This SPAC is merging with an already-public company as sponsors get creative before time runs out

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Traders on the floor of the NYSE, June 8, 2022.
Source: NYSE

SPACs are known to be a roundabout investment vehicle to take private companies public. Not this one.

Bull Horn Holdings is merging with biotech Coeptis Therapeutics, a public company traded over the counter. The SPAC sponsors told CNBC they went for a public company partly because of greater transparency via a past performance record, which addresses some of the criticisms levelled against blank-check deals.

“We love this deal because it’d already spent some time in the minor leagues and it was ready to move forward. We’ve created a model that should be looked at by everybody,” Bull Horn CFO Chris Calise said in an interview.

“There are a lot of sponsors right now and the bell is going to ring pretty quickly. I think they are looking for anything unique to make a deal happen,” Calise said. His SPAC was originally targeting a company in the sports and entertainment industry.

This particular deal highlighted the peril many sponsors face as they race the clock to find a target amid a regulatory crackdown and waning enthusiasm. There are nearly 600 blank-check firms hunting for deals right now, most of which launched in 2020 and 2021, according to SPAC Research. SPACs typically have a two-year deadline to merge with a company, and they would have to return capital to investors if a deal fails to come to fruition.

It remains to be seen if other sponsors would replicate Bull Horn’s model. It is not uncommon for a stock traded over-the-counter to have a public offering and call it an IPO, according to Jay Ritter, a finance professor at University of Florida who studies IPOs and SPACs.

Ritter noted that Coeptis is currently trading at $2.72 per share in the OTC market, below the price the shares should trade at if they are going to be converted into $175 million of shares in the new company at $10 each (there are 38.99 million Coeptis shares outstanding.)

“The market is skeptical about the ability of the SPAC to complete the merger without massive redemptions,” Ritter said.

The SPAC market took a sharp turn for the worse this year as fears of rising rates dented the appeal for growth-oriented companies with little profits. Some high-profile transactions have also fallen apart, including SeatGeek’s $1.3 billion deal with Billy Beane’s RedBall Acquisition Corp. as well as Forbes’ $630 million deal with former Point72 executive Jonathan Lin-led SPAC Magnum Opus.

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