Business Combination

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Cavalry Capital Corp. Announces Definitive Agreement for Proposed Business Combination with Advanced Energy Fuels, Inc.
Newsfile· 2025-07-29 17:51
Core Viewpoint - Cavalry Capital Corp. has announced a definitive agreement for a business combination with Advanced Energy Fuels, Inc., which will result in Advanced Energy becoming a wholly-owned subsidiary of Cavalry [1][4]. Transaction Details - The business combination will involve Cavalry acquiring all outstanding common shares of Advanced Energy, with shareholders receiving one post-consolidation common share of Cavalry for each common share of Advanced Energy [1]. - The transaction is expected to meet the listing requirements for a Tier 2 mining issuer under the TSX Venture Exchange [1]. Share Consolidation and Private Placement - Cavalry will consolidate its outstanding share capital at a ratio of 1.66 pre-consolidation shares for each post-consolidation share, resulting in approximately 3,893,072 shares outstanding post-consolidation [3]. - Approximately 19,879,938 post-consolidation shares will be issued to former holders of Advanced Energy common shares as part of the purchase price [3]. - A private placement will be completed for at least 10,000,000 subscription receipts at a price of $0.25 each, aiming for gross proceeds of at least $2,500,000 [3]. Project Development - Proceeds from the private placement will be used to advance the South Woodie Woodie Manganese Project in the Pilbara Region, with plans to complete a pre-feasibility study [3]. - Advanced Energy will acquire a 100% interest in the SWWM Project by paying AUD$450,000 to Trek Metals Limited and issuing shares to Trek [3]. Management and Name Change - The management and board of directors of the resulting issuer will consist of three nominees from Advanced Energy and two from Cavalry [10]. - Cavalry will change its name to "Advanced Energy Fuels Group Limited" or another name determined by Advanced Energy [10]. Regulatory and Approval Conditions - The transaction is subject to customary closing conditions, including approvals from the TSXV and completion of the private placement and consolidation [6]. - No finder's fees are payable in connection with the transaction, except for the private placement [5].
X @Anthony Pompliano 🌪
Anthony Pompliano 🌪· 2025-07-28 14:59
Business Combination Amendment - ProCap BTC 和 Columbus Circle Capital Corp I 修订了业务合并协议,旨在使 CCCM 的公众股东有机会获得比特币升值带来的收益 [1][2] - 该修订将一部分调整股份重新分配给未赎回股份的 CCCM 公众股东 [5] Bitcoin Acquisition and Valuation - ProCap BTC 在 2025 年 6 月筹集了超过 750 million 美元,其中包括向特定投资者进行的 516.5 million 美元的优先股发行 [3] - ProCap BTC 以平均价格 104,343 美元购买了 4,950 个比特币 [3] - 截至 2025 年 7 月 27 日,比特币价格约为 118,900 美元,这意味着购买的比特币总价值为 588.6 million 美元 [3] Adjustment Shares Allocation - 调整股份的 85% 分配给优先股投资者 [5] - 剩余的 15% 的调整股份,原本分配给 Anthony Pompliano 的投资公司 Inflection Points Inc,现重新分配给未赎回股份的 CCCM 公众股东 [5] Strategic Rationale - ProCap Financial 团队认为比特币是新的最低收益率标准 [6] - CCCM 的公众股东现在可以享受比特币价格上涨带来的收益 [6]
Anthony Pompliano's ProCap BTC LLC and Columbus Circle Capital Corp I Amend Business Combination Agreement to Provide Columbus Circle Capital Corp I Public Shareholders with Opportunity for Bitcoin Appreciation
GlobeNewswire News Room· 2025-07-28 14:43
Core Viewpoint - ProCap BTC and Columbus Circle Capital Corp I have amended their business combination agreement to enhance exposure for CCCM public shareholders to Bitcoin price appreciation through ProCap BTC's holdings [1][2] Group 1: Business Combination Details - The amendment allows CCCM public shareholders who do not redeem their shares to receive additional common stock in the new entity, ProCap Financial [1][4] - ProCap BTC raised over $750 million for the business combination, acquiring 4,950 Bitcoin at an average price of $104,343, with the current Bitcoin price at approximately $118,900, valuing the holdings at $588.6 million [2] - If the value of the Bitcoin at closing exceeds the signing price, ProCap BTC unitholders will receive additional shares based on their ownership [3] Group 2: Share Allocation - 85% of the adjustment shares will be allocated to preferred equity investors, while the remaining 15% will now be allocated to CCCM public shareholders who do not redeem their shares [4] - This reallocation was made under the recent amendment to the agreement [4] Group 3: Company Background - ProCap BTC is a Bitcoin-native financial services firm founded by Anthony Pompliano, who has significant experience in private investments and is a prominent voice in the Bitcoin community [6] - ProCap Financial, the resulting company from the business combination, aims to provide profit-generating products and services tailored for large financial institutions and institutional investors [6][7] Group 4: Market Perspective - The ProCap Financial team views Bitcoin as a new benchmark for investment returns, suggesting that investors must either outperform Bitcoin or invest in it directly [5]
ProCap BTC LLC and Columbus Circle Capital Corporation I Announce Filing of a Draft Registration Statement on Form S-4 with the SEC
Prnewswire· 2025-07-24 22:11
Core Viewpoint - ProCap BTC LLC and Columbus Circle Capital Corp I are moving forward with a proposed business combination, with a draft registration statement submitted to the SEC [1][2]. Group 1: Company Overview - ProCap BTC is a bitcoin-native financial services firm founded by Anthony Pompliano, who has invested in over 300 private companies and is a prominent figure in the bitcoin space [3]. - ProCap Financial, the entity resulting from the proposed business combination, aims to develop profit-generating products and services tailored for large financial institutions and institutional investors [3]. - Columbus Circle Capital Corp I is a special-purpose acquisition company (SPAC) formed to facilitate mergers and similar business combinations, led by experienced investment banking professionals [4]. Group 2: Proposed Transactions - The draft registration statement pertains to the business combination announced on June 23, 2025, which requires shareholder approval from CCCM [2]. - The proposed transactions include a private placement of non-voting preferred units and commitments for convertible notes, aimed at raising capital for ProCap Financial [5][8]. - The definitive proxy statement and other relevant documents will be provided to CCCM shareholders for voting on the proposed transactions [6].
