China’s CH-AUTO goes public in $1.7bn SPAC deal

BY Fraser Tennant

In a move that takes the Chinese electric vehicle manufacturing and design service company public, CH-AUTO Technology Corporation Ltd is to merge with US special purpose acquisition company (SPAC) Mountain Crest Acquisition Corp. IV in a deal valued at $1.7bn, including debt.

Under the terms of the definitive agreement, CH-AUTO shareholders will be entitled to receive approximately 125 million shares valued at $10 per share, subject to closing adjustments.

The combined company plans to operate under the name CH Auto Inc and list on the Nasdaq stock exchange.

“The past two years have been quite challenging for us,” said Qun Lu, founder and chief executive of CH-AUTO. “We had to reduce our operations by slowing down the businesses of manufacturing of vehicles and automotive parts. By entering into this agreement with Mountain Crest, we expect to see a positive and rebounding impact on CH-AUTO’s finance capabilities, manufacturing and sales activities, and promotion of brand awareness.”

Mr Lu will continue to lead the holding company as its chief executive after closing of the transaction, which is expected in the fourth quarter of 2022.

“CH-AUTO is a unique and compelling investment opportunity, being one of the first electric vehicle automakers in China with proven technology breakthroughs as well as manufacturing innovations, along with its enormous future growth potential through its existing and pipeline vehicle models,” said Suying Liu, chairman, chief executive and chief financial officer of Mountain Crest. “I am thrilled to be partnering with Mr Lu and his exceptional team to bring their vision to fruition.”

While the transaction has been approved by the boards of directors of CH-AUTO and Mountain Crest, it will require the approval of stockholders and is subject to other customary closing conditions, including the receipt of certain regulatory approvals.

Mr Lu concluded: “Dr Liu and I are excited about the development prospect for the combined company, and we expect that CH-AUTO will rapidly transform into a leading next-generation automotive company that is built on years of design and manufacturing experience.”

News: Chinese EV company CH-AUTO to go public via $17-bln SPAC deal

Quantum computing leader D-Wave goes public in $1.6bn deal

BY Fraser Tennant

In a combination that will take it public, Canadian Quantum computing business D-Wave Systems Inc. is to merge with special purpose acquisition company (SPAC) DPCM Capital, Inc. in a transaction valued at $1.6bn.

Under the terms of the definitive transaction agreement, the combined company will receive $300m in gross proceeds from DPCM Capital’s trust account, as well as $40m in gross proceeds from a group of strategic and institutional investors participating in the transaction via a committed private investment in public equity (PIPE).

The PIPE is led by new and existing investors, including leading Canadian public sector pension plan manager PSP Investments, NEC Corporation, Goldman Sachs, Yorkville Advisors and Aegis Group Partners.

The transaction is expected to enhance D-Wave’s leadership in commercial quantum computing and accelerate quantum use cases into significant customer segments, including manufacturing, logistics, pharmaceuticals, finance and government.

Upon close of the transaction, shares of D-Wave Quantum Inc., a newly formed parent company of D-Wave and DPCM Capital, are expected to trade on the New York Stock Exchange under the symbol ‘QBTS’.

“This deal marks an inflection point signalling that quantum computing has moved beyond just theory and government-funded research to deliver commercial quantum solutions for business,” said Alan Baratz, chief executive of D-Wave Systems. “D-Wave, along with DPCM Capital and our new and long-term investors, collectively believe that this event represents a moment of practical value creation for customers and for investors.

“We are working with our customers to identify applications with high likelihood of quantum value and to translate those problems to run on the quantum computer and then validate that value,” he continued. “We expect this ‘value creation and validation’ to accelerate as an increasing number of diverse use cases emerge – creating a robust cycle of product delivery, application development and market growth.”

Unanimously approved by the boards of directors of D-Wave Systems and DPCM Capital, the transaction is expected to close in the second quarter of 2022, subject to the satisfaction of customary closing conditions, including approval by the stockholders of DPCM Capital.

Emil Michael, chief executive of DPCM Capital, concluded: “By accelerating the $150bn quantum computing market, we are confident that D-Wave will continue to deliver long-term value to stockholders.”

News: 4 Firms Rep Quantum Computing Biz's $1.6B Go-Public Deal

ETAO set to go public in $2.5bn SPAC deal

BY Fraser Tennant

In a combination that takes the digital healthcare group public, ETAO International is to merge with special purpose acquisition company (SPAC) Mountain Crest Acquisition Corp. III in a transaction valued at $2.5bn.

Under the terms of the definitive agreement, a $250m private investment in public equity (PIPE) will be included at $10 per share from investor China SME Investment Group, which is scheduled to close simultaneously with the SPAC transaction.

In addition, ETAO has also received commitments through a separate private placement of $51m, which is expected to close prior to 15 February 2022.

“A business combination is an important step for ETAO in realising our goal of becoming a leading provider of modern, patient-centric healthcare services,” added Dr Lee Winter, president of ETAO. “Mountain Crest’s understanding of our market and of our global strategy makes them an ideal partner to accompany us during our rapid growth.”

A multinational company founded in 2017, with businesses in China, Canada and Australia, ETAO is a leader in the telehealth industry, maintaining a network of private specialised hospitals, telemedicine platforms and artificial intelligence healthcare technologies on a global scale.

