/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE
SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES/
TORONTO, July 22,
2024 /CNW/ - Mercer Park Opportunities Corp.
("Mercer Park Opportunities" or the "Company") is
pleased to announce the closing of its initial public offering (the
"Offering") of U.S.$200,000,000 of Class A restricted voting units
("Class A Restricted Voting Units"). Mercer Park
Opportunities has granted the Underwriter (as defined below) a
non-transferable over-allotment option (the "Over-Allotment
Option") to purchase up to an additional 3,000,000 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. If the Over-Allotment Option is
exercised in full, the gross proceeds of the Offering would be U.S.
$230,000,000. The proceeds from the
distribution of the Class A Restricted Voting Units were (and the
proceeds from any exercise of the Over-Allotment Option will be)
deposited into an escrow account and will only be released upon
certain prescribed conditions, as described in the final prospectus
dated July 16, 2024 (the "Final
Prospectus") filed with the securities regulatory authorities
in each of the provinces and territories of Canada, except Quebec. The Offering was distributed
by Canaccord Genuity Corp. (the "Underwriter").
Mercer Park Opportunities is a newly organized special purpose
acquisition corporation incorporated as an exempted company under
the laws of the Cayman Islands for
the purpose of effecting an acquisition of one or more businesses
or assets, by way of a merger, amalgamation, arrangement, share
exchange, asset acquisition, share purchase, reorganization, or any
other similar business combination involving the Company, (our
"qualifying acquisition"). Mercer Park Opportunities intends
to focus the search for target businesses that operate in cannabis
and/or cannabis-related industries in the
United States; however, Mercer Park Opportunities is not
limited to a particular industry or geographic region for purposes
of completing our qualifying acquisition. Mercer Park Opportunities
intends to focus on acquiring one or more companies with an
estimated aggregate enterprise value of up to U.S. $1 billion.
Mercer Park Opportunities' management team and board of
directors is expected to be comprised of:
- Jonathan Sandelman, Chief
Executive Officer, Chairman and Director
- Founder of Ayr Wellness Inc., a leading United States multi-state operator in the
cannabis industry which is a successor to Cannabis Strategies
Acquisition Corp., the first cannabis-focused special purpose
acquisition company, and Mercer Park Brand Acquisition Corp., a
special purpose acquisition company that is a predecessor to Glass
House Brands Inc.
- Joshua Snyder, Head of Mergers
& Acquisitions
- Previously served as the Head of Mergers & Acquisitions at
The Cannabist Company Holdings Inc. (formerly Columbia Care
Inc.), where he executed a M&A roll-up strategy, sourcing,
negotiating and closing numerous acquisitions over a 3-year
period.
- Stephen Andersons, Director
- Mina Mawani, Director
- Bernard Sucher, Director
- Carmelo Marrelli, Chief
Financial Officer and Corporate Secretary
Each Class A Restricted Voting Unit has an offering price of
U.S.$10.00 and consists of one Class
A Restricted Voting Share, one share purchase warrant of the
Company (each, a "Warrant"), and one right (each, a
"Right") . Upon the closing of our qualifying acquisition,
each Class A Restricted Voting Share would, unless previously
redeemed, be automatically converted into one subordinate voting
share of the Company and it is expected, subject to receipt of
shareholder approval or exemptive relief, that each Class B Share
(as defined below) would be automatically converted into one
multiple voting share (expected to carry 25 votes per share) of the
Company, as set forth in the memorandum and articles of association
of the Company.
Each Warrant will become exercisable, at an exercise price of
U.S.$11.00, commencing 65 days after
the completion of our qualifying acquisition and will expire on the
day that is five years after the completion of our qualifying
acquisition or earlier, as described in the Final Prospectus.
Each Right will, following the closing of our qualifying
acquisition, entitle the holder thereof to acquire 1/10th of a
Class A Restricted Voting Share (and upon the closing of a
qualifying acquisition, each Right is expected to represent the
entitlement to acquire 1/10th of a Subordinate Voting Share) for a
six month period, subject to anti-dilution adjustments, as
described in the Final Prospectus.
The Class A Restricted Voting Units will commence trading today
on the Toronto Stock Exchange (the "Exchange") under the
symbol "SPAC.V". The Class A Restricted Voting Shares, the Warrants
and the Rights comprising the Class A Restricted Voting Units will
initially trade as a unit but it is anticipated that the Class A
Restricted Voting Shares, the Warrants and the Rights will begin
trading separately 40 days following the closing of the Offering
(or, if such date is not a trading day on the Exchange, the next
trading day on the Exchange) under the symbols "SPAC.U",
"SPAC.RT.U" and "SPAC.WT.U", respectively. The Class B Units and
Class B Shares (each, as defined below) will not be listed prior to
the qualifying acquisition, as described in the Final Prospectus.
