大家好，连续两周美股新股发行失速，上周光光，本周也只有2家空白支票公司——Tuscan Holdings(THCAU) 和 Pivotal Investment(PIC.U)。不过预计下周开始新股的发行将开始卷土重来。
1、Tuscan Holdings(THCAU) ——2019年7月10日上市
We are a blank check company formed under the laws of the State of Delaware on March 5, 2019. We were formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities, which we refer to as a “target business.” To date, our efforts have been limited to organizational activities as well as activities related to this offering. None of our officers, directors, promoters and other affiliates has engaged in any substantive discussions on our behalf with representatives of other companies regarding the possibility of a potential merger, capital stock exchange, asset acquisition or other similar business combination with us. Our initial business combination and value creation strategy will be to identify, acquire and, after our initial business combination, assist in the growth of a business in the cannabis industry. However, we are not limited to this industry and we may pursue a business combination opportunity in any business or industry we choose and we may pursue a company with operations or opportunities outside of the United States.
Although the cannabis industry has evolved significantly and continues to mature, we believe the industry is still undercapitalized and companies operating across multiple verticals consistently have trouble accessing capital from traditional sources. Historically, businesses that operate within the legal cannabis industry in the U.S. have relied largely on private money — friends and family, high net-worth individuals and small-to-medium-sized private investment firms, as institutional investors have shied away from companies in the cannabis industry, especially those that are directly involved in the production, distribution and sale of cannabis (businesses that “touch the plant”). Even businesses that do not “touch the plant” and instead provide ancillary services to the industry, have found it extremely difficult to access large pools of institutional capital. As a result, we believe we have the opportunity to create a compelling structure that will enable a target company to go public, thereby accessing significant capital for both organic growth and for acquisitions of synergistic and often undercapitalized assets. Given the rapid growth of the legal cannabis market, management believes that the ability to move quickly to capitalize on new opportunities will be critical to success in creating stakeholder value. Potential areas of interest in the cannabis industry include but are not limited to domestic and international businesses that are ancillary to the production, distribution and sale of cannabis as well as businesses that legally cultivate, process and/or aid in the retail distribution of cannabis. Notwithstanding the foregoing, we will not invest in or consummate a business combination with a target business that we determine has been operating in violation of U.S. federal laws, including the Controlled Substances Act.
Our management team consists of experienced deal makers, operators, and investors who have worked with blank check companies and in the legal cannabis industry. Stephen A. Vogel, our Chief Executive Officer and Chairman, has more than 40 years of experience as an entrepreneur and chief executive officer of companies and has led businesses that have grown from start-ups to significant industry leaders. Additionally, Richard O. Rieger, our Chief Financial Officer, has over 33 years of investment experience. Mr. Vogel was previously the founder and executive Chairman of the Board of Forum Merger Corporation, or “Forum,” a blank check company that completed its initial public offering in April 2017, raising $172,500,000. Forum successfully completed its initial business combination in February 2018 with C1 Investment Corp. and in connection with the consummation of the business combination changed its name to ConvergeOne Holdings, Inc. (NASDAQ: CVON). In January 2019, ConvergeOne consummated the transactions contemplated by an agreement with PVKG Intermediate Holdings Inc. pursuant to which a subsidiary of PVKG acquired all of the stock of ConvergeOne for $12.50 per share. Mr. Vogel was part of the management team at Forum during the initial public offering and the search for suitable acquisition targets. He was involved in negotiating and analyzing the acquisition, and assisted in raising a private placement at closing of the merger.
Michael Auerbach, one of our directors, is also Chairman of the Board of Subversive Capital Acquisition Corp., a British Columbia special purpose acquisition corporation that is intending to complete a $500 million initial public offering on the Neo Exchange and search for a target business in the cannabis industry. It is anticipated that the initial public offering of Subversive Capital Acquisition Corp. would occur at about the same time as our initial public offering.
Our management believes its understanding of both the broader M&A market and of the legal cannabis industry — through direct involvement in investing in and working with cannabis companies — gives us a unique ability to successfully identify, evaluate, price, negotiate and close an attractive acquisition in this industry. We believe that our management team is well positioned to identify high-growth acquisition opportunities in the marketplace and that our network within the cannabis industry is uniquely deep.
2、Pivotal Investment(PIC.U) – 2019年7月12日上市
We are a newly organized blank check company incorporated as a Delaware corporation and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to throughout this prospectus as our initial business combination. We have not selected any potential business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential target regarding entering into a business combination with us.
While we may pursue an initial business combination target in any industry or geographic location, we intend to focus our search on companies in North America in industries ripe for disruption from continuously evolving digital technology and the resulting shift in distribution patterns and consumer purchase behavior. Most of these middle market and emerging growth companies will ultimately need to consolidate to achieve the scale necessary to attain high revenue growth and attractive profitability. We believe that acquiring a leading, high- growth participant will provide a public currency to fund consolidation and fuel growth. Segments we might explore include, but are not limited to, logistics technology and “last mile” delivery services, business technology services, on-line cyber security and off-line physical security services, media and entertainment services and franchise businesses.