Parsec Capital Acquisitions Corp

Parsec Capital Acquisitions Corp

Jul 8, 2021 by sam.beattie

PROPOSED BUSINESS COMBINATION: Enteractive Media Inc.

ENTERPRISE VALUE: TBD
ANTICIPATED SYMBOL: tbd

Parsec Capital Acquisitions Corp. proposes to combine with Enteractive Media Inc., a business that acts as a gateway between consumers and legal gambling operators.

  • Enteractive Media’s wholly owned subsidiary “PlayerVision” provides consumers with gambling-themed television broadcasts, on-demand video, “Join in Play” synchronous live video streamed sports wagering programming, available on the web, mobile and television.
  • These include gambling strategies, tips and advice, leaderboards, contests, and incentives where people who like to gamble can: Meet each other; Learn how to play new games and gamble; Compete with each other in free games and real money games, and Win prizes and money.

SUBSEQUENT EVENT – 11/2/22 – LINK

  • As a result of Parsec Capital Acquisitions Corp. having failed to make the required payment to extend the date required to consummate a business combination, the Trust Administrator has begun the process of liquidating the Trust Account.
    • All Class A Shares will be redeemed and all outstanding warrants will expire worthless.
  • The Company will try to receive permission from its remaining shareholders and regulatory authorities to continue its existence and complete its previously announced business combination with Enteractive Media Inc. but there can be no assurance that it will be able to do so.
  • The SPAC reported this from their 9/30 10-Q (LINK)
    • “The Company has determined that it is in the best interests of the Company and its stockholders to dissolve and liquidate in accordance with the provisions of Amended and Restated Certificate of Incorporation, due to the Company’s inability to consummate an initial Business Combination by October 8, 2022, the Liquidation Date.”

SUBSEQUENT EVENT – 11/2/22 – LINK

  • On November 1, 2022, the parties entered into Amendment No. 1 to the Merger Agreement, pursuant to which the definition of “Merger Consideration” was changed from 5,000,000 shares (at an assumed price of $4 per share), to 6,900,000 shares, with an assumed price of $10.00 per share, subject to a discount of up to 60%, of which 1,900,000 shares are subject to forfeiture in the case Enteractive Media does not achieve gross revenues of at least $3,000,000 in calendar year 2023, as reported by Enteractive Media.

TRANSACTION

  • Upon the closing of the Business Combination, the combined company is expected to operate under the name Enteractive Media Inc. and remain a Nasdaq-listed public company trading under a new ticker symbol.

PIPE

  • There is no PIPE for this Transaction.

LOCK-UP

Company:

  • Until the Expiration Time, each Stockholder irrevocably agrees that it shall not, directly or indirectly sell any shares held by them.
  • During the period commencing on the date hereof and ending on the earlier to occur of:
    • (a) the Effective Time, and
    • (b) such date and time as the Merger Agreement shall be terminated in accordance with its terms (whichever earlier, the Expiration Time)

Sponsor:

  • The initial stockholders have agreed not to transfer or sell any of their founder shares (or shares of common stock issuable upon conversion thereof) until the earlier to occur of:
    • (A) 1 year after the completion of our initial business combination and
    • (B) The founder shares (or shares of common stock issuable upon conversion thereof) will be released from the lock-up if the reported last sale price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination.

NOTABLE CONDITIONS TO CLOSING

  • The consummation of the Merger is conditioned upon the aggregate cash available to PCX at the Closing (after giving effect to any redemptions by PCX’s shareholders and the payment of all authorized transaction expenses) being at least $6,000,000 dollars.

NOTABLE CONDITIONS TO TERMINATION

  • The Merger Agreement may be terminated by either PCX or Enteractive Media on or after April 5, 2023 (the “Outside Date”).
  • Or if any applicable law or order that makes the transactions contemplated by the Merger Agreement illegal or otherwise prohibits the consummation of such transactions shall have become final and non-appealable

ADVISORS

  • Advisors were not listed in the press release.