Prior to any qualifying acquisition, the Class A Restricted Voting
Shares may only be redeemed upon certain events. The 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.
Mercer Park III GP, LLC, the general partner of Mercer Park III,
L.P. (the "Sponsor"), beneficially owns or controls, an
aggregate of (i) 6,307,625 Class B shares (the "Class B
Shares") (including 5,857,625 Founders' Shares (as defined in
the Final Prospectus) and including the 450,000 Class B shares
forming part of the 450,000 Class B units ("Class B
Units")), representing over 99% of the Class B shares and
approximately 23.96% of the issued and outstanding shares (assuming
no Class A Restricted Voting Units are purchased by the Sponsor in
the Offering), (ii) an aggregate of 450,000 Class B Units,
representing 100% of the issued and outstanding Class B Units,
(iii) an aggregate of 600,000 Founders' Warrants (as defined in the
Final Prospectus), representing 100% of the issued and outstanding
Founders' Warrants and, together with the 450,000 Warrants forming
part of the Class B Units, 4.99% of all outstanding Warrants, and
(iv) 450,000 Rights forming part of the Class B Units, representing
2.20% of all outstanding Rights. The Class B Shares were acquired
by the Sponsor, through private agreement and not through the
facilities of any stock exchange or any other marketplace, for
approximately U.S.$0.0043 per share
(or approximately U.S.$24,936 in
total), the Sponsor's Warrants were acquired by the Sponsor for
U.S.$1.00 per Warrant (or
U.S.$600,000 in total), and the Class
B Units were acquired by the Sponsor for U.S.$10.00 per Class B Unit (or U.S.$4,500,000 in total). All above numbers and
percentages assume no exercise of the Over-Allotment Option by the
Underwriter and no relinquishment by the Sponsor of any Class B
Shares. If the Over-Allotment Option is not exercised, the Sponsor
will relinquish a maximum of 760,125 Class B Shares as further
described in the Final Prospectus.
The Sponsor's position in the Company was acquired for
investment purposes. The Sponsor is subject to certain restrictions
from selling its Class B Shares, Class B Units (including the
underlying securities, each consisting of one Class B Share, one
Warrant and one Right) Founders' Shares and Warrants, as described
in the Final Prospectus. The Sponsor may purchase and/or sell any
Class A Restricted Voting Units, Class A Restricted Voting Shares,
Warrants and/or Rights from time to time, subject to applicable
law. In connection with the Offering, and as sponsor to the
Company, the Sponsor entered into certain material agreements, all
as described in the Final Prospectus.
Stikeman Elliott LLP acted as Canadian legal counsel to Mercer
Park Opportunities and Mercer Park. Blake, Cassels & Graydon
LLP acted as legal counsel to the Underwriter.
The securities of the Company have not been and will not be
registered under the United States Securities Act of 1933, as
amended (the "U.S. Securities Act") or any securities laws
of any state of the United States
and may not be offered or sold in the
United States or to, or for the account or benefit of, U.S.
persons absent registration or an available exemption from the
registration requirements of the U.S. Securities Act and applicable
securities laws of any state of the
United States. This press release is not an offer of
securities for sale in the United
States. "United States" and "U.S. persons" have the meanings
ascribed to them in Regulation S under the U.S. Securities Act.
About Mercer Park Opportunities Corp.
Mercer Park
Opportunities is a newly organized special purpose acquisition
corporation incorporated under the laws of the Cayman Islands for the purpose of effecting a
qualifying acquisition.
About Mercer Park III, L.P.
Mercer Park is a limited partnership formed under the laws of
Delaware that is indirectly
controlled by Mercer Park, L.P., which is a privately-held family
office based in Miami, Florida
that is controlled by Jonathan
Sandelman. To obtain a copy of Mercer Park's early warning
report in connection with the Offering, please contact Jonathan Sandelman at (917) 819-6685.
Forward-Looking Statements
This press release may contain forward–looking information
within the meaning of applicable securities legislation, which
reflects Mercer Park Opportunities' and Mercer Park'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 Mercer Park
Opportunities' or Mercer Park's control, that 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,
intentions related to Mercer Park Opportunities qualifying
acquisition and related transactions, and the factors discussed
under "Risk Factors" in the Final Prospectus. Neither Mercer Park
Opportunities nor Mercer Park 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 Mercer Park Opportunities Corp.