Altitude Acquisition Corporation *

The below-announced combination was terminated on 3/12/24.  It will remain on the page for reference purposes only.

PROPOSED BUSINESS COMBINATION: Vesicor Therapeutics, Inc.

ENTERPRISE VALUE: TBD

ANTICIPATED SYMBOL: TBD

Altitude Acquisition Corporation entered into a business combination agreement with Vesicor Therapeutics, Inc.

• Vesicor Therapeutics is an early-stage biopharmaceutical company focused on the development of microvesicle-based therapeutics, a new class of medicines with the potential to transform the treatment of a wide spectrum of diseases.

LIQUIDATION – 3/12/24 – LINK

• The Company anticipates that the last day of trading in the Class A ordinary shares will be March 12, 2024.
  • The per-share redemption price will be approximately $10.16.

TRANSACTION

SPAC FUNDING

• Vesicor and the Company will use commercially reasonable efforts to identify additional sources of financing.

LOCK-UP

• Company and Sponsor:
  • The Sponsor and certain shareholders of Vesicor have agreed not to transfer any of their shares until the earlier to occur of:
    • (i) one year after the Closing and
    • (ii) the closing price of the Class A common stock equals or exceeds $12.00 per share for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing.

NOTABLE CONDITIONS TO CLOSING

• Vesicor and Altitude shareholder approvals

NOTABLE CONDITIONS TO TERMINATION

• The Business Combination Agreement may be terminated by the SPAC or Vesicor, if the Closing has not occurred by October 1, 2024 (Outside Date), which date shall be automatically extended to December 11, 2024 if the SEC has not declared the Registration Statement effective on or prior to October 1, 2024, but only if the party seeking to terminate is not in material breach.

ADVISORS

• Vesicor Advisors:
  
  • TBD
• SPAC Advisors:
  
  • TBD

The below-announced combination was terminated on 2/29/24.  It will remain on the page for reference purposes only.

PROPOSED BUSINESS COMBINATION: Picard Medical, Inc.

ENTERPRISE VALUE: $517.5 million

ANTICIPATED SYMBOL: TBD

Altitude Acquisition Corp. entered into a definitive business combination agreement with Picard Medical, Inc., the parent company of SynCardia Systems, LLC, a global leader in mechanical heart replacement technology

• Picard Medical is the parent company of SynCardia Systems, a Tucson, Arizona based leader in mechanical heart replacement technology for patients suffering from end-stage heart failure.
• SynCardia manufactures, sells, and markets the world’s first and only FDA approved and commercially available Total Artificial Heart (“TAH”) to replace the full functions of a failing or failed human heart caused by end-stage, biventricular heart failure.
• With 39 years of clinical use, SynCardia’s TAH and its predecessors have been used in over 2,000 implantations across 140 medical centers globally and it is the most widely used and extensively studied TAH in the world.
• Proceeds from the transaction are expected to accelerate SynCardia’s international expansion, support its pursuit of FDA approval for long-term indications, and advance research & development of next generation products.
• SynCardia is expected to achieve break-even profitability by 2024.

EXTENSION – 12/11/23 – LINK

• The SPAC approved the extension from December 11, 2023 to March 11, 2024.
  • 359,190 shares were redeemed for approximately $10.30 per share.
  • No contribution will be made into the trust account.

TRANSACTION

• The proposed transaction values Picard Medical at a pre-money enterprise value of $480 million, assuming no redemptions by Altitude Acquisition Corp. shareholders, and calls for the combined company to have at least $38 million in net cash at the time of closing.
• Existing Picard Medical equity holders will roll 100% of their equity into the combined public company.
• The transaction has been approved by the boards of directors of both Altitude and Picard Medical.
• The transaction is expected to close in the third or fourth quarter of 2023.
• Upon closing of the transaction, Altitude will be renamed Picard Medical Holdings, Inc. and is expected to remain listed on Nasdaq.

SPAC FUNDING

• Picard and the Company will use commercially reasonable efforts to secure the Picard Financing prior to the Closing.

