In SPAC news this week, BuzzFeed is not expected to raise significant cash through its public listing since investors in the SPAC with which it is merging, 890 5th Avenue Partners, are reportedly withdrawing the bulk of their investments. Meanwhile, Selina Hospitality announced it will go public through a BOA Acquisition combination.

WAVE OF WITHDRAWALS: BuzzFeed in not expected to raise significant cash through its public listing since investors in the special purpose acquisition company with which it is merging, 890 5th Avenue Partners (ENFA), are withdrawing the bulk of their investments, The Wall Street Journal's Benjamin Mullin and Amrith Ramkumar reported on Thursday afternoon, citing people familiar with the matter. BuzzFeed is now expected to receive only a fraction of the $287.5M held by the SPAC as it get set to begin trading following a Thursday shareholder vote on the deal, people familiar with the matter told Mullin and Ramkumar.

On Thursday evening, 890 5th Avenue Partners announced that its stockholders approved the proposals that were conditions to the closing of the previously announced business combination with BuzzFeed (BZFD) at a special meeting of stockholders. The closing of the business combination is expected to occur on or about December 3, 2021, subject to the satisfaction or waiver of all closing conditions. Following the closing of the combination, the combined company will be known as BuzzFeed and its shares of Class A common stock are expected to commence trading on The Nasdaq Stock Market LLC under the symbol "BZFD" on Monday, December 6. The closing of BuzzFeed's previously announced acquisition of Complex Networks is expected to occur on the same day as the closing of the business combination. The transaction is expected to raise at least $166.2M from a combination of 890 trust proceeds and fully committed convertible notes. 890 shares closed at $9.91 per share on December 2, 2021, and stockholders who elected to redeem will receive approximately $10.00 per share, the SPAC noted.

AMEX SPAC DEAL: On Friday, American Express Global Business Travel announced its entry into a definitive business combination agreement with special purpose acquisition company Apollo Strategic Growth Capital (APSG). The combined company plans to list on the New York Stock Exchange under the new ticker symbol (GBTG). Zoom Video (ZM), Sabre (SABR) and HG Vora are among a new group of investors committed to joining Global Business Travel's private investment in public equity, or PIPE. Upon the closing of the transaction, these companies will join American Express (AXP) and Certares as shareholders. Under an 11-year agreement to take effect upon closure of the transaction, Global Business Travel will continue to have the right to use the American Express trademark in connection with the American Express Global Business Travel and American Express GBT Meetings & Events brands. The transaction implies a pro forma market capitalization of approximately $5.3B and a pro forma enterprise valuation of approximately $5B for GBT, assuming no redemptions by Apollo Strategic Growth's shareholders. Current GBT common equity holders are expected to roll their existing equity holdings into the combined company. The transaction is expected to provide up to approximately $1.2B in gross proceeds. Upon the closing of the transaction, the combined company will be renamed Global Business Travel Group, and will continue to conduct its day-to-day business under its existing name and brand American Express Global Business Travel.

RUMBLE COMING PUBLIC: Video platform Rumble and CF Acquisition Corp. VI (CFVI), a special purpose acquisition company sponsored by Cantor Fitzgerald, announced last night that they have entered into a definitive business combination agreement. After closing, which is expected in Q2 of 2022, the combined company will be called Rumble Inc. and expects to be publicly listed on Nasdaq. Shares will trade on Nasdaq under the symbol CFVI until the closing of the transaction. The transaction values Rumble at an initial enterprise value of $2.1B, with current Rumble shareholders having the ability to earn additional shares of the combined company if the stock reaches price hurdles of $15.00 and $17.50 per share. The transaction is expected to provide approximately $400M in proceeds to Rumble, including a fully committed PIPE of $100M at $10.00 per share and $300M of cash held in the trust account of CFVI. Upon the closing of the transaction, Chris Pavlovski, the Founder and Chief Executive Officer of Rumble, will retain voting control "to facilitate execution of Rumble's neutral mission on behalf of all stakeholders." The board of each of Rumble and CFVI have unanimously approved the transaction. The transaction will require the approval of the stockholders of each of CFVI and Rumble. Rumble stockholders have agreed to support the transaction. Shares of CF Acquisition Corp. VI gained about 8% on December 2 following the news and the shares gained an additional 12% on Friday. Rumble in an investor presentation highlighted that former President Donald Trump is among its top creators.

TRUMP MEDIA SEEKING TO RAISE ADDITIONAL $1B: Trump Media & Technology Group, which already stands to receive $293M if its previously announced deal to list in New York through a merger with blank-check firm Digital World Acquisition Corp. (DWAC) is completed, is now seeking to raise up to an additional $1B at a valuation of close to $3B, Reuters' Krystal Hu reported, citing sources. Trump Media, which has yet to roll out the social media app it says it is developing, was valued at $875M, including debt, under its previously announced SPAC deal, the report noted.

SELINA, BOA ACQUISITION COMBINATION: Selina and BOA Acquisition Corp. (BOAS), a publicly traded special purpose acquisition company, announced that they have entered into a definitive business combination agreement that will result in Selina becoming a publicly listed company. The transaction values the pro forma company at an equity value of approximately $1.2B. The transaction is expected to close in the first half of 2022 and the combined company will operate as Selina Hospitality and its ordinary shares are expected to be listed on the New York Stock Exchange under the ticker symbol (SLNA).

