Silver Spike Acquisition Corp II

Silver Spike Acquisition Corp II

Feb 5, 2021 by Matt Cianci

LIQUIDATION – 3/14/23 – LINK

  • The Company anticipates that the last day of trading in the Class A ordinary shares will be March 24, 2023.
    • The per-share redemption price will be approximately $10.22

The below-announced combination was terminated on 6/9/22.  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: Eleusis [TERMINATED on 6/9/22 – LINK]

ENTERPRISE VALUE: $446 million
ANTICIPATED SYMBOL: ELEU

Silver Spike Acquisition Corp. II proposes to combine with Eleusis, a clinical-stage life science company that aims to unlock the therapeutic potential of psychedelics.

  • Founded in 2013, Eleusis is dedicated to transforming psychedelics into medicines. ELE-Psilo, Eleusis’s lead drug candidate, is being developed to treat depression and is expected to enter Phase I trials in 2022, subject to regulatory authorization.
  • Eleusis designed ELE-Psilo, if FDA-approved, to be compatible with existing U.S. healthcare infrastructure and insurance coverage and reimbursement requirements.
  • Third-party clinical studies investigating oral psilocybin have reported compelling anti-depressant effects.
  • When administered orally, however, psilocybin may only be “halfway” to a modern medicine. Academic trials of oral psilocybin revealed considerable variability in patients’ absorption and metabolism rates at identical doses, which may result in unpredictable pharmacokinetics and pharmacodynamics. Combined with the lengthy treatment and observation periods in these trials – up to 6 hours – oral psilocybin could prove impractical for broad therapeutic use, even if it secured FDA approval.
  • Eleusis formulated ELE-Psilo to deliver psilocin, the active ingredient in psilocybin, via IV infusion. IV-administered psilocin has the potential to offer more consistent therapeutic effects to patients, more controllable therapies to clinicians, and shorter treatment times – planned to be two hours or less – than orally-administered psilocybin exhibited in third-party clinical studies.

Further, Eleusis’s subsidiary Andala plans to solve the practical, “last mile” challenges of interventional psychiatric therapy. It is a care delivery management company dedicated to managing clinics that offer patients safe and convenient access to psychiatric drug therapies, potentially covered and reimbursed by insurance. Currently, its managed clinics provide access to FDA-approved drug therapies like SPRAVATO (esketamine). Andala aims to establish a nationwide care delivery platform that will offer patients access to all psychedelic drug therapies approved by the FDA in the future.


TRANSACTION

  • The transaction implies a combined company enterprise value of approximately $446 million.
  • All Eleusis equity held by existing Eleusis shareholders and other investors, including Eleusis’s management, will roll in the transaction into equity of the combined company and will be subject to a one-year lockup, subject to certain exceptions and early release in certain circumstances.
  • Existing Eleusis shareholders and other investors will additionally receive earnout consideration at the closing of the transaction representing approximately 14% of an adjusted measure of the enterprise value of the combined company, which will vest only if and when the combined company’s stock price exceeds certain targets during the three-year period after the closing of the transaction.
  • Upon completion of the transaction, the current owners of Eleusis will retain approximately 49% ownership of the combined company, assuming no redemptions by SPKB’s public shareholders and excluding the earnout consideration.
  • The combined company expects to receive up to $287.5 million of gross proceeds from SPKB’s trust account, assuming no public shareholders of SPKB exercise their redemption rights and before transaction expenses.

SPKB Transaction Overview


PIPE

  • There is no PIPE in this transaction.

LOCK-UP

  • Eleusis’s shareholders:
    • A period of one year after the Closing, subject to early release if the closing trading price of HoldCo Common Stock equals or exceeds $12.00 for any 20 trading days within any 30 trading day period starting at least 150 days after Closing Date.
  • Sponsor:
    • A period of one year after the Closing, subject to early release if the closing trading price of HoldCo Common Stock equals or exceeds $12.00 for any 20 trading days within any 30 trading day period starting at least 150 days after Closing Date.

EARNOUT

  • Eleusis Equityholders will also receive a number of earnout shares in connection with the Closing approximately equal to 14% of an adjusted measure of the pro forma value of HoldCo immediately following the Closing (the “Earnout Shares”), subject to vesting and forfeiture based on achievement of post-closing share price targets, in each case for any 20 trading days within any 30 trading day period commencing on the date on which the Closing occurs (the “Closing Date”) and ending on the third anniversary of the Closing Date:
    • 20% of the Earnout Shares will vest if and when the closing trading price of HoldCo Common Stock equals or exceeds $12.50 per share
    • 30% of the Earnout Shares will vest if and when the closing trading price of HoldCo Common Stock equals or exceeds $15.00 per share
    • 50% of the Earnout Shares will vest if and when the closing trading price of HoldCo Common Stock equals or exceeds $17.50 per share

NOTABLE CONDITIONS TO CLOSING

  • Eleusis’s obligations to complete the Business Combination are contingent upon proceeds of the trust account (net of redemptions) and any financing arrangements being greater than or equal to $50,000,000 (the “Minimum Cash Condition”).