X @Anthony Pompliano 🌪
Anthony Pompliano 🌪· 2025-07-22 12:48
As part of the proposed business combination between ProCap BTC LLC and Columbus Circle Capital Corp 1 $CCCM, I am very limited in what I can say publicly until the deal is done.The lawyers basically have my hands tied behind my back. Not fun but it is part of the public market environment.We haven’t announced who is on the operating team, who is on the board, or who some of the largest investors are.That is all going to change soon.I am excited to share more about the team and our plans. Let’s go! ...
TLGY Acquisition Corp. Announces Rescheduling of Conference Call Relating to its Business Combination with StableCoinX Assets
Globenewswire· 2025-07-21 20:40
Company Overview - TLGY Acquisition Corp. has entered into a definitive agreement for a business combination with StablecoinX Assets Inc., which will support the Ethena ecosystem [1] - The combined entity will be named StablecoinX Inc. and aims to list its Class A common shares on Nasdaq under the ticker symbol "USDE" [1] Transaction Details - The transaction is referred to as the "Business Combination Agreement" and involves the merger of TLGY and SC Assets [1] - A call to discuss the proposed transaction with securities analysts is scheduled for July 22, 2025, at 8:30 a.m. ET [1] Regulatory Filings - StablecoinX plans to file a registration statement on Form S-4 with the SEC, which will include a preliminary proxy statement of TLGY and a preliminary prospectus of StablecoinX [2] - After the registration statement is effective, TLGY will mail the definitive proxy statement/prospectus to its shareholders for voting at the Extraordinary General Meeting [2] Access to Information - TLGY's shareholders and interested parties can obtain copies of the registration statement and related documents free of charge through the SEC's website [3]
Bowen Acquisition Corp Receives NASDAQ Delisting Notification for Failure to Comply with Listing Requirements
GlobeNewswire News Room· 2025-07-18 20:30
Core Viewpoint - Bowen Acquisition Corp (BOWN) is facing potential delisting from the Nasdaq Global Market due to non-compliance with several listing rules [1][2]. Group 1: Delisting Determination - BOWN received a delisting determination letter on July 15, 2025, indicating non-compliance with Nasdaq Listing Rules, including a Market Value of Listed Securities below $50 million for 30 consecutive trading days [1][2]. - Specific non-compliance issues include failing to maintain a minimum of 1,100,000 publicly held shares and a Market Value of Publicly Held Shares below $15 million for the required period [2]. - BOWN has until 4:00 p.m. Eastern Time on July 22, 2025, to appeal the delisting determination, or trading will be suspended on July 24, 2025 [3][4]. Group 2: Appeal Process - If BOWN requests a hearing, the suspension of its securities will be stayed for 15 days from the request date, and the hearing panel will review the request for an extended stay [4]. - The company intends to appeal the delisting determination and request a stay of the suspension, although there is no guarantee that the panel will grant these requests [5]. Group 3: Business Combination Efforts - BOWN is actively working to complete a business combination with Shenzhen Qianzhi BioTechnology Co., Ltd., believing this will help it regain compliance with Nasdaq listing requirements [6]. - The company is a blank check entity focused on mergers and similar business combinations, with a definitive agreement already in place for the transaction with Shenzhen Qianzhi [7].
