Subversive Capital Acquisition Corp (SCAC) has filed a final prospectus with Canadian regulatory authorities outside of Québec for an initial public offering (IPO) on the Neo Exchange.
The IPO is for Class A restricted voting units priced at US$10 per unit, for total proceeds of US$500 million, not including the greenshoe option.
SCAC, a newly-formed special purpose acquisition corporation (SPAC), in June said it will target businesses in the cannabis industry or related sectors.
SCAC is sponsored by Subversive Capital Sponsor LLC. Its chairman is Michael Auerbach, general partner of U.S. venture capital firm Subversive Capital.
Subversive Capital Acquisition Corp. Files Final Prospectus for U.S. $500,000,000 Initial Public Offering
TORONTO, July 10, 2019 /CNW/ – Subversive Capital Acquisition Corp. (“SCAC”) has filed a final prospectus for an initial public offering (the “Offering”) as a newly-organized special purpose acquisition corporation formed for the purpose of effecting an acquisition of one or more businesses within a specified period of time.
The final prospectus has been filed with the securities regulatory authorities in each of the provinces and territories of Canada other than Québec. The Offering is for 50,000,000 Class A restricted voting units of SCAC (the “Class A Restricted Voting Units”) at an offering price of U.S.$10.00 per Class A Restricted Voting Unit, for aggregate proceeds of U.S.$500,000,000. SCAC has granted the Underwriter (as defined below) a non-transferable over-allotment option (the “Over-Allotment Option”) to purchase up to an additional 7,500,000 Class A Restricted Voting Units on the same terms and conditions, exercisable in whole or in part, by the Underwriter up to 30 days following closing of the Offering (“Closing”). The gross proceeds of the Offering (along with the gross proceeds from any exercise of the Over-Allotment Option) will be placed in escrow pending completion of a qualifying transaction by SCAC and will only be released upon certain prescribed conditions.
Each Class A Restricted Voting Unit is comprised of a Class A restricted voting share of SCAC (a “Class A Restricted Voting Share”) and one-half of a share purchase warrant of SCAC (a “Warrant”). Each whole Warrant will entitle the holder to purchase one Class A Restricted Voting Share for a purchase price of U.S.$11.50, commencing sixty-five (65) days after the completion of the qualifying transaction and will expire on the day that is five years after the closing date of the qualifying transaction or earlier. The Class A Restricted Voting Units are intended to begin trading promptly after the Closing. The Class A Restricted Voting Shares and the Warrants comprising the Class A Restricted Voting Units will initially trade as a unit but it is anticipated that the Class A Restricted Voting Shares and the Warrants will begin trading separately 40 days following the Closing (or, if such date is not an Exchange (as defined below) trading day, the next Exchange trading day), subject to SCAC fulfilling all of the listing requirements of the Exchange, including the distribution of the Class A Restricted Voting Units to a minimum number of public holders.
The Offering is being distributed by Canaccord Genuity Corp. (the “Underwriter”).
The Neo Exchange Inc. (the “Exchange”) has conditionally approved the listing of the Class A Restricted Voting Units, the Class A Restricted Voting Shares and the Warrants (including the Warrants forming part of the Class A Restricted Voting Units and the Class B Units, the Warrants that may be sold pursuant to the exercise of the Over-Allotment Option and the Sponsor’s Warrants (as defined below) being sold pursuant to the Offering), under the symbols “SVC.UN.U”, “SVC.A.U” and “SVC.WT.U”.
Prior to the qualifying transaction, the Class A Restricted Voting Shares may only be redeemed upon certain events. Class A Restricted Voting Shares will be redeemable for a pro-rata portion of the amount then held in the escrow account, net of taxes payable and other prescribed amounts.
The SCAC management team and board of directors include:
Michael Auerbach – Chairman of the Board
General Partner of Subversive Capital LLC and Senior Vice President of Albright Stonebridge Group;
Leland Hensch – Chief Executive Officer and Director
Private Investor and former partner at Goldman Sachs;
Jay Tucker – Chief Financial Officer, Director
Chief Operating Officer of Weiss Multi-Strategy Advisers LLC and President of Weiss Multi-Strategy Funds LLC;
Ethan Devine – Director
Former Partner of Indus Capital Partners, LLC;
Adam Rothstein – Director
Co-Founder and General Partner in Disruptive Technology Partners, Co-Founder and General Partner in Disruptive Growth; and
Mussadiq Lakhani – Director
Former Managing Director and Portfolio Manager at Capstone Investment Advisors;
The sponsor of SCAC is Subversive Capital Sponsor LLC (the “Sponsor”). The Sponsor is controlled by certain officers and directors of SCAC . The Sponsor intends to purchase 6,000,000 share purchase warrants (the “Sponsor’s Warrants”) at an offering price of U.S.$1.00 per Sponsor’s Warrant (for an aggregate purchase price of U.S.$6,000,000) and 600,000 Class B units of SCAC (the “Class B Units”) at an offering price of U.S.$10.00 per Class B Unit (for an aggregate purchase price of U.S.$6,000,000) for aggregate proceeds equal to U.S.$12,000,000, concurrently with the Closing. The Sponsor intends to purchase up to an additional 750,000 Sponsor’s Warrants and 75,000 Class B Units, depending on whether the Over-Allotment Option is exercised in whole or in part. Each Class B Unit will consist of one Class B share and one-half of a Warrant. Each whole Warrant will entitle the holder to purchase one Class A Restricted Voting Share for a purchase price of U.S.$11.50, commencing sixty-five (65) days after the completion of the qualifying transaction and will expire on the day that is five years after the closing date of the qualifying transaction or earlier.
The Closing is expected to occur on or about July 16, 2019.
Blake, Cassels & Graydon LLP is acting as legal counsel to SCAC and the Sponsor. Stikeman Elliott LLP is acting as legal counsel to the Underwriter.
The Offering is only being made to the public by prospectus. The final prospectus contains important detailed information about the securities being offered. Copies of the final prospectus may be obtained from the Underwriter listed above. Investors should read the final prospectus before making an investment decision.
This press release is not an offer of securities for sale in the United States, and the securities may not be offered or sold in the United States absent registration or an exemption from registration. The securities have not been and will not be registered under the United States Securities Act of 1933. Copies of the final prospectus will be available on SEDAR at www.sedar.com.
About Subversive Capital Acquisition Corp.
Subversive Capital Acquisition Corp. is a newly organized special purpose acquisition corporation incorporated under the laws of the Province of British Columbia for the purpose of effecting, directly or indirectly, a qualifying transaction within a specified period of time.
For further information: Subversive Capital Acquisition Corp., Leland Hensch, Chief Executive Officer, firstname.lastname@example.org