NOTABLE CONDITIONS TO TERMINATION

  • The Business Combination Agreement may be terminated under certain customary and limited circumstances, including if the Closing has not occurred on or before seven months following the date of the Merger Agreement.

ADVISORS

  • Canaccord Genuity LLC is serving as financial advisor to Eleusis.
  • Latham & Watkins LLP is serving as legal advisor to Eleusis.
  • Credit Suisse Securities (USA) LLC served as financial and equity capital markets advisor to Silver Spike Acquisition Corp. II.
  • Cantor Fitzgerald & Co. served as capital markets advisor to Silver Spike Acquisition Corp. II.
  • Davis Polk & Wardwell LLP is serving as its legal advisor to Silver Spike Acquisition Corp. II.

MANAGEMENT & BOARD


Executive Officers

Scott Gordon, 59
Chief Executive Officer and Chairman

Mr. Gordon is also Chairman of the board of directors and Chief Executive Officer of Silver Spike Acquisition Corp., a blank check company whose sponsor is an affiliate of Silver Spike Capital. On December 10, 2020, Silver Spike Acquisition Corp. entered into a definitive agreement for a business combination with WM Holding Company, LLC, which operates Weedmaps, a leading online listings marketplace for cannabis consumers and businesses, and WM Business, a comprehensive SaaS subscription offering sold to cannabis retailers and brands. The transaction is subject to approval of Silver Spike Acquisition Corp.’s shareholders and other customer closing conditions. Since 2016, Mr. Gordon has been the co-founder and Chairman of Egg Rock Holdings, parent company of the Papa & Barkley family of cannabis products with related subsidiary assets in manufacturing, processing, and logistics. Egg Rock Holdings also is the parent company of Papa & Barkley Essentials, a hemp-derived CBD business based in Colorado. From 2016 to 2018, Mr. Gordon was also President of Fintech Advisory Inc., investment manager for a multibillion dollar family office fund focused on long-term and opportunistic investments in emerging markets. From late 2013 to 2016, Mr. Gordon served as a Portfolio Manager at Taconic Capital Advisors, a multi-strategy investment firm. Prior to joining Taconic, Mr. Gordon was a Partner and Portfolio Manager at Caxton Associates from 2009 to 2012. He was also a Senior Managing Director and Head of Emerging Markets at Marathon Asset Management from 2007 to 2009. Earlier in his career, Mr. Gordon held leadership positions at Bank of America and ING Capital. Mr. Gordon was a founding member of the Emerging Markets business at JP Morgan where he worked upon graduating from Bowdoin College in 1983.


William Healy, 57
President and Director

Mr. Healy serves as a member of the board of directors and President of Silver Spike Acquisition Corp. Since 1986, Mr. Healy has advised and covered institutional clients in a variety of roles spanning corporate finance, investment management, and investment banking in London, Brazil, and New York. From 2018 to May 2019, he was President of Pantera Capital Management, an investment management company. From 1998 to 2016, Mr. Healy managed several hedge fund and private equity dedicated institutional sales teams at Deutsche Bank and the firm’s wealth and asset management division. He began his career with The Chase Manhattan Bank based in London, Brazil, and New York where he advised multinational corporations on cross-border funding of their Latin America-domiciled operations. From 1993 to 1998, he formed and managed the ING Barings emerging markets institutional debt sales team where he covered clients and often traveled to Latin America, Europe, and Asia to structure, price, and pre-market many of the firm’s capital markets transactions. Mr. Healy received a BA, International Business from The George Washington University, Washington DC. He is multi-lingual (English, Spanish, and Portuguese) and a Chartered Alternative Investment Analyst Association (CAIA) member.


Gregory M. Gentile, 44 [Resigned 3/1/23]
Chief Financial Officer

Mr. Gentile serves as Chief Financial Officer of Silver Spike Acquisition Corp. From 2010 to 2018, Mr. Gentile was Chief Executive Officer of GMG Investment Advisors, LLC, an investment management company. From 2008 to 2009, Mr. Gentile served as Managing Director of Barclays Capital, an investment bank. Prior to joining Barclays Capital, Mr. Gentile was a Managing Director at Lehman Brothers, where he was employed from 1997 until 2008. Mr. Gentile received a bachelor’s degree in management from the Massachusetts Institute of Technology, where he graduated in 1997.