180 Degree Capital (TURN) Update / Briefing Transcript
2025-07-15 18:00
Summary of 180 Degree Capital Corp. Shareholder Update Call Company and Industry - **Company**: 180 Degree Capital Corp. - **Industry**: Alternative Asset Management and Private Credit Key Points and Arguments 1. **Business Combination with Mt. Logan Capital**: The call focused on the proposed business combination with Mt. Logan Capital, which is expected to enhance shareholder value and position the company for growth [5][6][19]. 2. **Transformation of Business Model**: The company has transitioned from a venture capital model to an asset-light operating company, which is anticipated to improve valuation metrics based on operating performance rather than net asset value [16][35]. 3. **Financial Performance**: Since leadership changes in 2017, the investment strategy has generated approximately $38.7 million in gains, representing a gross total return of 253% and an internal rate of return (IRR) of 16% [12]. 4. **Reduction of Legacy Assets**: The company successfully transformed its balance sheet from 80% illiquid venture investments to 99% liquid assets and cash, which is expected to attract investors focused on short-term gains [13][14]. 5. **Market Positioning**: The combined entity will manage over $2.4 billion in assets, focusing on the high-growth private credit market, which is seen as an attractive alternative asset class [19][28]. 6. **Shareholder Benefits**: The merger is expected to provide shareholders with quarterly dividends, marking a significant change as they have not received dividends since February 2001 [20][36]. 7. **Valuation and Growth Potential**: The merger is projected to shift the valuation from net asset value to operating metrics, potentially unlocking substantial value for shareholders [16][22]. 8. **Management Team**: The management team from Mt. Logan is highlighted as experienced and capable, with a strong track record in private credit [17][18]. 9. **Strategic Growth Opportunities**: The merger is expected to create synergies, reduce costs, and enhance the ability to pursue both organic and inorganic growth opportunities [33][35]. 10. **Regulatory Process**: The call addressed the lengthy SEC review process, emphasizing compliance and the importance of shareholder engagement during the merger process [40][78]. Other Important but Possibly Overlooked Content 1. **Historical Context**: The company faced significant challenges in 2016, including high annual expenses and a legacy portfolio that negatively impacted net asset value [8][11]. 2. **Shareholder Engagement**: The management emphasized their commitment to transparency and open communication with shareholders throughout the merger process [7][44]. 3. **Activist Investor Response**: The management addressed concerns regarding activist investors and their impact on shareholder value, asserting their focus on long-term growth rather than short-term tactics [37][38]. 4. **Comparison with Peers**: The management provided comparisons with larger asset managers like Apollo and KKR, indicating potential for significant valuation uplift post-merger [62]. This summary encapsulates the key discussions and insights from the shareholder update call, highlighting the strategic direction and anticipated benefits of the proposed business combination.
Signing Day Sports Advances Business Combination with One Blockchain LLC; Confidential Draft Registration Statement on Form S-4 Submitted to the SEC, Including Preliminary Prospectus and Proxy Statement
Globenewswire· 2025-07-11 10:30
Company Overview - Signing Day Sports, Inc. is focused on enhancing the recruiting process for high school athletes and college coaches through its app and platform [1][3] - The company has entered into a Business Combination Agreement with BlockchAIn Digital Infrastructure, Inc. and One Blockchain LLC, which specializes in digital infrastructure for Bitcoin mining and high-performance computing [2] Financial Performance - One Blockchain's data center in South Carolina generated approximately $26.8 million in revenue and about $5.7 million in net income in 2024 [4] Business Combination Details - The proposed business combination is subject to conditions including stockholder approval and NYSE American listing approval for BlockchAIn's registered common shares [2] - A draft registration statement on Form S-4 has been submitted to the SEC for the business combination [1][5] Future Steps - BlockchAIn plans to file relevant materials with the SEC, including a proxy statement and prospectus for the registration of shares [5] - Investors are encouraged to read the forthcoming proxy statement/prospectus for important information regarding the business combination [5]
180 Degree Capital Corp. Notes Business and Merger-Related Updates Including:
Globenewswire· 2025-07-10 12:00
Group 1 - 180 Degree Capital Corp. announced a preliminary net asset value (NAV) per share of $4.80 as of June 30, 2025, reflecting an increase of approximately 8.6% from the previous quarter and 3.4% year-to-date [1][4] - The company filed an amended preliminary joint proxy statement with the SEC regarding its proposed all-stock merger with Mount Logan Capital Inc., with a valuation of Mount Logan at approximately $67.4 million [2][6] - A shareholder call is scheduled for the week of July 14, 2025, to discuss Q2 2025 results and the proposed Business Combination [3] Group 2 - The CEO of 180 Degree Capital highlighted a year-to-date net total return of $0.16, or +3.4%, which compares favorably to the +1.1% total return of the Russell Microcap Index [4] - The gross total return of public investments for the first half of 2025 was approximately +16.0%, significantly outperforming the -1.1% total return of the Russell Microcap Index [4] - The company believes there are material value creation opportunities for its holdings leading up to the anticipated close of the Business Combination, pending shareholder and regulatory approvals [4] Group 3 - The proposed Business Combination is viewed as a unique opportunity for future value creation for all shareholders of 180 Degree Capital [4] - The company is close to completing the SEC review process, which will allow it to seek shareholder approval for the Business Combination [4] - 180 Degree Capital focuses on investing in undervalued small publicly traded companies with potential for significant turnarounds through constructive activism [5]