Subversive Capital SPAC closes $575 mln IPO on Neo Exchange


Photo courtesy of Aleksandr_Kravtsov/iStock/Getty Images

Subversive Capital Acquisition Corp (SCAC) has closed its initial public offering (IPO) on the Neo Exchange, raising proceeds of US$575 million, including the greenshoe option.

The offering was distributed by Canaccord Genuity Corp.

SCAC, a newly-formed special purpose acquisition corporation (SPAC), said it will now focus on sourcing and completing a qualifying transaction, targeting opportunities in the cannabis and related sectors.

New York-based SCAC is sponsored by Subversive Capital Sponsor LLC. Its chairman is Michael Auerbach, general partner of U.S. venture capital firm Subversive Capital.

PRESS RELEASE

Subversive Capital Acquisition Corp. Announces Completion of U.S.$575,000,000 Initial Public Offering

TORONTO, July 16, 2019 /CNW/ – Subversive Capital Acquisition Corp. (“SCAC”) is pleased to announce the closing (the “Closing”) of its initial public offering (the “Offering”) of 57,500,000 Class A restricted voting units of SCAC (the “Class A Restricted Voting Units”) (including 7,500,000 Class A Restricted Voting Units issued pursuant to the exercise in full of the over-allotment option granted by SCAC to the Underwriter (as defined below)) at an offering price of U.S.$10.00 per Class A Restricted Voting Unit, for gross proceeds of U.S.$575,000,000. The gross proceeds from the Offering were deposited into an escrow account pending completion of a Qualifying Transaction (as defined below) by SCAC and will only be released upon certain prescribed conditions, as further described in SCAC’s final prospectus dated July 10, 2019 (the “Final Prospectus”). The Offering was distributed by Canaccord Genuity Corp. (the “Underwriter”).

Each Class A Restricted Voting Unit is comprised of a Class A restricted voting share (a “Class A Restricted Voting Share”) and one-half of a share purchase warrant (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 will commence trading today on the Neo Exchange Inc. (the “Exchange”) under the symbol “SVC.UN.U”. 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 trading day, the next Exchange trading day) under the symbols “SVC.A.U” and “SVC.WT.U”, respectively. The Class B Units and Class B Shares (each as defined below) will not be listed prior to the Qualifying Transaction, as described in the Final Prospectus. Prior to any 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.

SCAC is 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 (a “Qualifying Transaction”). SCAC intends to identify, evaluate, and execute an attractive Qualifying Transaction by leveraging its network to find one or more attractive investment opportunities. It intends to focus its search for targets that operate in the cannabis and related sectors; however, it is not limited to a particular industry or geographic region for purposes of completing its Qualifying Transaction.

SCAC’s management team and board of directors is comprised of Michael Auerbach (Chairman), Leland Hensch (Chief Executive Officer), Jay Tucker (Chief Financial Officer), Adam Rothstein, Mussadiq Lakhani and Ethan Devine.

The sponsor of SCAC is Subversive Capital Sponsor LLC (the “Sponsor”). The Sponsor is controlled by certain officers and directors of SCAC. Concurrent with Closing, the Sponsor purchased 6,750,000 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.$6,750,000) and 675,000 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.$6,750,000) for aggregate proceeds equal to U.S.$13,500,000. Each Class B Unit consists of one Class B share of SCAC (a “Class B Share”) and one-half of a Warrant. When aggregated with existing shares owned by the Sponsor (and assuming the separation of the Class B Units), the Sponsor owns 15,148,750 Class B Shares and 7,087,500 Warrants, representing an approximate 99.5% interest in the Class B Shares and approximately 21% of the total Class A Restricted Voting Shares and Class B Shares.

The Sponsor’s position in SCAC was acquired for investment purposes. The Sponsor is restricted from selling its Class B Shares, Class B Units and Sponsor’s Warrants, as described in the Final Prospectus. The Sponsor may purchase and/or sell any Class A Restricted Voting Units it acquires from time to time, subject to applicable law. In connection with the Offering, and as Sponsor to SCAC, the Sponsor entered into certain material agreements, all as described in the Final Prospectus.

SCAC’s head office is located at 135 Grand Street, 2nd Floor, New York, New York 10013 and the registered office is located at 595 Burrard Street, Suite 2600, Three Bentall Centre, Vancouver, BC, V7X 1L3, Canada.

Blake, Cassels & Graydon LLP is legal counsel to SCAC and the Sponsor. Stikeman Elliott LLP was legal counsel to the Underwriter.

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, contact@subversivecapital.com