FERTITTA TRYING TO EXIT DEAL: Shares of Fast Acquisition Corp. (FST) were under pressure on Thursday after the special purpose acquisition company disclosed earlier that casino mogul and restaurateur Tilman Fertitta is trying to pull out of a deal to take his restaurant and casino empire public via a previously announced deal with the merger partner. Fertitta Entertainment, the parent company of Golden Nugget, and Fast Acquisition previously announced on July 1 that they had entered into an amendment to their previously announced merger as Fertitta had agreed to contribute certain operating businesses not originally included as part of the business combination with Fast for no additional debt. However, the billionaire's general counsel sent a letter Dec. 1 to Fast Acquisition Corp. to state that Fertitta Entertainment would terminate the proposed transaction because it hadn't closed by an agreed-upon date, according to Bloomberg, citing a regulatory filing. In a letter in response, Fast Acquisition stated in part "Florida, or Fertitta Entertainment, "is not permitted to terminate the Merger Agreement pursuant to Section 9.01(a) because 'the right to terminate this Agreement under this Section 9.01(a) shall not be available to any party hereto whose action or failure to fulfill any obligation under this Agreement or the Separation Agreement shall have been the primary cause of the failure of the Closing to occur on or prior to such date'. Florida's actions and failures to fulfill its obligations under the Merger Agreement, including, without limitation, Florida's failure to deliver the financial statements required by Section 7.01(a) of the Merger Agreement until July 2021, despite being required to provide them no later than March 31, 2021, are unquestionably the primary cause of the failure of the Closing to occur by the Termination Date. Accordingly, the Purported Notice is invalid, unenforceable, of no legal force and effect and is hereby rejected. We hereby demand that Florida withdraw the Purported Notice immediately and take all necessary steps to consummate the transactions contemplated by the Merger Agreement forthwith... Florida's material breach has and will cause irreparable injury, and we intend to take all necessary steps to protect the SPAC and its investors. You are hereby placed on notice of breach and that should your breach not be immediately remedied, we intend to initiate litigation."

ALTIMETER, GRAB COMPLETE MERGER: Grab Holdings Limited (GRAB) completed its previously announced business combination with Altimeter Growth Corp. (AGC), a special purpose acquisition company. The transaction raised gross proceeds of $4.5B in the largest-ever U.S. public market debut by a Southeast Asian company. The business combination was approved by Altimeter stockholders in a special meeting held on November 30, 2021.


ANALYST COVERAGE INITIATIONS:

Benchmark analyst Mike Hickey initiated coverage of Sports Entertainment Acquisition (SEAH) - which is in the process of acquiring digital-only, dual offering online sports betting and online casino platform operator Super Group - with a Buy rating and $16 price target. The analyst believes the global online gaming market should continue to experience growth and thinks Super Group's "highly profitable" online gaming platform and modest approach to building share in new markets give it "a winning formula for ongoing success." The combined company intends to apply to list its shares on the New York Stock Exchange under the new ticker symbol "SGHC" and upon closing of the transaction, the combined company will operate under the name Super Group.

On November 29, DA Davidson initiated coverage of Trebia Acquisition (TREB) with a Buy rating and $23 price target. The company's proposed business combination with System1 (SST) is pending.

SPAC IPOS THIS WEEK:

• BioPlus Acquisition (BIOS) opened on December 3 at $10.04. BioPlus intends to focus its search on companies in the life sciences industry.
• Bullpen Parlay Acquisition (BPAC) opened on December 3 at $10.05.
• Blue Ocean Acquisition (BOCN) opened on December 3 at $10.05. While the company may pursue an investment opportunity in any business or industry, it intends to focus its search for a target business or businesses in the digital media and consumer internet industries.
• ST Energy Transition I (STET) opened on December 3 at $10.05. The company intends to focus its search on "opportunities that contribute in positive ways towards energy transition and clean energy technology."
• Games & Esports Experience Acquisition (GEEX) opened on December 2 at $10.08. The company intends to focus its search on target businesses in interactive media, operating directly within or adjacent to competitive gaming and esports sectors or in industries with similar user characteristics or demographics. Games & Esports Experience Acquisition currently plans to merge with Gamers Club Holdings, a gaming technology subscription platform and community hub based in Brazil and an affiliate of GEEX Sponsor, the company's sponsor. The company will not, however, complete an initial business combination with only Gamers Club.
• ROC Energy Acquisition (ROCA) opened on December 2 at $10.05. The company intends to concentrate its efforts on the non-operated, upstream oil and gas sector in the U.S.
• UTA Acquisition (UTAA) opened on December 2 at $10.06. The company is targeting businesses in the gaming, digital media, creator economy, entertainment and technology industries
• Capitalworks Emerging Markets Acquisition (CMCA) opened on December 1 at $10.07. The company intends to focus on "high-growth companies operating in select emerging markets, with the ability to replicate their business models sustainably across other emerging markets or translate their products, services or technologies to developed markets."
• TLGY Acquisition (TLGY) opened on December 1 at $10.08. The company intends to focus its search on the global biopharma or technology enabled business-to-consumer industries.
• Canna-Global Acquisition (CNGL) opened on November 30. The company intends to "focus its search for a target business addressing a large market opportunity with a company that is driving its growth in the medicinal cannabis or cannabinoid industry, which is compliant with all applicable laws and regulations within the jurisdictions in which it is located or operates."

"On the Fly: The Week in SPAC News" is The Fly's new recurring series of stories on the latest SPAC initial public offerings, SPAC deal news, and associated analyst commentary.