UPDATE: Stellar, Wealthbridge (New SPAC), Gores Metropoulos, AMCI, Gov’t Shutdown
by Kristi Marvin on 2018-12-22 at 12:11pm

There was a flurry of news and filings Friday afternoon ahead of the Christmas Holiday week and ahead of the government shutdown (which could also shut down the SEC – more on that at the bottom of this post).  In light of all that news, we’ve summarized the information below.

Stellar Acquisition III, Inc. (STLR)

Stellar Acquisition III (STLR), announced via a brief press release that they have consummated their business combination with Phunware, Inc. Additional details, such as amount of redemptions, were not provided, but that information should be forthcoming in an 8-K filing.  This is, of course, assuming the SEC is still operating on Monday, in light of the government shutdown.

As a reminder, Stellar’s unit did not include a Right, so a scenario such as I-AM’s, where Rights holders sold off when the underlying shares were delivered, should not play out. However, there should have been a decent amount of redemptions at the vote, which means very little liquidity post-closing.  Regardless, lack of liquidity, coupled with a lack of demand, means the share price is likely headed south, just not as quickly or severely as IAM.

Wealthbridge Acquisition Limited (HHHU)

A new IPO was filed Friday evening, in the form of Wealthbridge Acquisition Limited, a $50 million China-SPAC, underwritten by Chardan.  However, Wealthbridge intends to focus on companies in the transportation and aviation sectors in China. Summary of terms below:

Wealthbridge terms

Gores Metropoulous, Inc. (GMHIU)

Gores Metropoulos, the $375 million SPAC focused on consumer products and services, filed an amended S-1 yesterday afternoon and added Goldman Sachs to the underwriting group.  Additionally, there were no material changes to the terms, but this is shaping up to be very hot deal.  Deutsche Bank (left lead) is known for being very conservative as to the amount of proceeds raised, which is smart (you can always raise more money at combination, but you can’t give money back if you find a small target!), so an up-size is most likely not going to happen.  However, it will drive demand through the roof.  This SPAC should price early January.

AMCI Acquisition Corp. (AMCI)

AMCI Acquisition Corp. (AMCI), announced that commencing December 26, 2018, holders of the units may elect to separately trade the shares and warrants. The Class A common stock and warrants that are separated will trade under the symbols “AMCI” and “AMCIW,” respectively.

Government Shutdown

The government was sent into a partial shutdown on Friday evening, leaving quite a few government agencies in limbo and potentially, the SEC as well.  If you go to the SEC.gov home page, it states:

“The SEC…are currently making preparations for a potential shutdown with a focus on the market integrity and investor protection components of our mission. Should a shutdown occur and continue beyond Wednesday, Dec. 26, starting Thursday, Dec. 27 the agency will have only an extremely limited number of staff members available to respond to emergency situations involving market integrity and investor protection, including law enforcement.”

Wild… Additionally, if you click on the link to the agency’s plan in the event of a shutdown, it states:

“….the Divisions of Corporation Finance, Investment Management, and Trading and Markets, and the Office of Compliance Inspections and Examinations will be unable to process filings, provide interpretive advice, issue no-action letters or conduct any other normal Division and Office activities. As a result, new or pending registration statements or applications for exemptive relief will not be processed regardless of the status of any review of those filings.”

To give a bit of context, the last government shutdown in 2013 lasted 16 days so there’s a real potential for this to affect January deals if this goes on for a substantially longer amount of time.  I’m not a lawyer and haven’t reached out to any yet, but it’s an interesting situation and thought it important to contemplate.  Stay tuned….

That’s a wrap!  Happy Holidays, Merry Christmas, and Happy New Year!


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