SPAC Deal

Good Works II Acquisition Corp. (GWII) Merger with Direct Biologics (Private)

October 14, 2022 Earnout Securities consist of: Valuation Milestone Shares of Class B Common Stock of Company TopCo and Direct Biologics Up-C Units $50 million Triggering Event I Achieve a primary efficacy endpoint of 60-day all-cause mortality in its Phase 3 EXTINGuish trial by December 31, 2023 Shares of Class B Common Stock of Company …

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Horizon Acquisitions Corporation II (HZON) Merger with Flexjet (Private)

October 12, 2022 1.4x 2022E Revenue 10.8x 2022E Adjusted Management EBITDA Shares of Flexjet Class B Common Stock cancelled & exchanged for:   Exercise Price Split between SPAC Sponsor & Directional Capital LLC SPAC Sponsor Directional Capital LLC 20,000,000 Warrants   $10.00 Equal 10,000,000 Warrants 10,000,000 Warrants 20,000,000 Warrants   $15.00 10,000,000 Warrants 10,000,000 Warrants …

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Freedom Acquisition I Corp. (FACT) Merger with Complete Solaria (Private)

October 5, 2022   Cash in trust Less: Redemptions Add: Convertible Note Financing received by Complete Solar Add: Additional financing received by Freedom (consented by Complete Solar) Add: PIPE (received at least 30 days before closing) Less: Freedom transaction expenses in excess of $20 million Termination fee payable to Freedom if: Termination fee payable to …

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DTRT Health Acquisition Corp. (DTRT) Merger with Consumer Direct Holdings (Private)

October 1, 2022 Increase by: Decrease by: Target’s closing cash Certain Advisor’s Expenses Credited expenses paid by Target Target’s closing indebtedness Target’s Working capital as compared to a working capital target Amount by which Target’s transaction expenses are less than (or greater than) $7 million *Denotes estimated figures by CPC #Reported as on June 30, …

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KINS Technology Group Inc. (KINZ) Merger with CXApp Holdings (Spin-Off)

September 28, 2022 Target Termination Fee (plus interest) payable to SPAC if there is: Target’s breach of representations, warranties, covenant, agreement etc.Failure to obtain stockholder approval SPAC Termination Fee (plus interest) payable to SPAC if there is: Target’s breach of representations, warranties, covenant, agreement etc.Uncured breach by Sponsor of its obligations $2.00 million *Denotes estimated …

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Malacca Straits Acquisition Company Limited (MLAC) Merger with Indiev, Inc (Private)

September 28, 2022 No. of Earnout shares Earnout Period Earnout Performance Milestone 5,000,000 12 months starting from first calendar quarter after closing Electric Vehicle Sales Target 400 or more at average price (pre-tax) of $55000 10,000,000 12 months starting from first Sales earnout year Electric Vehicle Sales Target 2000 or more at average price (pre-tax) …

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