MANAGEMENT & BOARD


Executive Officers

Patricia Trompeter, 53
Chairman and Chief Executive Officer and Director

Ms. Trompeter has over six years of experience in mergers and acquisitions and over fifteen years of experience in financial management. Ms. Trompeter is the CEO and a Director of Astro Aerospace, LTD, our Sponsor. Ms. Trompeter has extensive experience in acquisition integration, corporate strategy development, finance and acquisition, business operations and financial management. Ms. Trompeter served in various positions in General Electric, primarily in GE Capital in various roles including, Mergers & Acquisitions, controller, and CFO. Ms. Trompeter has had extensive experience in the aircraft leasing market, including the $3 billion acquisition of Guinness Peat Aviation by GE Capital. Ms. Trompeter has completed over $17 billion of acquisitions, including transactions in the aircraft leasing industry. Ms. Trompeter studied business administration at Marquette University majoring in Finance & Economics and graduated in 1989.


Paul Haber, 51
Chief Financial Officer and Director

Mr. Haber is the Chairman and Managing Director of Summit Bancorp Inc., a Toronto based merchant bank. Mr. Haber has over twenty-five years of experience in corporate finance and capital markets. Mr. Haber has worked on the acquisition of over fifteen public companies during his career. Mr. Haber has sat on numerous boards of directors over his career, typically as the chair of the audit committee. Some of the boards Mr. Haber has sat on include, Datametrex AI Limited (TSXV:DM) XTM Inc. (CSE:PAID), South American Silver Corp. (TSX:SAC), Migao Corporation (TSX:MGO), China Health and Diagnostics Inc. (TSXV:CHO), High Desert Gold Corp. (TSXV:HDG), and IND Dairytech Inc. (TSXV:IND). Mr. Haber started his career with Coopers & Lybrand (now PricewaterhouseCoppers LLP). He is both a Chartered Accountant and a Certified Public Accountant, with an Honours Bachelors of Arts Degree in Management from the University of Toronto. Mr. Haber was awarded his Chartered Director designation from the DeGroote School of Business at McMaster University in partnership with the Conference Board of Canada.


Board of Directors

Edmund Moy, 63
Independent Director

Mr. Moy has been self-employed since July 2013. He has provided autographs for Numismatic Guarantee Corporation since December 2015 and to Profession Coin Grading Services, a division of Collectors Universe (CLCT: NASDAQ) from November 2013 to November 2015. Mr. Moy has also been an author with Whitman Publishing since December 2013, and was a provider of endorsement to Fortress Gold Group from August 2014 to July 2017 and to Morgan Gold from November 2011 to July 2014. As a consultant since August 2013, he has advised the secretaries of the U.S. Department of Labor and the U.S. Department of Transportation during most of 2017 and worked on projects to develop the first Bitcoin IRA and the first state gold bullion depository in America. He has also been a professional speaker since August 2013. He was the vice president for corporate infrastructure of L&L Energy, Inc. (NASDAQ:LLEN) from January 2011 to July 2013 and a director of L&L Energy, Inc. from January 2012 to September 2012. From September 2006 to January 2011, Mr. Moy served as Director of the United States Mint, the world’s largest manufacturer of coins and medals. He was appointed by President George W. Bush and unanimously confirmed by the U.S. Senate. Mr. Moy served as a Special Assistant to the President for Presidential Personnel at The White House from January 2001 to August 2006, where he was responsible for recommending to the President candidates for senior presidential appointments in the majority of cabinet departments and independent agencies, including NASA. He currently serves on the advisory board or board of directors of several public and privately-held companies: fintech company CurrencyWorks (TSX-V:CWRK) (OTCQB:CWRK), drone maker Draganfly (OTCQB:DFLYF) (CSE:DFLY) (FSE:3U8), fractional gold bullion producer Valaurum, Inc., and commuter parking company Boxcar Transit.. He is also a member of the Board of Regents for Trinity International University, a contributor to Newsmax Media, Inc., member of the board of advisors to The International Association of Financial Crimes Investigators, and a Fellow of the Center for Presidential Transitions at the bipartisan Partnership for Public Service.


