering of 1,500,000 shares at $4.00 per share, which was within the $4.00 to $5.00 price range, for gross proceeds of $6 mil
Sedibelo Resources Limited29 Jul 22
Registration Statement Filed
Sedibelo Resources Limited filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Lipella Pharmaceuticals Inc.29 Jul 22
Registration Statement Filed
Lipella Pharmaceuticals Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
MAIA Biotechnology, Inc.29 Jul 22
Shares Offered Increased
MAIA Biotechnology, Inc. increased the number of common shares to be offered to 2,000,000 shares from 1,666,667 shares
MAIA Biotechnology, Inc.29 Jul 22
Underwriting Discount Disclosed
The underwriters received a discount of $0.375 per share (a gross spread of 7.5%) and a total of $750,000 for underwriting MAIA Biotechnology, Inc.'s IPO
MAIA Biotechnology, Inc.29 Jul 22
IPO Price Disclosed
MAIA Biotechnology, Inc. set the price of its initial public offering of 2,000,000 shares at 5.00 per share for gross proceeds of $10 mil
Li Bang International Corporation Inc.29 Jul 22
Shares Offered Disclosed
Li Bang International Corporation Inc. disclosed plans to offer 5,000,000 ordinary shares to the public
Li Bang International Corporation Inc.29 Jul 22
Price Range Disclosed
Li Bang International Corporation Inc. set the anticipated price range for its IPO at $5.00 per share
Global Star Acquisition, Inc.29 Jul 22
Registration Statement Filed
Global Star Acquisition, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Global Star Acquisition, Inc.29 Jul 22
Shares Offered Disclosed
Global Star Acquisition, Inc. disclosed plans to offer 8,000,000 units, with each unit consisting of one share of Class A common stock, one redeemable warrant, and one right to purchase 1/10 of one share of Class A common stock
Global Star Acquisition, Inc.29 Jul 22
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per unit (a gross spread of 5.5%) and a total of $4.4 mil for underwriting Global Star Acquisition, Inc.'s IPO
Global Star Acquisition, Inc.29 Jul 22
Other IPO Related
Global Star Acquisition, Inc. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
bioAffinity Technologies, Inc.28 Jul 22
Shares Offered Decreased
bioAffinity Technologies, Inc. disclosed they were now offering 1,180,000 units, consisting on one share of common stock, one tradeable warrant, and one non-tradeable warrant; previously they disclosed plans to offer 1,500,000 units
bioAffinity Technologies, Inc.28 Jul 22
Price Range Decreased
bioAffinity Technologies, Inc. decreased the anticipated price for its IPO to $6.00 per unit from $6.75 per unit
Mobile Global Esports Inc.28 Jul 22
Registration Statement Declared Effective
Mobile Global Esports Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Foresight Acquisition Corp. II28 Jul 22
IPO Withdrawn
Foresight Acquisition Corp. II withdrew its initial public offering as the company has determined to no longer pursue an IPO
Cetus Capital Acquisition Corp.28 Jul 22
Registration Statement Filed
Cetus Capital Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Cetus Capital Acquisition Corp.28 Jul 22
Shares Offered Disclosed
Cetus Capital Acquisition Corp. disclosed plans to offer 6,000,000 units, with each unit consisting of one share of Class A common stock and one redeemable warrant
Cetus Capital Acquisition Corp.28 Jul 22
Underwriting Discount Disclosed
The underwriters received a discount of $0.45 per unit (a gross spread of 4.5%) and a total of $2.7 mil for underwriting Cetus Capital Acquisition Corp.'s IPO
Cetus Capital Acquisition Corp.28 Jul 22
Other IPO Related
Cetus Capital Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
GigaCloud Technology Inc27 Jul 22
Shares Offered Decreased
GigaCloud Technology Inc disclosed they were now offering 2,450,000 Class A ordinary shares, previously they disclosed plans to offer 3,500,000 Class A ordinary shares
MAIA Biotechnology, Inc.27 Jul 22
Registration Statement Declared Effective
MAIA Biotechnology, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
PROTONIQ Acquisition Corp27 Jul 22
Registration Statement Filed
PROTONIQ Acquisition Corp filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
PROTONIQ Acquisition Corp27 Jul 22
Shares Offered Disclosed
PROTONIQ Acquisition Corp disclosed plans to offer 10,000,000 units, with each unit consisting of one Class A ordinary share, one-half of one redeemable warrant, and one right to purchase 1/10 of one Class A ordinary share
PROTONIQ Acquisition Corp27 Jul 22
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $5,500,000 for underwriting PROTONIQ Acquisition Corp's IPO
PROTONIQ Acquisition Corp27 Jul 22
Other IPO Related
PROTONIQ Acquisition Corp disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
WODA Corp26 Jul 22
IPO Withdrawn
The SEC filed a staff letter indicating that the registration statement related to this IPO be declared abandoned given that the registration statement has been on file for more than nine months and has not yet become effective
FirstMark Acquisition Corp. III26 Jul 22
IPO Withdrawn
The SEC filed a staff letter indicating that the registration statement related to this IPO be declared abandoned given that the registration statement has been on file for more than nine months and has not yet become effective
FirstMark Acquisition Corp. II26 Jul 22
IPO Withdrawn
The SEC filed a staff letter indicating that the registration statement related to this IPO be declared abandoned given that the registration statement has been on file for more than nine months and has not yet become effective
Khosla Ventures Acquisition Co. IV26 Jul 22
IPO Withdrawn
The SEC filed a staff letter indicating that the registration statement related to this IPO be declared abandoned given that the registration statement has been on file for more than nine months and has not yet become effective
Gefen Landa Acquisition Corp.26 Jul 22
IPO Withdrawn
The SEC filed a staff letter indicating that the registration statement related to this IPO be declared abandoned given that the registration statement has been on file for more than nine months and has not yet become effective
Sachem Acquisition Corp.26 Jul 22
IPO Withdrawn
The SEC filed a staff letter indicating that the registration statement related to this IPO be declared abandoned given that the registration statement has been on file for more than nine months and has not yet become effective
Innovative Eyewear, Inc.25 Jul 22
Shares Offered Decreased
Innovative Eyewear, Inc. decreased the number of units to be offered to 882,353 units from 1,538,461 units
Innovative Eyewear, Inc.25 Jul 22
Price Range Increased
Innovative Eyewear, Inc. increased the anticipated price range for its IPO to $7.50 to $9.50 per share from $5.50 to $7.50 per share
Forza X1, Inc.25 Jul 22
Shares Offered Disclosed
Forza X1, Inc. disclosed plans to offer 3,000,000 common shares to the public
Forza X1, Inc.25 Jul 22
Price Range Disclosed
Forza X1, Inc. set the anticipated price range for its IPO at $5.00 per share
Hempacco Co., Inc.25 Jul 22
Shares Offered Decreased
Hempacco Co., Inc. decreased the number of common shares to be offered to 1,00,000 shares from 3,000,000 shares

Corporate Governance Reports

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..