TORONTO, Aug. 20,
2024 /CNW/ - Mercer Park Opportunities Corp.
("Mercer Park Opportunities" or the "Company") is
pleased to announce that, further to the U.S.$200,000,000 initial public offering (the
"Offering") of Class A restricted voting units (the
"Class A Restricted Voting Units") which closed on
July 22, 2024, Canaccord Genuity
Corp., as sole underwriter of the Offering (the
"Underwriter"), has exercised its over-allotment option in
part (the "Over-Allotment Option") to purchase an additional
1,250,000 Class A Restricted Voting Units under the Over-Allotment
Option, at a price of U.S.$10.00 per
Class A Restricted Voting Unit. As a result of the exercise of the
Over-Allotment Option, an aggregate of 21,250,000 Class A
Restricted Voting Units have been issued and an aggregate of
U.S.$212,500,000 has been deposited
into an escrow account and will only be released upon certain
prescribed conditions, as further described in the final prospectus
dated July 16, 2024 (the "Final
Prospectus").
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.
The Corporation's sponsor is Mercer Park III,
L.P. ("Sponsor" or "Mercer Park"), a limited
partnership indirectly controlled by Mercer Park, L.P., a
privately-held family office investment specialist based in
Miami, Florida. The Company's
strategy is to leverage the Sponsor's executive leadership and
cannabis expertise, investment experience and network, together
with its team of employees, in order to identify and execute an
attractive qualifying acquisition.
Our Sponsor previously purchased an aggregate of 600,000 share
purchase warrants (the "Founders' Warrants") at an offering
price of U.S.$1.00 per Founders'
Warrant (for an aggregate purchase price of U.S.$600,000), and an aggregate of 450,000 Class B
units (the "Class B Units") at an offering price of
U.S.$10.00 per Class B Unit (for an
aggregate purchase price of U.S.$4,500,000), in each case, concurrently with
closing of the Offering. The founders of the Corporation (the
"Founders") also purchased an aggregate of 5,872,625 Class B
shares of the Corporation (the "Class B Shares"), also
referred to as the "Founders' Shares", concurrently with
closing of the Offering. Concurrent with the partial exercise of
the Over-Allotment Option, the Sponsor purchased an additional
18,750 Founders' Warrants (for an aggregate purchase price of
U.S.$18,750) and 16,875 Class B Units
(for an aggregate purchase price of U.S.$168,750), for aggregate proceeds of
U.S.$187,500. Due to the partial
exercise of the Over-Allotment Option, the Sponsor will forfeit an
aggregate of 443,407 Founders' Shares. As a result, following the
exercise of the Over- Allotment Option and forfeiture of the
Founders' Shares, the Sponsor will own an aggregate of 5,414,218
Class B Shares, 466,875 Class B Units and 618,750 Founders'
Warrants.
Each Class A Restricted Voting Unit issued in connection with
the exercise of the Over-Allotment Option consists of one Class A
restricted voting share (each, a "Class A Restricted Voting
Share"), one share purchase warrant (each, a "Warrant")
and one right (each, a "Right"). Each Warrant will entitle
the holder to purchase one Class A Restricted Voting Share (and
commencing 65 days following the closing of a qualifying
acquisition, each Warrant is expected to represent the entitlement
to purchase one subordinate voting share in the capital of the
Company ("Subordinate Voting Share")) and each Right is
expected to represent the entitlement to receive, for no additional
consideration, one-tenth (1/10) of one Class A Restricted Voting
Share following the closing of a qualifying acquisition (which at
such time it is expected to represent the entitlement to receive
one-tenth (1/10) of a Subordinate Voting Share, subject to
adjustments).
The Class A Restricted Voting Units trade on the Toronto Stock
Exchange (the "Exchange") under the symbol "SPAC.V", and
will separate into Class A Restricted Voting Shares, Warrants and
Rights following close of business on September 3, 2024, and will trade under the
symbols "SPAC.U", "SPAC.RT.U" and "SPAC.WT.U", respectively.
The Sponsor's position in the Company was acquired for
investment purposes. The Sponsor is restricted 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) and Founders' 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.