“ETAO aims to become the world’s leading digital healthcare group – providing transformative medical care and quality service,” said Wilson Liu, chairman and chief executive of ETAO. “The partnership with Mountain Crest will enable us to expand more rapidly and bring many more talented clinicians and more advanced telemedicine technologies to bear on our commitment to better healthcare delivery to the Chinese population.”

The transaction, which is expected to complete in the summer of 2022, has been unanimously approved by the boards of directors of ETAO and Mountain Crest III, and is subject to approval by ETAO’s stockholders, Mountain Crest III’s stockholders and other customary closing conditions.

“I am thrilled to take the third SPAC of our Mountain Crest franchise to the next phase of the deal process,” concluded Dr Suying Liu, chairman, chief executive and chief financial officer of Mountain Crest III. “ETAO is a compelling investment opportunity and the secular tailwinds in the telehealth sector further add to its significant growth potential.”

News: Digital healthcare group ETAO to go public via $2.5 bln SPAC deal

Bitcoin miner Griid goes public in $3.3bn SPAC deal

BY Fraser Tennant

In a combination that will take the bitcoin miner public, Griid Infrastructure LLC is to merge with special purpose acquisition company (SPAC) Adit EdTech Acquisition Corp in a transaction valued at $3.3bn.

Under the terms of the definitive agreement, current Griid equity holders will own approximately 90 percent, Adit EdTech public stockholders will own approximately 8 percent and Adit EdTech’s sponsor will own approximately 2 percent of the outstanding shares of voting stock of the combined company at closing, respectively.

Upon completion of the transaction. the combined company is expected to operate under the name ‘GRIID Infrastructure Inc.’ and be led by Griid’s existing management team.

“We are building an American infrastructure company with the largest pipeline of committed, carbon-free power among public bitcoin miners at the lowest cost of scaled production,” said Trey Kelly, chief executive of GRIID. “Our team has demonstrated a track record of successful execution over the past three years since starting the company, and we look forward to delivering expansion of capacity through this transaction.”

Based in Cincinnati, Ohio, Griid is a profitable, vertically integrated bitcoin self-mining company that owns and operates a growing portfolio of energy infrastructure and bitcoin mining facilities across the US. Griid supports the growth of carbon-free energy generation by procuring low-cost energy to build, manage and operate its portfolio of vertically integrated bitcoin mining facilities.

“Carbon-free mining is the future of bitcoin,” said David Shrier, chief executive of Adit EdTech. “GRIID’s combination of a large pipeline of low-cost, carbon-free power, distinctive access to next generation application-specific integrated circuits (ASICs) and market-leading execution position them to generate attractive profitability and growth.”

Unanimously approved by the board of directors of Adit EdTech and the board of managers of Griid, the transaction is expected to close in the first quarter of 2022, subject to customary closing conditions, including the receipt of regulatory approvals and approval of Adit EdTech’s stockholders.

Eric Munson, managing partner at Adit EdTech concluded: “GRIID’s focus on utilising next generation computing power for more efficient clean power utilisation and grid management demonstrates the broader economic potential of green infrastructure.”

News: Bitcoin miner Griid Infrastructure to go public via $3.3 bln SPAC deal

Out of this world: Virgin Orbit goes public in $3.2bn SPAC deal

BY Fraser Tennant

In a $3.2bn deal that will make it a publicly-traded company, satellite-launch services provider Virgin Orbit is to merge with special purpose acquisition company (SPAC) NextGen Acquisition Corp. II.

Under the terms of the definitive agreement, the transaction is expected to provide the combined company up to $483m in cash proceeds, including up to $383m of cash held in the trust account of NextGen and a $100m fully committed private investment in public equity (PIPE). Additionally, the combined company will retain the Virgin Orbit name and is expected to be listed on Nasdaq under the ticker symbol ‘VORB’. 

Operating one of the most flexible and responsive satellite launchers ever invented, in just a span of four years Virgin Orbit has developed a proprietary air-launch technology, coupled with world-class manufacturing infrastructure and a proven team to transform space access for a diverse and global customer base.

“We have built Virgin Orbit in order to change the business of satellite launch and to open space for everyone, globally,” said Dan Hart, chief executive of Virgin Orbit. “Our success in launch has driven the business forward, and we are driving innovation with world-class design and advanced manufacturing capabilities, our unrivalled mobility of launch, and our exciting space solutions services.”

The boards of directors of both Virgin Orbit and NextGen have unanimously approved the proposed merger.

“We are delighted that our search for a great company, with strong organic growth in a large and growing market, disruptive technology and a world class management team has led to our partnership with Virgin Orbit,” said George Mattson and Greg Summe, co-founders of NextGen. “The space economy is developing rapidly, and Virgin Orbit is well positioned to benefit through its ability to competitively launch at any time, from any place on Earth, to any orbit and inclination.”

The merger is expected to be completed in Q4 2021 subject to, among other things, the approval by NextGen’s shareholders and the satisfaction or waiver of other customary closing conditions.

Sir Richard Branson, founder of Virgin Orbit, concluded: “I am very excited we are taking Virgin Orbit public, with the support of NextGen. It is another milestone for empowering all of those working today to build space technology that will positively change the world.”

News: Branson's Virgin Orbit to go public through $3.2 bln SPAC merger