Morning SPAC News Roundup: January 25, 2024


Morning SPAC News Roundup: January 25, 2024

At the SPAC of Dawn

Earlier this week, CSLM Acquisition Corp. (NASDAQ:CSLM) announced a combination with AI software firm Fusemachines, but offered few financial details in the announcement press release.

It has since filed its merger documents and they include some terms that are becoming more common in SPAC transactions. Namely, CSLM’s sponsor will be supporting the deal with $6.5 million in convertible promissory notes and a $8.2 million PIPE subject to reduction based on Fusemachines’ excess closing cash.

Such structures provide a bit of flexibility in a time when capital is expensive and redemptions high. For sponsors as well, it gives a means to defray the loss of forfeited promote shares and put skin in the game under still preferential terms at the same time. A similar mechanism was also added to ESGEN Acquisition Corp.‘s (NASDAQ:ESAC) combination with Sunergy in a deal tweak today.

Also, tune in at 2 pm ET today as SPACInsider founder Kristi Marvin breaks down the implications of the SEC’s new SPAC rules in a webinar with Derek Dostal, a partner at Davis Polk & Wardwell LLP, Doug Ellenoff, partner at Ellenoff Grossman & Schole LLP, and Christian Nagler, partner at Kirkland & Ellis LLP.


Deals and Funding

News and Rumors

  • Tech Crunch: Aurora Innovation, the autonomous vehicle company aiming to launch a self-driving trucks business by the end of 2024, laid off 3% of its workforce this month. Aurora completed its combination with Reinvent Technology Partners Y in 2021.
  • CFODive: View (NASDAQ:VIEW) CFO Amy Reeves will resign February 1 as the smart window maker struggles to reach profitability, having combined with CF II in March 2021.

Non-Redemption Agreements

  • In connection with a possible extension, Mars (NASDAQ:MARX) plans to discuss with shareholders the terms and conditions of a potential non-redemption incentive. The sponsor and Mars have entered into non-redemption agreements with several unaffiliated third parties on the same terms in exchange for not redeeming an aggregate of 200,000 ordinary shares. In exchange for the foregoing commitment, the sponsor has agreed to issue them an aggregate of 40,000 common stock.