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BPGC Acquisition Corp. *

BPGC Acquisition Corp. *

Feb 2, 2021 by Matt Cianci

The below-announced combination was terminated on 8/21/23.  It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.

PROPOSED BUSINESS COMBINATION: APRINOIA Therapeutics Inc.

ENTERPRISE VALUE: $319.6 million
ANTICIPATED SYMBOL: tbd

Ross Acquisition Corp II proposes to combine with APRINOIA Therapeutics Inc.

APRINOIA Therapeutics Inc., incorporated in 2015, is a Cambridge, MA-based global clinical-stage biotech company developing novel therapeutics and precision diagnostics for the treatments of neurodegenerative diseases in collaboration with leading global biotech companies.

EXTENSION – 9/26/24 – LINK

  • The SPAC approved the extension from September 16, 2024 to March 16, 2026.
    • 2,512,919 shares were redeemed.
    • No contribution will be deposited into the trust account.

EXTENSION – 3/7/24 – LINK

  • The SPAC approved the extension from March 16, 2024 to September 16, 2024.
    • 2,372,565 shares were redeemed.
    • $0.03/share per month will be deposited into the trust account.

EXTENSION – 9/15/23 – LINK

  • The SPAC approved the extension from September 16, 2023 to March 16, 2024.
    • 1,339,804 shares were redeemed for $10.74/Share.
    • $75K per month will be deposited into the trust account.

EXTENSION – 3/13/23 – LINK

  • The SPAC approved the extension from March 16, 2023 to September 23, 2023
    • 28,119,098 shares were redeemed.
    • $165K per month will be deposited into the trust account.

TRANSACTION

  • The Business Combination values the post-closing combined business at a pro forma enterprise value of up to US$319.6 million.
  • APRINOIA will receive the remaining proceeds held in ROSS’s trust account following the redemptions by ROSS shareholders, an additional US$7.5 million from an affiliate of Mr. Wilbur Ross and US$5 million in commitments from other investors, including existing shareholders of APRINOIA.
    • There is approximately US$350.6 million currently held in ROSS’s trust account.

ROSS

SPAC FUNDING

Convertible Note

  • The Company and certain investors have entered, or will enter into those certain convertible note purchase agreements and other related ancillaries, pursuant to which such Convertible Note Holders have or will provide to the Company debt financing in the aggregate amount of up to $35,000,000 to meet the Company’s working capital requirements through the Closing
    • The notes bear interest on the aggregate outstanding principal amount at a simple interest rate of 5% per annum.
  • R Investments, LLC entered into a Convertible Note Purchase Agreement on December 22, 2022, to purchase a Convertible Note with an aggregate principal amount of $7,500,000
  • All other Convertible Notes, convert automatically in the event of
    • (i) a Qualified IPO,
    • (ii) a Qualified Financing, and
    • (iii) a Qualified Business Combination.
  • Such other Convertible Notes are also convertible at the option of the Convertible Note Holder if the Company elects to redeem the Convertible Notes. “Conversion Price” for the other Convertible Notes means
    • (i) in the case of a Qualified IPO, a price equal to the per share public offering price stated on the front cover of the final prospectus for the Qualified IPO (before deduction of any underwriting commissions, expenses, or other amounts) multiplied by 0.80,
    • (ii) in the case of Qualified Financing, a price equal to the cash price paid per share for equity securities by the investors in the Qualified Financing multiplied by 0.80,
    • (iii) in the case of a Qualified Business Combination, a price equal to the implied per share price of the ordinary shares of the Company in such Qualified Business Combination multiplied by 0.80, and
    • (iv) in the event that the conversion is made pursuant to redemption, at $1.58.

PIPE

  • In connection with the execution of the Business Combination Agreement, R Investments, PubCo, and the Company entered into an equity commitment letter pursuant to which the Forward Purchaser agreed to subscribe for, directly through PubCo and as a PIPE Investment, that number of PubCo Ordinary Shares at $10 per share equal to the difference between the actual value of the Trust Account (after giving effect to redemptions of RAC Class A Ordinary Shares) and $12,500,000 (the “Maximum Commitment”), only to the extent that the value of the Trust Account (after giving effect to redemptions of RAC Class A Ordinary Shares) is less than the Maximum Commitment.