William Readdy, 69
Independent Director

From 1974 to 2005, Mr. Readdy served the United States as a naval aviator, pilot astronaut, military officer, and civil service executive. Retiring from the National Aeronautics and Space Administration in September 2005, Mr. Readdy established Discovery Partners International LLC, a consulting firm providing strategic thinking and planning, risk management, safety and emerging technology solutions and decision support to aerospace and high technology industries. Since its formation in 2005, Mr. Readdy has served as Managing Partner. In addition, Mr. Readdy has served on several boards of directors of several startups, non-profits and publicly traded companies. In addition, Mr. Readdy currently serves on the board of directors of American Pacific Corporation, a company that manufactures active pharmaceutical ingredients and registered intermediates, energetic products used primarily in space flight and defense systems, clean fire extinguishing agents and water treatment equipment. Mr. Readdy is also chairman of GeoMetWatch, Inc., a startup company offering commercial satellite weather products. Additionally, Mr. Readdy serves as a director of Challenger Center, National Aeronautics Association, AFCEA Education Foundation, Discovery of Flight Foundation and of the National Aviation Hall of Fame. In the late 1970s and early 1980s he served as a naval test pilot. Mr. Readdy joined NASA in 1986 and in 1987 became a member of the astronaut corps, but continued his military service in the Naval Reserve, attaining the rank of captain in 2000. Mr. Readdy logged more than 672 hours in space on three shuttle missions. In 1996 he commanded the space shuttle Atlantis on a docking mission to the Russian Mir space station.


Daniel Elwell, 61
Independent Director

Mr. Elwell served as Deputy and Acting Administrator of the Federal Aviation Administration (“FAA”) from June 2017 to November 2020, responsible for the safety and efficiency of the world’s single largest aerospace system, and had oversight of the FAA’s multibillion-dollar NextGen air traffic control modernization program. He also previously served at the FAA as the Assistant Administrator for Policy, Planning and Environment from 2006-2008. From 2013 to 2015, as Senior Vice President for Safety, Security, and Operations at Airlines for America (A4A), he was responsible for helping to advance commercial aviation safety and security excellence for major U.S. air carriers. Elwell was Vice President of the Aerospace Industries Association (AIA) from 2008-2013. Elwell was a commercial pilot for 16 years with American Airlines, flying DC-10, MD-80, and B-757/767 aircrafts. While maintaining his proficiency as an MD-80 Captain, he served as Managing Director for International and Government Affairs at American Airlines. He earned his pilot wings at Williams Air Force Base in Arizona after graduating from the U.S. Air Force Academy. Elwell is a former Air Force Lieutenant Colonel who retired from military service as a Command Pilot with more than 6,000 hours combined civilian and military flight time in the U.S. Air Force and U.S. Air Force Reserve, including combat service during Operation Desert Storm.


Alec Burger, 57
Independent Director

From 2019 to 2020, Mr. Burger was the Corporate Senior Vice President of GE Capital. Before that, Mr. Burger served as the President and Chief Executive Officer of GE Capital from 2018 to 2020. While at GE Capital, Mr. Burger led a restructuring that stabilized the insurance business, divested more than $25 billion in non-core assets within 18 months, and delivered improvement to the GECAS commercial aircraft business. Mr. Burger served as an officer of GE Capital from 2007 to 2020. Mr. Burger served as President and Chief Executive Officer of GECAS from 2016 to 2018. As President and Chief Executive Officer of GECAS, Mr. Burger helped drive product enhancements and differentiation that led to $6 billion in annual transactions, with $1.2 billion in annual net income with average growth of 10% per year. He developed a strategy for attracting third-party capital (including a $3 billion joint venture with CDPQ in Canada) and personally negotiated a complex airframe order with the CEO of Airbus, announced at the Paris Air Show. From 2014 to 2016, Mr. Burger was the President and Chief Executive Officer of GE Capital Real Estate. Mr. Burger helped grow GE Capital Real Estate’s global lending business while optimizing the remaining equity portfolio. He also served as President, North America Real Estate through the financial crisis, and as Managing Director, UK Real Estate, along with earlier roles in global business development. Mr. Burger began his career as a Mechanical Engineer at Cabot Corporation in Boston, MA, and worked as a Management Consultant at Bain & Company before joining GE. Mr. Burger earned an Executive MBA from the High Technology MBA Program at Northeastern University and a BS in Mechanical Engineering from Trinity College in Hartford, CT. He has served as Vice Chairman of the Connecticut Chapter of the National Multiple Sclerosis Society and a Board Member of the Stepping Stones Museum for Children in Norwalk, CT.