The SEC has been circling around SPACs in 2021. The company’s pressure on how warrants were recognized by companies led to a backlog of deal votes and company’s set to publicly list. Two SPAC deals have been targeted by the SEC in a move that could change the SPAC market.
Pershing Square Tontine Deal Called Off: A deal for Pershing Square Tontine Holdings PSTH to acquire 10% of Universal Music Group was called off by Pershing Square. While the SPAC will not acquire the stake, Bill Ackman’s Pershing Square will instead acquire the 10% of Universal Music Group that was originally agreed upon.
“Our decision to seek an alternative initial business combination was driven by issues raised by the SEC with several elements of the proposed transaction,” the company said.
Pershing Square said it had multiple discussions with the SEC but did not see the deal terms as being accepted favorably. A decision was made to abandon the deal with the SPAC, have the parent company step in and instead target a new company under a normal SPAC structure.
The company also mentioned the unique structure of the deal possibly being a negative, with shareholders failing to understand the complexity and structure.
“We will work hard to deliver a great new dealt for PSTH,” Ackman tweeted Monday. PSTH has 18 months remaining to complete a deal before an extension vote would be needed.
Related Link: SEC Opens Inquiries Into SPAC Process: Report
Momentus, SRAC Hit With SEC Fine: The calling off of a deal by PSTH comes a week after the SEC stepped in to fine a SPAC and its acquisition target for misleading investors.
The SEC fined both Stable Road Acquisition Corp SRAC and Momentus for “misleading claims about Momentus’s technology and about national security risks” associated with Momentus founder and former CEO Mikhail Kokorich.
Misleading claims came from Momentus saying it had successfully tested propulsion technology in space, which turned out to be false.
The penalties issued by the SEC were over $8 million, according to the press release.
“This case illustrates risks inherent to SPAC transactions, as those who stand to earn significant profits from a SPAC merger may conduct inadequate due diligence and mislead investors,” SEC Chair Gary Gensler said.
Benzinga’s Take: The SEC has circled around SPACs for months and appears ready to make major changes to the way deals are done. The PSTH unique deal terms will likely be avoided by companies in the future in fear of losing out on a deal closing.
SPACs will likely stick to the traditional SPAC merger terms to appease the SEC.
The fines leveled by the SEC against Momentus could be the first of many, with several companies that have completed the de-SPAC process already under investigation for how orders were classified versus letters of intent to purchase.
SPAC companies and acquired companies will likely be more careful with the wording of deal terms and how the financial projections are created in the future.
PSTH Price Action: PSTH shares were down 1.36% at $20.35 at last check Monday, hitting new 52-week lows.
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