SPONSOR FORFEITURE

  • The Sponsor automatically surrendered for no consideration 3,018,750 issued and outstanding Founder Shares

EARNOUT

  • Sponsor
    • 2,156,250 shares will be subject to ecarnout over five years

LOCK-UP

  • Sponsor
    • One year after the Closing or if the share price equals or exceeds $12.00 for any 20/30 trading days at least 150 days after the Closing
  • Company
    • 180 days after Closing

NOTABLE CONDITIONS TO CLOSING

  • PubCo is required to cause the PubCo ordinary shares issued in connection with the Business Combination to be approved for listing on NYSE or Nasdaq, but there can be no assurance that such listing conditions will be met.
  • The amount of cash and cash equivalents held by RAC without restriction outside of the trust account and any interest earned on the amount of cash held inside the trust account is at least US$12,500,000

NOTABLE CONDITIONS TO TERMINATION

  • By either RAC or the Company if the Business Combination is not consummated on or prior to the date falling on the earlier of
    • (x) the date by which RAC must complete its initial business combination pursuant to its governing documents, as amended, including any extension thereto or
    • (y) nine (9) months from the date of the Business Combination Agreement, or any such other date as mutually agreed in writing by RAC and the Company (10/18/23)

ADVISORS

  • BTIG, LLC acted as the financial advisor to APRINOIA in connection with the proposed Business Combination.
  • Allele Capital Partners, LLC acted as a strategic advisor to APRINOIA.
  • Cooley LLP acted as legal advisor to APRINOIA in connection with the proposed Business Combination.
  • White & Case LLP acted as legal advisor to ROSS in connection with the proposed Business Combination.
  • Jones Day acted as legal advisor to ROSS in connection with certain securities matters.

MANAGEMENT & BOARD

Executive Officers

Wilbur L. Ross, Jr., 83
President, Chief Executive Officer and Chairman of the Board

Mr. Ross was the Founder, Chairman and Chief Strategy Officer of WL Ross from April 2000 to February 2017. Founded in 2000, WL Ross is a global distressed private equity firm investing across private equity, credit, infrastructure and mortgage funds. In March 2016, WL Ross Holding Corp., a SPAC founded in 2014 by Mr. Ross, successfully acquired Nexeo Solutions Holdings LLC, a chemical and plastics distributor. Mr. Ross served as chairman of the board of Nexeo Solutions for a year before his appointment as the 39th Secretary of Commerce on February 28, 2017. Immediately prior to his confirmation as Secretary of Commerce, Mr. Ross served on the board of directors of the following companies: Navigator Holdings (NYSE: NVGS), Invesco Private Capital, Bank of Cyprus, Talmer Bancorp and Sun Bancorp. He previously had been Chairman of International Steel Group Inc., International Auto Components Group Inc., and Diamond S Shipping Inc. As Secretary of Commerce, Mr. Ross was the principal voice of business in the Trump Administration, ensuring that U.S. entrepreneurs and businesses had the tools they needed to create jobs and economic opportunity. He served on the board of directors of the Export-Import Bank of the United States, the Overseas Private Investment Corporation and the Pension Benefit Guaranty Corporation. Prior to founding WL Ross in 2000, Mr. Ross was the Executive Managing Director of Rothschild, Inc., where he and his team advised various constituencies through bankruptcies and workouts around the world, assisting in restructuring in excess of $200 billion of liabilities. In 1997, Mr. Ross and his investment team organized their first private equity fund, Rothschild Recovery Fund L.P. In April 2000, Mr. Ross founded WL Ross and acquired from Rothschild Inc. its general and limited partner interests in Rothschild Recovery Fund L.P., which was renamed WLR Recovery Fund, L.P. We believe Mr. Ross is well qualified to serve as a director due to his over 40 years of experience in private equity, numerous public and private company directorship roles, and globally-recognized financial expertise having been elected to both the Private Equity Hall of Fame and the Turnaround Management Association Hall of Fame. Additionally, South Korean President Kim Dae Jung awarded Mr. Ross a medal for helping the country recover from its financial crisis and the Emperor of Japan awarded him the Order of the Rising Sun with Silver Stars, its highest award to a foreign citizen.