EARNOUT

• Company Earnout:
  • An additional 6,500,000 New Picard Warrants will be released to Picard security holders if, at any time during the five year period following the Closing, the VWAP of New Picard Common Stock for any 20 trading days within any 30 trading day period is greater than $12.50.
• Sponsor Earnout:
  • The Sponsor Earnout Securities will be released upon achievement of the following milestones at any time during the five year period following the Closing:
    • (i) 500,000 Sponsor Earnout Shares will be released if the VWAP of New Picard Common Stock is equal to or greater than $12.50 for any 20 trading days within any 30 trading day period, and
    • (ii) 250,000 Sponsor Earnout Shares and 1,000,000 Earnout Warrants will be released upon the closing of the acquisition by the Company or New Picard, as applicable, of at least 10,000,000 Company Warrants or New Picard Warrants, as applicable, from public investors.
• The Sponsor will forfeit 4,500,000 founder shares and 6,500,000 private placement warrants.
  • Forfeited shares will be reduced by 20,000 shares for each $1,000,000 of proceeds in excess of $38,000,000.
  • Additional 1,250,000 million founder shares and 1,000,000 million private placement warrants to be placed into escrow.

LOCK-UP

• Company and Sponsor Lock-ups:
  • The Holders will agree not to transfer any shares of New Picard Common Stock received by them as consideration in the Mergers (the “Lock-Up Shares”) for the period ending on the earliest of:
    • (i) the date this is one year following the Closing Date,
    • (ii) the date on which the closing price of shares of New Picard Common Stock on Nasdaq equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for twenty (20) of any thirty (30) consecutive trading days commencing at least 150 days after the Closing, and
    • (iii) the date on which New Picard completes a liquidation, merger, capital stock exchange, reorganization or similar transaction that results in all of New Picard’s stockholders having the right to exchange their shares of New Picard Common Stock for cash, securities or other property.
  • The Holders will agree not to transfer any warrants received as consideration in the Mergers (including the Earnout Warrants) for a period of 30 days after Closing.

NOTABLE CONDITIONS TO CLOSING

• Altitude and Picard Medical shareholder approvals
• Consents and/or approvals from the applicable governmental, regulatory or administrative authorities, including HSR approval

NOTABLE CONDITIONS TO TERMINATION

• The Business Combination Agreement may be terminated if the Closing has not occurred by October 1, 2023 (Outside Date), which shall be automatically extended to December 11, 2023 if the SEC has not declared the Registration Statement effective on or prior to October 1, 2023.

ADVISORS

• Picard Medical Advisors:
  • Winston & Strawn LLP acted as legal advisor
• Altitude Acquisition Advisors:
  • White & Case LLP acted as legal advisor

EXTENSION – 4/10/23 – LINK

• The SPAC approved the extension from April 11, 2023 to December 11, 2023.
  • 337,457 shares were redeemed for approximately $10.08 per share.
  • No contribution will be made into the trust account.

EXTENSION – 10/6/22 – LINK

• On October 5, 2022, Altitude Acquisition Corp. entered into a non-redemption agreement with one of its existing stockholders holding an aggregate of 223,124 shares of Class A common stock.
• Pursuant to the Non-Redemption Agreement, the Non-Redeeming Stockholder agreed to:
  • (a) not redeem the Shares in connection with the vote to amend the Company’s amended and restated certificate of incorporation to extend the date by which the Company has to consummate an initial business combination from October 11, 2022, to April 11, 2023, and
  • (b) vote all of its Shares in favor of the Extension.
• In connection with the Special Meeting, stockholders holding an aggregate of 3,382,949 shares of the Company’s Class A common stock exercised their right to redeem their shares for approximately $10.05 per share of the funds held in the Company’s trust account, leaving approximately $16,810,086.85 in cash in the trust account after satisfaction of such redemptions.

EXTENSION – 6/14/22 – LINK

• The SPAC approved the extension to complete a business combination from June 11, 2022, to October 11, 2022
  • 24,944,949 (83.150%) shares were redeemed for approximately $10.01/share

SUBSEQUENT EVENT – 6/8/22 – LINK

• The SPAC entered into non-redemption agreements with certain shareholders who support the proposal to extend the time ALTUU has to complete its initial business combination from June 11, 2022 to October 11, 2022.
  • Shareholders holding a total of 1,250,000 shares of Class A common stock, representing $12,500,000 of ALTUU’s trust account, agreed not to redeem their shares in connection with the Extension and to vote in favor of the Extension and ALTUU’s initial business combination, in exchange for a cash payment of $0.033 per share per month for the four-month Extension.
  • The cash payment will be made by ALTUU’s Chief Executive Officer, Gary Teplis.
  • The non-redemption agreements are intended to secure capital in ALTUU’s trust account so that ALTUU can continue to negotiate a potential business combination.
    • Currently, ALTUU is in active discussions for a potential business combination with a leading global travel technology business and intends to announce a definitive agreement for the transaction in the coming weeks.
    • No assurances can be made that ALTUU will successfully negotiate and enter into a definitive agreement, or that the proposed transaction will be consummated.

