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October 21, 2021

On Wednesday, former President Donald Trump unveiled plans to take a new social media and conservative streaming company public via merger with a special purpose acquisition company known as Digital World Acquisition


But even in this often untamed world of SPACS, Trump Media Technology Group stands out—and not just because of its headlining act. Companies that go public still generally offer something in the way of numbers—projections of their future revenue, for example—or even current investors to give potential public markets some sense that a real business could spring forth. 


While there were plenty of broad statements (“I created TRUTH Social and TMTG to stand up to the tyranny of Big Tech. We live in a world where the Taliban has a huge presence on Twitter, yet your favorite American President has been silenced,” Trump said in a statement) and bold graphics, Trump’s SPAC didn’t have these markers. Even the purported valuation of the company at $1.7 billion in the filing appears to have been decided upon by Trump and Digital World Acquisition and no outside investors—raising questions about its viability.


There’s a lot to unwind here, so here is the simple play-by-play:


 The social media company itself has not yet launched, though it does have a waitlist. There’s no disclosure in the ways of revenue or other finances.


 This is actually pretty common for companies in the SPAC space, or even in startupland. So investors usually have proxies by which to judge those businesses instead—maybe the target company’s investors, maybe future sales that have been locked in. Lordstown Motors for instance claimed to have preorders for its trucks (though it later had to walk it back). Failed short-form video streaming company, Quibi, had ad revenue in place that brought in investors. But this SPAC announcement doesn’t have that. 


 You might even look for private investment in public equity (PIPE) investors that may have vetted the company—this is an argument in favor of WeWork’s new listing, for example, as outside investors Insight Partners and Starwood Capital Group have taken a fresh look at the business. That wasn’t the case here either since there was no PIPE investor announced.


 You might also look at the SPAC sponsors, and whether they have a broad reach and operational expertise in their given field, as with say self-driving car company Aurora. Built by the former self-driving car lead at Google, Aurora agreed to be taken public in a SPAC backed by Reid Hoffman and Zynga founder Mark Pincus—both well known in the tech space.


 That doesn’t apply here either, in the social media space. The CEO of the SPAC, Patrick Orlando, has had a history in finance. He has been involved with at least four SPACs—though none have yet apparently made it to a merger. Most recently, he led a SPAC called Yunhong International that announced a deal with Giga Energy—but that deal fell apart earlier this year. Digital World Acquisition’s CFO meanwhile is currently a member of Brazil’s National Congress: Luis Orleans-Braganza. 


 Perhaps just maybe a large investor may swoop in later to get in on this deal? But there might be more to lose than gain for the large mutual funds in investing. Trump comes with a lot of baggage and a lot of headlines. “It feels like it could be a potential political football,” says Kristi Marvin, founder of SPACInsider. 


So in the absence of large, anchor investors, what is left are retail investors that either believe in Trump or those that believe in Trump’s social power. And it does ring true that even after losing the election, the former investor commands a sizable base of supporters. He still regularly holds rallies—and that has given credence to the possibility of him building out a media empire. 


But as of now, there is still no media empire with revenue and named employees—meaning this is most certainly not a stock a financial advisor would examine and conclude: “Yes! Full steam ahead!”


In other words, the SPAC has backed out of assets entirely, making it just a pure-play proxy for Trump’s popularity. This is, as of now, a sentiment play. 


Trump, effectively, is the investment. Meaning yes, the Trump SPAC may well be a massive meme stock. 


Shares of Digital World Acquisition are up 28% Thursday.


OKAY BUT THIS COMPANY MIGHT ALSO NEVER GO PUBLIC: So let’s play a game of what if: The press release announcing said deal was really, really uncommon for a SPAC merger deal. There were no operations numbers to speak of. But when it comes to an actual filing with the Securities and Exchange Commission, which the company says is coming, there will be a far more rigorous review before the SPAC merger can proceed. Especially with the level of public interest in this company.


But let’s say the SPAC merger gets a green light. Then investors have to approve the deal too. And there are two ways investors can effectively kill a deal: By outright voting no to the deal—which is less common because there are usually financial incentives baked in to vote yes, but can happen, or by voting yes to the deal and then selling their shares, thereby lowering the amount the overall pool of capital the SPAC has for the target business to a point that it kills the deal. This is all a bit convoluted, but this is effectively what happened with Aerofarm, the vertical farming company that was set to go public via merger with a SPAC. But then investors sold so many shares that the minimum cash requirement from the SPAC was not met. Oh snap. SPAC, splat.


There is then in theory another way for the SPAC to go public still. Which is to avoid this scenario altogether and have supporters buy out the shares… and therefore the vote. This too has happened before, as with Global Blue investor Silver Lake, who effectively amassed a stake of Far Point Acquisition, a SPAC, to forcefully push that SPAC to take Global Blue public.  


