The press release did not provide much detail on the termination, but cited market conditions were unfavorable. Blake Teipel, CEO of Essentium, commented that they “are disappointed that market conditions prevented the parties from consummating this agreement” and will continue to “leverage the strength of additive manufacturing technology and product system validated by the Department of Defense to continue to advance additive manufacturing globally.”
The parties have agreed that Atlantic Coastal will be granted the right to receive payments subject to circumstances relating to the consummation of future financing transactions by Essentium, a sale of Essentium, or Atlantic Coastal’s inability to consummate a business combination. The parties have also agreed that if Essentium does not make a sale by March 8, 2023, then it will have to deliver a warrant to Atlantic Coastal to acquire a stake equal to five percent at an implied valuation equal to $500 million.
Atlantic Coastal planned on bringing about $345 million into the deal from its current trust supplemented by a $42 million PIPE. The PIPE drew participation from strategic and institutional investors including chemical conglomerate BASF (DE:BASF), Atalaya Capital Management and Apeiron Investment Group.
An affiliate of Atlantic Coastal’s sponsor initially funded its $20 million participation in the PIPE with a term loan from Cantor Fitzgerald secured by 8,425,000 Class A shares and 2,000,000 more as collateral. Atalaya Capital Management further supported the deal with a forward purchase agreement (FPA) which was supposed to see 10,000,000 shares, or enough to equal a 9.9% stake, if lesser, at close.
Going forward, Atlantic Coastal will focus its efforts on “identifying a next-generation mobility target with access to unique opportunities”. The SPAC still has plenty of time for a second try with its transaction deadline not coming until March 8, 2023.
Atlantic Coastal initially announced its $974 million combination with Essentium not too long ago on December 1. College Station, Texas-based Essentium provides machines that can remotely print tools and parts for the defense sector as well as a variety of civilian clients.