MANAGEMENT & BOARD

Executive Officers

Gary Teplis, 51
President and Chief Executive Officer

Mr. Teplis currently serves as the CEO of Teplis Travel. During Mr. Teplis’s tenure as CEO of Teplis Travel, which began in 2010, revenues have grown by almost 56% through the end of fiscal year 2019, and Teplis Travel became one of the top 25 TMCs in the United States. Mr. Teplis has been an avid public equity, private equity and angel investor in a multitude of industries for many years. He was an investor in Travelscape, which was successfully sold to Expedia at a premium. In addition, Mr. Teplis was also a lead investor in the development of Under Armour’s global corporate headquarters in Baltimore, Maryland.

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Farris Griggs, 49
Chief Financial Officer

Mr. Griggs currently serves as the Chief Financial Officer and Vice President of Finance at Teplis Travel where he is tasked with key financial decision making. Mr. Griggs joined Teplis Travel after a very successful 20-year tenure with the Finance Leadership team at BCD Travel, a global leader in business travel with $27.1 Billion in sales.

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Kevin Schubert, 43 [Resigned 8/18/22]
Chief Operating Officer

Before joining the Company, Mr. Schubert served as the Senior Vice President of Corporate Development and Strategy at Red Rock Resorts, Inc. where he led key initiatives in mergers and acquisitions, contract negotiation, and strategic planning. Prior to that, Mr. Schubert served as the Vice President of Strategy and Operations and Associate General Counsel at Las Vegas Sands Corp. Mr. Schubert started his career as a consultant at Accenture and was trained as an attorney at Gibson, Dunn & Crutcher LLP and was part of its Corporate Finance Department.

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Adeel Rouf, 29
Senior Vice President of Corporate Finance

Prior to joining the Company, Mr. Rouf was an Investment Professional at FinTech Acquisition Corp. III, a Special Purpose Acquisition Company (“SPAC”) that recently announced a merger with Paya and Insurance Acquisition Corp., a SPAC which recently announced a merger with Shift Technologies. Prior to that, Mr. Rouf was part of J.P. Morgan’s investment banking leveraged finance team, where he executed debt transactions in diversified industries, and at Sumitomo Mitsui Banking Corporation, where he executed transactions in the Power and Renewable space.

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Board of Directors

Gavin Isaacs, 56 [Resigned 9/13/22]
Non-Executive Chairman 

Mr. Isaacs currently serves as a Director of DraftKings Inc., and is on the Board of Directors of Galaxy Gaming Ltd. Mr. Isaacs is also an advisor to Jackpocket, an online lottery app. Mr. Isaacs was recently the Non-Executive Chairman of SBTech Limited, a leader in sports betting technology. In 2020, SBTech Limited merged with Diamond Eagle Acquisition Corp. and DraftKings Inc. Previously, Mr. Isaacs served in numerous leadership capacities for Sci Games, including serving as the President and Chief Executive Officer of Sci Games from 2014 to 2016, and as a member of the Board of Directors of Sci Games from 2014. He was also the Vice Chairman of the Board of Directors of Sci Games from 2016 until his resignation in 2018. Mr. Isaacs also actively supported business development and customer relationships at Sci Games through a strong partnership with the company’s internal teams. Prior to joining Sci Games, Mr. Isaacs served for three years as the Chief Executive Officer of SHFL from 2011 to 2013, where he grew the company to record revenues, globally expanded the slot business, and created meaningful opportunities in specialty table-game brands both in brick-and-mortar casinos and online. Prior to joining SHFL, Mr. Isaacs served as Executive Vice President and Chief Operating Officer of Bally Technologies Inc., where he oversaw the rollout of the company’s new slot platform and sophisticated new slot cabinet family and was responsible for double-digit growth of participation revenue, as well as the company’s re-entry into the Australian market. Prior to joining Bally, Mr. Isaacs served for nearly eight years with Aristocrat Leisure Limited, and as a partner at the Australian law firm DLA Phillips Fox.

