- Blockchain Coinvestors Acquisition Corp. I (BCSA) to acquire Lingto, Inc (Private) in a transaction valuing the pro forma entity at $700 million in Enterprise Value.
- Lingto, Inc shareholders will receive in exchange newly issued shares of combined company at an implied enterprise value of ~$700mm, subject to adjustments.
- Sponsor agreed to forfeit 1,322,000 private placement units (or *100%) and a number of Sponsor Shares (~60%) such that the Sponsor will hold no more than 4.00 million (or *40%) New Linqto Shares at closing.
- Sponsor also agreed to pay the excess if SPAC’s total liabilities at closing exceed $12.5 million.
- No minimum cash condition.
- Target termination fee of $5.00 million payable to BCSA if the agreement is terminated by any party for any reason.
- Business combination transaction is targeted to close in the second half of 2024.
- SPAC Details:
- Unit Structure: 1 Class A ordinary share + 0.5 Redeemable Warrant
- #Cash in Trust: $23,226,984 (~109.5% of Public Offering)
- Public Shares Outstanding: 2,111,794 shares
- Private Shares Outstanding: 11.32 million shares (including 1.322 million shares contained in Private Units)
- Reported Trust Value/Share: $10.95
- Current Liquidation Date: May 15, 2024
- Outside Liquidation Date: May 15, 2024
- Name of Target: Linqto, Inc.
- Description of Target: Linqto is a leading global financial technology investment platform allowing accredited investors to identify, evaluate, and make liquid investments in the world’s leading unicorns and private companies. Individual investors worldwide have used Linqto’s platform to make over US $390 million in private investments in over 60 innovative, mid-to-late-stage, VC-backed tech companies in a diverse range of sectors, including fintech, artificial intelligence software and chips, space tech, blockchain, health tech, sustainable materials, and autonomous vehicles. With a rapidly growing community of more than 750,000 users in 110 countries, Linqto is a leader in democratizing access to private markets.
- Announced Date: April 9, 2024
- Expected Close: “Second Half of 2024”
- Press Release: https://www.prnewswire.com/news-releases/linqto-inc-a-leading-digital-investment-platform-to-publicly-list-through-business-combination-with-blockchain-coinvestors-acquisition-corp-i-302112068.html
- Transaction Terms (N/A):
- Pro Forma Enterprise Value: $700 million
- Pro Forma Equity Value: *$723 million (Enterprise value + CIT)
- Target Shareholders Receive:
- A number of New Linqto Shares based on an enterprise value of Linqto of ~$700 million
- PIPE / Financing:
- Nil
- Redemption Protections:
- No Redemption Protections
- Support Agreement:
- Standard voting support
- Sponsor agreed:
- to forfeit for no consideration:
- 1.32 million private placement units [(or *100%) including the underlying Shares (1 share) and warrants (0.5 warrant)]
- a number of Sponsor Shares (~60%) such that the Sponsor will hold no more than 4.00 million (or *40%) New Linqto Shares at closing
- to pay the excess if SPAC’s total liabilities at closing exceed $12.5 million
- to forfeit for no consideration:
- Lock-up:
- Within 30 days post-closing, SPAC will enter into a lock-up agreement with:
- each of Sponsor, certain directors and officers of SPAC
- certain shareholders of Target
- Within 30 days post-closing, SPAC will enter into a lock-up agreement with:
- Closing Conditions:
- Termination date: Not provided
- No minimum cash condition
- Closing company financial statements
- Other customary closing conditions
- Termination:
- Agreement can be terminated, and the transactions can be abandoned at any time before closing, by any party for any reason
- Target termination fee of $5.00 million payable to SPAC
- Advisors:
- SPAC Legal Advisors: Seward & Kissel LLP
- Target Legal Advisors: Lowenstein Sandler LLP
- Financials (N/A):
- No historical or projected financials provided
- Comparables (N/A):
- No valuations provided
- Equity Incentive Plan
- No information available
*Denotes estimated figures by CPC
#Reported as on December 31, 2023