Subversive Capital Acquisition Corp. Files Preliminary Prospectus for Special Purpose Acquisition Corporation

/NOT FOR DISTRIBUTION TO U.S. NEWSWIRES OR DISSEMINATION IN THE UNITED STATES/

TORONTO, June 19, 2019 /CNW/ - Subversive Capital Acquisition Corp. ("SCAC") has filed a preliminary 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.

SCAC intends to focus its search for target businesses that are involved in cannabis industry and/or related sectors; however, it is not limited to a particular industry or geographic region for purposes of completing its qualifying transaction. The acquisition target is expected to be an operating business with an enterprise value between U.S.$750 million and U.S.$5 billion; however, this may change based on the size of the Offering.

The SCAC management team and board of directors include:

  • Michael Auerbach – Chairman of the Board
    • General Partner of Subversive Capital LLC and Director of Tuscan Holdings Corp.;
  • Stephen Vogel – Chief Financial Officer and Director
    • President and a Director of Twelve Seas Investment Company and Chief Executive Officer and Chairman of Tuscan Holdings Corp.;
  • Leland Hensch – Chief Executive Officer and Director
    • General Partner of Subversive Capital Opportunity Fund;
  • Jay Tucker – Director
    • President and Chief Executive Officer of Weiss Multi-Strategy Funds LLC;
  • Adam Rothstein – Director
    • Co-Founder and General Partner in Disruptive Technology Partners, Co-Founder and General Partner in Disruptive Growth;
  • Richard Rieger – Director
    • Principal of Inkblot Capital LLC; and
  • Mussadiq Lakhani – Director
    • Former Managing Director and Portfolio Manager at Capstone Investment Advisors.

The preliminary 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 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, the aggregate proceeds of which 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 Offering is being distributed by Canaccord Genuity Corp. (the "Underwriter").

SCAC has granted the Underwriter 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.

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 sponsor of SCAC is Subversive Capital Sponsor LLC (the "Sponsor"). The Sponsor is owned by certain officers and directors of SCAC . The Sponsor intends to purchase 6,000,000 share purchase warrants ("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 ("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 of the Offering. 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.

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.

A preliminary prospectus containing important information relating to these securities has been filed with securities commissions or similar authorities in each of the provinces and territories of Canada other than Quebec. The preliminary prospectus is still subject to completion or amendment. Copies of the preliminary prospectus may be obtained from the underwriter listed above. There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final prospectus has been issued.

The preliminary prospectus has not yet become final for the purpose of a distribution of securities to the public. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale or acceptance of an offer to buy these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the time a receipt for the final prospectus or other authorization is obtained from the securities commission or similar authority in such jurisdiction. 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 preliminary prospectus will be available on SEDAR at www.sedar.com.

Completion of the Offering is subject to the receipt of customary approvals, including regulatory approvals.

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.

Forward-Looking Statements

This press release may contain forward-looking information within the meaning of applicable securities legislation, which reflects the Sponsor's and SCAC's current expectations regarding future events. Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond the Sponsor's or SCAC's control, which could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking information. Such risks and uncertainties include, but are not limited to, failure to complete the Offering and related transactions, and the factors discussed under "Risk Factors" in the preliminary prospectus of SCAC dated June 19, 2019. Neither the Sponsor nor SCAC undertake any obligation to update such forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.

SOURCE Subversive Capital Acquisition Corp.

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