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Thomas Breitling, 51 [Resigned 9/13/22]
Vice Chairman

Mr. Breitling is a serial entrepreneur and a longtime investor who currently serves as the CEO of Breitling Ventures, a private investment management business which he founded. In 1993, prior to his role at Breitling Ventures, Mr. Breitling helped to evolve LVRS into Travelscape.com, which revolutionized hotel and vacation package reservations in the travel industry. Mr. Breitling capitalized on the growth of Las Vegas, the hospitality industry and the internet, and during his tenure Travelscape sales reached over $100 million in 1999. In 2000, Mr. Breitling oversaw the acquisition of Travelscape by Expedia in a deal valued at more than a $95 million. Mr. Breitling then served as a board member of Expedia from 2002 to 2003. In 2004, Mr. Breitling completed the acquisition of the Golden Nugget for $215 million, which was later sold to Landry’s Restaurant Inc. for approximately $340 million in 2005. Mr. Breitling also served as a Senior Vice President of Strategy and Development at the Wynn Resorts from 2008 to 2010 and as the Chairman of Ultimate Gaming, an online gaming company.

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Sam Galeotos, 62
Director 

Mr. Galeotos has served in a number of executive leadership positions throughout his career including as President and CEO of Galileo International, a leading travel global distribution services company. Other positions held by Mr. Galeotos have included CEO of strategic distribution and travel services at Cendant Corporation; President and CEO of Cheap Tickets, Inc. based in Honolulu, Hawaii; Co-CEO of Worldspan Travel Information Systems of Atlanta, Ga.; and leadership positions at Delta Airlines and DatasLink Business Systems, a subsidiary of Delta Airlines.

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Hilton Sturisky, 50
Director 

Most recently, Mr. Sturisky was the Global CIO at Crawford & Company, the world’s largest publicly-listed insurance claims management company. Mr. Sturisky has extensive travel industry experience as he has served as the CIO at Spirit Airlines and the CIO at BCD Travel. Mr. Sturisky has also held leadership roles at Pfizer Pharmaceuticals and The Coca-Cola Company. Mr. Sturisky has spent his career restructuring large scale operating models involving disparate IT functions and legacy systems in high transaction complex environments. He holds a degree from the University of Witwatersrand in Johannesburg, South Africa, as well as graduate degrees from Emory University and Georgia Tech. Mr. Sturisky is well-qualified to sit on our board of directors due to the fact that he is well versed in leveraging digital technology to enhance customer experience, obtain insight from data, and drive aggressive growth and innovation across diverse industries.

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Michel Taride, 64
Director

Mr. Taride currently serves as a Strategic Advisor in Travel, Tourism and Smart Mobility at Orfeo Partners and as a Senior Advisor at Afiniti and Drake Star Partners. He is also an Operating Partner at C4 Ventures and a Strategic Advisor at Knighthood Capital Partners. Previously, Mr. Taride was the Group President of Hertz International, the leading global car rental brand, where he was responsible for all of Hertz’s wholly-owned and franchise operations in approximately 150 countries across all continents other than North America. Mr. Taride has served on the Global Travel & Tourism Partnership Advisory Board for over a decade and has acted as chairman for the last five years. Mr. Taride is also an Ambassador for the World Travel and Tourism Council and a Foreign Trade Advisor to the French Embassy in London.

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Dr. Warren Hosseinion, — [Appointed 9/13/22]
Director

On September 13, 2022, the Board appointed Dr. Warren Hosseinion to serve as a Class III director on the Board, Chairman of the Board, and as a member of the Audit Committee and Compensation Committee, effective immediately. Dr. Hosseinion, 46, is a co-founder of Apollo Medical Holdings, Inc., has been a member of its board of directors since July 2008, and served as its Chief Executive Officer from July 2008 to December 2017 and Co-Chief Executive Officer from December 2017 to March 2019. Dr. Hosseinion was Chairman of the board of directors of Clinigence Holdings, Inc. from April 2019 to March 2022, Chief Executive Officer of Clinigence Holdings, Inc. from March 2021 to March 2022, and following a business combination with Nutex Health, Inc. he continues to be a director and President of Nutex Health, Inc. from March 2022 to present. In 2001, Dr. Hosseinion co-founded ApolloMed. Dr. Hosseinion received his B.S. in Biology from the University of San Francisco, his M.S. in physiology and biophysics from the Georgetown University Graduate School of Arts and Sciences, his medical degree from the Georgetown University School of Medicine, and completed his residency in internal medicine from the Los Angeles County-University of Southern California Medical Center.

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