But this is after all, just the what if.


Lucinda Shen
Twitter: 
@shenlucinda
Email: 
lucinda.shen@fortune.com


Jessica Mathews compiled the IPO and SPAC sections of this newsletter.


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VENTURE DEALS

- FTX, a Bahamas-based crypto exchange, raised $420.7 million in Series B-1 funding, valuing it at $25 billion. Investors included Ontario Teachers’ Pension Plan Board, via its Teachers’ Innovation Platform, Temasek, Sequoia Capital, Sea Capital, IVP, ICONIQ Growth, Tiger Global, Ribbit Capital, Lightspeed Venture Partners, and BlackRock.


- 360Learning, a corporate learning company, raised $200 million in funding. Investors include Sumeru, SoftBank’s Vision Fund 2, and Silver Lake Waterman. 


- Workit Health, an Ann Arbor, Mich.-based virtual substance use disorder treatment company, raised $118 million. Insight Partners led the round and was joined by investors including CVS Health Ventures, FirstMark Capital, BCBS Venture Fund, and 3L Capital. 


- Animoca Brands, an Australian company focused on digital property rights via NFTs and gaming, raised $65 million (approximately AUD $87.7 million) valuing it at $2.2 billion. Investors in the round include Liberty City Ventures, Ubisoft Entertainment, Sequoia China, Dragonfly Capital, Com2uS, Kingsway Capital, 10T, Token Bay Capital, Smile Group, Tess Ventures, MSA Capital, Octava Fund, Adit Ventures, Summer Capital, Sigitech Holdings, Black Anthem, Mirana, and Justin Sun.


- Rossum, a London-based document automation company, raised $100 million. General Catalyst led the Series A round and was joined by investors including LocalGlobe, Seedcamp, Miton, and Elad Gil.


- SkyHive, a Palo Alto, Calif.-based reskilling software company, raised $40 million in Series B funding. Eldridge led the round and was joined by investors including Allegis Cyber, Accenture Ventures, Workday Ventures, and the Partnership Fund For New York City.


- Anello Photonics, a Santa Clara, Calif.-based autonomous driving tech company, raised $28 million in Series A funding. New Legacy Ventures led the round and was joined by investors including Lockheed Martin Ventures, Catapult Ventures, JS Capital, and HCVC.


- Hex Technologies, a San Francisco-based data workspace company, raised $16 million in Series A funding. Redpoint Ventures led the round and was joined by investors including Amplify Partners, Data Community Fund, Geometry, Operator Collective, Tokyo Black, Vandelay Ventures, and XYZ Venture Capital.


- Deci, an Israel-based deep learning development company, raised $21 million in Series A funding. Insight Partners led the round and was joined by investors including Square Peg, Emerge and Jibe Ventures.


- Modern Age, a Seattle-based aging wellness company, raised $27 million in Series A funding. Oak HC/FT led the round and was joined by investors including GV and Juxtapose


- UpEquity, an Austin-based mortgage company, raised $20 million in Series B funding. S3 Ventures led the round and was joined by investors including Next Coast Ventures, BP Capital Management, Alumni Ventures, Gaingels, Launchpad Capital, and Early Light Ventures. 


- SouSmile, a Brazilian dental aligner startup, raised $18 million in Series B funding. Kaszek Ventures led the round and was joined by investors including Global Founders Capital.


- Multiverse Computing, a Spain-based  quantum computing startup dedicated to finance, raised €10 million (USD $11.5 million) in seed funding. JME Ventures led the round and was joined by investors including Quantonation, EASO Ventures, Inveready, CLAVE Capital (Mondragón Fondo de Promoción), Ikerlan, LKS, Penja Strategy, Seed Gipuzkoa, and Ezten Venture Capital Fund.


- Volante Technologies, a New York City-based cloud payments and financial messaging company, raised $10 million in growth funding from Wells Fargo Strategic Capital.


- Synchrony, an asset management protocol built on the Solana blockchain, raised $4.2 million. Sanctor Capital, Wintermute Trading, and GBV Capital led the round.


- EnergyBank, a New Zealand-based energy storage startup, raised $1.9 million in seed funding. Icehouse Ventures led the round and was joined by investors including Blackbird, Promus Ventures, Version One, and Nuance Connected Capital.


- Armilla AI, a Canada-based A.I. governance company, raised $1.5 million. Investors include Naval Ravikant's Spearhead fund;Allen and Eva Lau's Two Small Fish Ventures; and C2 Ventures. 