Stephen J. Toy, 48
Chief Financial Officer

Mr. Toy has served as the co-founder and managing partner of Broadpeak Global LP since September 2020, an independent private equity firm dedicated to opportunistic buyouts and special situations transactions in the global industrials, materials and chemicals sectors. Prior to that, from 2006 until September 2020 Mr. Toy served in various senior roles at Invesco, Ltd. including as the Global Head of Private Equity . In his past career he occupied the position of Chairman for Plascar Participações Industriais SA, Chairman for International Automotive Components Group North America, Inc., President & Director at Nexeo Solutions, Principal at Rothschild, Inc. and Senior Managing Director at WL Ross. Over the past 24 years, Mr. Toy has invested across a diverse set of industries including automotive, railcar leasing, telecommunications, financial services, steel, media, building materials and technology. Mr. Toy is currently on the board and compensation committee of Permian Basin Materials LLC and has served since October 2013. Mr. Toy previously served on the board of directors for Amalgamated Bank, Compagnie Europeenne de Wagon, IAC Group North America, Marquis Who’s Who and Kansai Sawayaka Bank.

Nadim Z. Qureshi, 46
Head of M&A

Mr. Qureshi is the co-founder and managing partner of BroadPeak Global LP since June 2020, an independent private equity firm dedicated to opportunistic buyouts and special situation transactions in the global industrials, advanced materials and chemical sectors. Prior to this, Mr. Qureshi was a Managing Partner at Invesco Private Capital from September 2015 to September 2020. Prior to that, he served as a Managing Director for WL Ross. In this role, he headed private equity investments in the chemical and the industrial sectors. Mr. Qureshi led the sourcing and the execution of the Nexeo’s acquisition by WL Ross Holding and was a Director of Nexeo Solutions from June 2016 to November 2017. From 2013 to 2014 Mr. Qureshi was a Partner at Quinpario Partners LLC. Prior to that, from 2005 to 2012, he held multiple leadership roles at Solutia Inc. including corporate development, strategy and P&L responsibility. Mr. Qureshi was a member of the executive team that led the restructuring and transformation of Solutia from a bankrupt, commodity producer to a global, highly profitable specialty chemicals business until its sale to Eastman Chemical in 2012. Prior to Solutia, Mr. Qureshi was with Arthur D. Little and Charles River Associates, focusing on strategy development, mergers and acquisitions, growth and performance improvement in the chemical and industrial sectors. Mr. Qureshi currently serves a director and chairman of the board of Diamond S Shipping Inc. and has held that position since March 2017.

Board of Directors

Lord William Astor, 69
Director

He has been Chairman of Silvergate Media Ltd since 2011, a media and intellectual property company. Previously, he served as a director of Nexeo Solutions, Inc. from 2015 to 2017 and as a non-executive director of WL Ross Holdings Corp. from 2000 to 2015. From 2007 to 2015 William Astor was a director of Networkers International Plc, a global recruitment consultancy listed on AIM. From 1977 to 2011, He was Deputy Chairman of Chorion Plc, a media rights company. Lord Astor was previously a Minister in the Governments of Prime Minister Margret Thatcher and John Major from 1990 to 1997, Conservative Opposition Spokesman from 1997 to 2011 and currently sits in Parliament in the House of Lords as a Conservative Peer. He is a non-executive Director of Canadian Overseas Petroleum Plc since March 2013. Lord Astor also serves as a member and chairman of the board of directors for Silvergate Media Limited and has held this position since January 2011.

Larry Kudlow, 73
Director

Mr. Kudlow was Assistant to the President and Director of the National Economic Council for the Trump Administration from March 2018 to January 2021. Prior to that, Mr. Kudlow was a CNBC Senior Contributor from April 2011 to February 2018. He was previously host of CNBC’s primetime “The Kudlow Report” and a syndicated radio show host from April 2011 to February 2018. During President Reagan’s first term, Mr. Kudlow was the associate director for economics and planning, Office of Management and Budget, where he was engaged in the development of the administration’s economic and budget policy.

Edward A. Snyder, 67
Director

Mr. Snyder is the William S. Beinecke Professor of Economics and Management at the Yale School of Management since June 2011. He conducts research on Industrial Organization and Antitrust and also teaches Economic Analysis of High-Tech Industries, a course that applies economic principles to valuations of high-tech firms. Mr. Snyder earlier served as Dean of the University of Virginia’s Darden School, Dean of the University of Chicago Booth School of Business, and most recently as Dean of Yale School of Management. Mr. Snyder serves as Chair of the Global Network for Advanced Management since April 2012, a network of 32 top business schools that he launched in 2012. He is a member of the Visiting Committee of MIT Sloan, the International Advisory Board of the Fudan University Business School, and the International Advisory Counsel of Stockholm School of Economics. Additionally, Mr. Snyder is a member of the board of directors of Kemper Sports. Mr. Snyder earned a Ph.D. in Economics and an M.A. in Public Policy from the University of Chicago.

 

ByMatt Cianci