Canna-Global Acquisition Corporation (CNGL) to merge with New Quantum Holdings Pty (Private) in a transaction valuing the pro forma entity at $800 million in Enterprise Value ($889 million equity value) assuming zero redemptions from the current level of 89.7%.
New Quantum shareholders will receive an equity consideration of $800 million (subject to certain adjustments) at $10.0 per share.
Minimum net cash condition of $7.50 million.
In case there is a breach of representations and warranties (or breach of agreement) SPAC can claim from target an amount not exceeding $3.00 million.
Business combination transaction is targeted to close in the second half of 2023.
SPAC Details:
Unit Structure: 1 Class A Ordinary Share + 1 Redeemable Warrant
#Cash in Trust: $25,402,073 (106.8 % of Public Offering)
Public Shares Outstanding: 2,369,370 shares
Private Shares Outstanding: 6,610,000 shares (Including 802,500 private shares contained in private units and 57,500 representative shares)
Estimated Trust Value/Share: $10.68
Current Liquidation Date: July 2, 2023
Outside Liquidation Date: August 2, 2023
Name of Target: New Quantum Holding
Target Description: New Quantum Holding Pty Ltd. provides global unified fintech as a service (FaaS), delivering a fully integrated digital platform for wealth managers, family offices, governments, asset managers, fintech businesses, and financial advisors.
Equity consideration of $800 million (subject to certain adjustments that shall be calculated on October 31, 2023) at $10.0 per share (80 million shares of “Purchaser Class A Share”)
Merger Consideration will be based on:
Eight Hundred Million U.S. Dollars ($800,000,000)
Add:
SPAC’s Net Working Capital
Less:
Target’s Net Working Capital ($2,000,000)
Less:
Target’s Closing Net Debt (net of cash)
Less:
Target’s Unpaid Transaction Expenses
Add:
SPAC’s Closing Net Debt
Add:
SPAC’s Escrow Amount
PIPE / Financing:
SPAC and the Target will use their commercially reasonable efforts to raise PIPE investment
Redemption Protections:
No information available
Support Agreement:
Standard voting support
Lock-up:
SPAC Sponsors:
75% shares 12 months post-closing
25% shares 18 months post-closing
Key Target Shareholders:
75% shares 12 months post-closing
25% shares 18 months post-closing
Closing Conditions:
Termination date: December 2, 2023
Minimum net cash condition of $7.50 million
Cash includes:
Cash in Trust
Less:
Redemptions
Less:
Amount of payments required to be made in connection with consummation by SPAC of the transactions
Other customary closing conditions
Termination:
In case there is a breach of representations and warranties (or breach of agreement) SPAC can claim from Target the following amount:
Single claim ≤ $0.25 million
Aggregate claim ≤ $3.00 million
Other standard termination clauses
Advisors:
SPAC US Legal Advisors: Rimon PC
SPAC Financial Advisors: ARC Group Ltd
Target Legal Advisors: K&L Gates (Australia)
Financials:
No financials provided
Comparable:
No valuations provided
Equity Incentive Plan:
10% shares of combined company at closing
*Denotes estimated figures by CPC
#Estimated as on 12th June 2023 (Extension confirmation filing date)
