The SPAC combination had an Outside Date of December 31, 2022, and it appears the transaction timeline did not unfold as originally anticipated and had yet to clear the SEC. “Our quest to become a public company is taking longer than expected, but we respect the SEC’s ongoing work to lay new digital asset frameworks and clarify industry-specific disclosure and accounting complexities,” said Brendan Blumer, Chairman and CEO of Bullish.
“Despite the extraordinary efforts of the parties over an 18-month period, Bullish and Far Peak have determined that they would be unable to satisfy the requirement that Bullish’s previously filed registration statement on Form F-4 be declared effective in sufficient time to enable Far Peak to call, and solicit proxies for, a special meeting of its shareholders to consider and vote on the proposed business combination prior to year-end.”
The SPAC announced in June that it had extended its outside date to December 31, 2022, and that PIPE investors, which were contributing $300 million, were terminating their subscriptions. Far Peak originally brought $600.2 million into the deal from its current trust and the aforementioned PIPE of $300 million at $10 per share.
Since FPAC’s first F-4 proxy, filed in November 2021, the parties have amended the statement a whopping 13 times. However, this is somewhat unsurprising given that Bullish is a crypto exchange. Nonetheless, this is large number of amendments. Concord Acquisition Corp., which was also looking to combine with a crypto exchange, had only filed for eight amendments before terminating its deal with cryptocurrency payments platform Circle. Concord then subsequently announced its intent to liquidate and redeem all of its outstanding shares of Class A common stock, effective as of the close of business on December 20, 2022, also due to its inability to complete a business combination.
Due to time constraints and unfavorable market conditions, Far Peak noted that it does not intend to seek a new target and will instead liquidate either on March 7, 2023, or sooner if practicable.
The SPAC announced its $2.5 billion combination with Bullish on July 9, 2021 and originally expected to close the deal by the end of 2021 or the first quarter of 2022. Bullish is launching a new crypto exchange with unique monetization structures aimed at avoiding hyper-volatility while rewarding users for parking assets there.