PRIVATE EQUITY

- Carlyle acquired a majority stake in Saama Technologies, a Cambell, Calif.-based clinical analytics company. Other investors include Amgen Ventures, Intermountain Ventures, Merck Global Health Innovation Fund, McKesson Ventures, Northpond Ventures, Pfizer Ventures, and Population Health Partners. Financial terms weren't disclosed.


- FDH Aero, a portfolio company of Audax Private Equity, acquired Stealth Aerospace, a Canoga Park, Calif.-based distributor of aerospace electrical and electro-mechanical components to commercial airline and air cargo customers. Financial terms weren't disclosed.


- Mercer Global Advisors, backed by Genstar and Oak Hill, acquired Lake Point Wealth Management, a Dalla-based wealth management firm. Financial terms weren't disclosed.


- Pfingsten invested in New England Electrical Contracting, a Kingston, Mass.-based provider of electrical services serving the telecommunications, electric vehicle charging and utility markets. Financial terms weren't disclosed.


- Trilantic North America invested in WebFX, Harrisburg, Penn.-based marketing tech company. Financial terms weren't disclosed.


OTHERS

- CBOE acquired ErisX, a Chicago-based cryptocurrency market. Financial terms weren't disclosed.


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IPO

- The Cyberspace Administration of China suggested that ride-hailing company Didi Global, logistics company Full Truck Alliance, and digital recruiting company Kanzhun, which are all listed in the U.S., consider listings in Hong Kong, according to the Wall Street Journal.


- Porsche, Volkswagen’s luxury car unit, is working with advisors on a potential public offering, per Reuters.


- HireRight Holdings, a Nashville, Tenn.-based workforce risk management and compliance solution company, plans to raise up to $533 million in an offering of 22 million shares priced between $21 and $24 per share. The company posted $540 million in revenue in 2020 and a net loss of $92 million. General Atlantic and Stone Point Capital back the firm.


- Portillo’s, an Oak Brook, Ill.-based Chicago street food restaurant chain company, raised $405 million in an offering of 20.3 million shares priced at $20 per share. The company posted $455 million in revenue in 2020 and $12 million in net income. Berkshire Partners owns the firm.


- Enfusion, a Chicago-based investment management software company, raised $319 million in an offering of 18.8 million shares (22% sold by insiders) priced at $17 per share. The company reported revenue of $79.6 million in 2020 and net income of $4.1 million. Hillhouse Capital, FTV Capital, and ICONIQ Capital back the firm.


- Renaissance Insurance Group, a Russian policy provider, and insiders raised $250 million in an offering of 162 million shares in Moscow, per Bloomberg.


- P10, a Dallas, Texas-based multi-asset class private market solutions provider, raised $240 million in an offering of 20 million shares (43% sold by insiders) priced at $12 per share—it had previously planned to price shares at up to $16. The company reported $67 million in total revenue in 2020 and $24 million in net income. 


- The Vita Coco Company, a New York City-based coconut water company, raised $173 million in an offering of 11.5 million shares (78% sold by insiders) priced at $15 per share—it had previously planned to price shares at up to $21. The company reported $311 million in net sales in 2020 and $33 million in net income. Verlinvest and Reignwood Group back the firm.


- Ventyx Biosciences, an Encinitas, Calif.-based inflammatory disease and autoimmune disorder therapy company, raised $152 million in an offering of 9.5 million shares priced at $16 per share. The company reported a net loss of $28 million in 2020 and has yet to post revenue. New Science Ventures, venBio, and Third Point Ventures back the firm.


- Gaming Technologies, a Las Vegas-based online gambling software company, filed for an IPO. The company reported a net loss of $7 million in 2020 and has yet to generate meaningful revenue. Epsilon and Fairfax Capital back the firm.


SPAC


- WeWork, a New York City-based coworking space, will list on the New York Stock Exchange today via its merger with BowX Acquisition Corp., a SPAC. The company’s first attempt at an IPO fell apart in 2019.


- Equinox, a New York City-based fitness company, is in talks to go public via a merger with Ares Acquisition Corp., a SPAC backed by Ares Management Corp., according to Bloomberg. The company’s plans to go public via another SPAC deal fell through earlier this year.


F+FS


- Drive by DraftKings, a Boston-based venture capital firm investing in sports tech and entertainment companies, raised $60 million for its first venture capital fund.


- EQT Future, EQT-new long-term impact fund, is looking to raise €4 billion ($4.7 billion).


PEOPLE


- Summa Equity, a Stockholm-based investor, added Christoph Waer as a partner and Tim He as a partner.


- Edison Partners, a Princeton, N.J.-based growth equity investment firm promoted Gregg Michaelson to general partner, Jennifer Lee to partner, and Joe Giquinto as CFO.


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