TORONTO–Silver Spike III Acquisition Corp. (NEO: SPKC.UN.U) announced the closing of its initial public offering of 12,500,000 Class A restricted voting units of the Corporation at an offering price of U.S.$10.00 per Class A Restricted Voting Unit, for aggregate proceeds of U.S.$125,000,000.
The Corporation has granted the Underwriters a 30-day option following Closing of the Offering to purchase up to an additional 1,875,000 Class A Restricted Voting Units, at a price of U.S.$10.00 per Class A Restricted Voting Unit for additional aggregate proceeds of up to U.S.$18,750,000 to cover over allotments, if any, and for market stabilization purposes, as further described in the Corporation’s final prospectus dated May 21, 2021. The Offering was distributed by Canaccord Genuity Corp. and Cantor Fitzgerald Canada Corporation.
“Following two successful U.S. public listings in the United States, Silver Spike is pleased to launch on the NEO Exchange our third SPAC with a focus on U.S. cannabis acquisitions,” remarked Scott Gordon CEO of Silver Spike Capital, LLC and Chairman of Silver Spike Acquisition Corp. III. “As an innovative senior stock exchange with stringent listing requirements, a commitment to SPACs, and an understanding of the cannabis industry, NEO was the obvious choice as our listing partner.”
“Our management team, working together on our third publicly listed vehicle, remains confident in identifying and closing a qualifying transaction that will create value for our shareholders,” added Gordon.
Each Class A Restricted Voting Unit is comprised of a Class A restricted voting share and one-half of a share purchase warrant of the Corporation. Each Warrant will entitle the holder to purchase one Class A Restricted Voting Share for a purchase price of U.S.$11.50, commencing 65 days after the completion of the qualifying transaction and will expire on the day that is five years after the Closing date of the qualifying transaction or earlier. The Class A Restricted Voting Units will commence trading today on the NEO Exchange under the symbol “SPKC.UN.U” and will trade as a unit until the date that is 40 days following Closing of the Offering, after which the Class A Restricted Voting Shares and Warrants will trade separately. Class A Restricted Voting Units will be redeemable for a pro-rata portion of the amount then held in the escrow account, net of taxes payable and other prescribed amounts.
The Corporation is a newly-organized special purpose acquisition corporation (SPAC) formed for the purpose of effecting an acquisition of one or more businesses within a specified period of time. The Corporation will search for target businesses with a focus on the cannabis sector and related industries such as consumer packaged goods, health & wellness, technology, pharmaceuticals, manufacturing, distribution, logistics, and brand management; however, it is not limited to a particular industry or geographic region for purposes of completing its qualifying transaction. The Corporation intends to identify, evaluate, and execute an attractive qualifying transaction by leveraging its network to find attractive investment opportunities.
The Corporation’s management team and board of directors is comprised of Scott Gordon (Chief Executive Officer and Chairman), Greg Gentile (Chief Financial Officer), William Healy (President and Director), Orrin Devinsky (Director), Richard M. Goldman (Director) and Kenneth Landis (Director).
The sponsor of the Corporation is Silver Spike Sponsor III, LLC, which is a limited liability company managed by certain officers and directors of the Corporation. Concurrent with Closing, the Sponsor purchased an aggregate of 5,750,000 share purchase warrants at an offering price of U.S.$1.00 per Sponsor’s Warrant for aggregate proceeds equal to U.S.$5,750,000. The Sponsor also owns 3,593,750 Class B shares of the Corporation. The Sponsor will relinquish up to 468,750 of the Class B Shares without compensation depending on the extent to which the Over-Allotment Option is exercised (such that the Sponsor’s ownership will represent 20% of the issued and outstanding shares of the Corporation, including all Class A Restricted Voting Shares and Class B Shares). The Sponsor’s position in the Corporation were acquired for investment purposes. Subject to certain exceptions, the Sponsor is restricted from selling its Class B Shares and Sponsor’s Warrants prior to the qualifying transaction, as described in the Final Prospectus. In connection with the Offering, the Sponsor, as sponsor to the Corporation entered into certain material agreements, all as described in the Final Prospectus.
Upon Closing, an aggregate of U.S.$127,500,000 (representing U.S.$125,000,000 from the sale of the Class A Restricted Voting Units and an additional U.S.$2,500,000 to be funded by issuance of the Sponsor’s Warrants (or U.S.$146,625,000 if the Over-Allotment Option is exercised in full, representing U.S.$143,750,000 from the sale of the Class A Restricted Voting Units and an additional U.S.$2,875,000 to be funded by the issuance of the Sponsor’s Warrants)) or U.S.$10.20 per Class A Restricted Voting Unit sold to the public, was placed in the escrow account pending completion of a qualifying transaction by the Corporation and will only be released upon certain prescribed conditions.
The Corporation’s head office is located at 660 Madison Ave Suite 1600 New York, New York, 10065 and the registered office is located at 666 Burrard Street, Suite 2500, Vancouver, British Columbia, V6C 2X8, Canada.
Bennett Jones LLP is legal counsel to the Corporation and the Sponsor. Goodmans LLP is legal counsel to the Underwriters.
This press release is not an offer of securities for sale in the United States, and the securities may not be offered or sold in the United States absent registration or an exemption from registration. The securities have not been and will not be registered under the United States Securities Act of 1933. A copy of the Final Prospectus is available on SEDAR at www.sedar.com.
This press release may contain forward-looking information within the meaning of applicable securities legislation, which reflects the Sponsor’s and the Corporation’s current expectations regarding future events including its expectations related to the Corporation’s qualifying transaction. Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond the Sponsor’s or the Corporation’s control, which could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking information. Such risks and uncertainties include, but are not limited to, intentions related to the Corporation’s qualifying transaction and related transactions and the factors discussed under “Risk Factors” in the Final Prospectus of the Corporation dated May 21, 2021. Neither the Sponsor nor the Corporation undertakes any obligation to update such forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law
(This information is primarily sourced from Silver Spike. Highly Capitalized has neither approved nor disapproved the contents of this news release. Read our Disclaimer here).