Dino Colonna [Appointed 3/1/23]
Chief Financial Officer

Since 2001, Mr. Colonna has managed traditional and alternative investment portfolios, and advised corporations and institutional investors across the global capital markets. Prior to joining the Adviser, Mr. Colonna was managing partner at Madison Capital Advisors, a middle-market asset-backed lending and advisory firm focused on emerging growth companies in the cannabis, life sciences and tech sectors. Prior to Madison Capital Advisors, Mr. Colonna spent four years as an investment banker at the top-ranked Equity Capital Markets team at Barclays in London, and six years as a senior research analyst at Forest Investment Management, a global multi-strategy hedge fund. With Barclays, he advised on and structured over $8 billion of equity, derivative and debt transactions, and while at Forest Investment Management, he specialized in credit and equity research, and was part of the portfolio management team managing an over $500 million multi-strategy portfolio. Mr. Colonna holds a CFA Charter, a B.S.B.A. from the University of Delaware and an international M.B.A. from ESADE Business School (Spain).


Board of Directors

Orrin Devinsky, 63
Director 

Since 1989, Dr. Devinsky has directed the NYU Langone Comprehensive Epilepsy Center and is a Professor of Neurology, Neuroscience, Psychiatry and Neurosurgery at the NYU School of Medicine. From 2013 to 2018, Dr. Devinsky served as a lead investigator for the GW Pharma trials of EPIDIOLEX in childhood-onset severe epilepsies; since 2016, Dr. Devinsky has served as the Chair of the Medical Advisory Board for Tilray, a pharmaceutical and cannabis company, and on the Scientific Advisory Board for Papa & Barkley, a cannabis products company with related subsidiary assets in manufacturing, processing and logistics; since 2017, Dr. Devinsky has served on the Business and Scientific Advisory Boards of Tevard, a company developing gene therapy platforms to target rare diseases with high unmet need, and on the Business and Scientific Advisory Boards of Engage Therapeutics, a biopharmaceutical company developing a new rescue therapy for people who experience uncontrolled epileptic seizures; since 2018, Dr. Devinsky has served as the Chief Medical Officer for Receptor Life Sciences, a cannabinoid medicine drug development company. Dr. Devinsky received an MS from Yale University in 1977, a BS from Yale College in 1978 and a MD from Harvard Medical School in 1982.


Richard M. Goldman, 59
Director 

Since 2012, Mr. Goldman has been the Managing Member of Becket Capital, LLC, an advisory services firm for investment management companies; from 2011 to 2012, Mr. Goldman served as Chief Operating Officer of Guggenheim Investments, the global asset management and investment advisory division of Guggenheim Partners; prior to joining Guggenheim Investments, from 2007 to 2012, Mr. Goldman was the Chief Executive Officer of Rydex Investments, the investment advisor to Rydex Funds. Since 2016, Mr. Goldman has served as Independent Director for the O’Shares Investments ETF Trust; since 2017, Mr. Goldman has served as the Independent Chairman of the Board of the Harvest Volatility Edge Trust, the entity responsible for the Harvest Edge mutual funds, and on the Board of Directors of Trinitas Capital Management, a credit-focused investment management firm; since 2018, Mr. Goldman has served as Lead Independent Director for the Axonic Alternative Income Interval Fund. Mr. Goldman received a bachelor’s degree from Bowdoin College in 1983.


Kenneth H. Landis, 70
Director 

Since 2000, Mr. Landis has been the CEO of Landis Capital, LLC, a provider of capital for seed, early stage and later stage venture investments in consumer products, ecommerce and enterprise companies. Previously, he served as Cofounder and a member of the Board of Directors of Bobbi Brown Cosmetics, CEO of Benetton Cosmetics Corp, Senior Vice President of Alfin, Inc., a manufacturer and distributer of cosmetics products, and Treasurer of IMS Health, Inc., a provider of information, services and technology for the healthcare industry. Mr. Landis began his career at Arthur Andersen and Co. and was formerly a Certified Public Accountant. He currently serves on the Board of Directors of several early stage private companies and as a Trustee of Suffield Academy. Mr. Landis obtained a BS in Economics degree from the University of Pennsylvania in 1972 and an MBA from New York University in 1973.