Final Prospectus Accessible on
SEDAR+
/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE
SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES/
TORONTO, July 17,
2024 /CNW/ - Mercer Park Opportunities Corp.
("Mercer Park Opportunities" or the "Company") has
filed a final prospectus (the "Final Prospectus") with
the securities regulatory authorities in each of the provinces and
territories of Canada, except
Quebec, and has obtained a receipt
therefor in respect of its initial public offering (the
"Offering") of U.S.$200,000,000 of Class A Restricted Voting Units
("Class A Restricted Voting Units"). The proceeds from the
distribution of the Class A Restricted Voting Units will be
deposited into an escrow account and will only be released upon
certain prescribed conditions.
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 Offering is being distributed by Canaccord Genuity Corp.
(the "Underwriter").
Mercer Park Opportunities has granted the Underwriter 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.
Prior to our qualifying acquisition, the Class A Restricted
Voting Shares may only be redeemed upon the occurrence of certain
events. Class A Restricted Voting Shares will be redeemable for a
pro-rata portion of the amount then held in the escrow account, net
of certain prescribed amounts.
The Toronto Stock Exchange (the "Exchange") has
conditionally approved the listing of the Class A Restricted Voting
Units, the Class A Restricted Voting Shares, the Rights and the
Warrants, under the symbols "SPAC.V", "SPAC.U", "SPAC.RT.U" and
"SPAC.WT.U", respectively, with the Class A Restricted Voting Units
separating into Class A Restricted Voting Shares, Rights and
Warrants, 40 days following the closing of the Offering.
Listing will be subject to the Company fulfilling all of the
listing requirements of the Exchange.
Mercer Park III, L.P. ("Mercer Park") is the sponsor of
Mercer Park Opportunities, and is indirectly controlled by
Jonathan Sandelman, our Chief
Executive Officer and Chairman. Mercer Park intends to purchase an
aggregate of 450,000 Class B Units ("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) and 600,000 share purchase warrants
("Founders' Warrants") at an offering price of
U.S.$1.00 per Founders' Warrant (for
an aggregate purchase price of U.S.$600,000) simultaneously with the closing. Each
Class B Unit consists of one Class B share of the Company
("Class B Share"), one Warrant and one Right. Mercer Park
intends to purchase up to an additional 40,500 Class B Units at a
price of U.S.$10.00 per Class B Unit
and an additional 45,000 Founders' Warrants at a price of
U.S.$1.00 per Founders' Warrant
depending on whether the Over-Allotment Option is exercised in
whole or in part.
The closing is expected to occur on or about July 22, 2024.
Stikeman Elliott LLP is acting as Canadian legal counsel to
Mercer Park Opportunities and Mercer Park. Blake, Cassels &
Graydon LLP is acting as legal counsel to the Underwriter.
Access to the Final Prospectus and any amendment is provided in
accordance with securities legislation relating to procedures for
providing access to a final prospectus and any amendment. The Final
Prospectus is accessible on SEDAR+ at www.sedarplus.ca. An
electronic or paper copy of the Final Prospectus and any amendment
may be obtained, without charge, from Canaccord Genuity Corp. by
phone at 416-869-3052 or email at ecm@cgf.com by providing the
contact with an email address or address, as applicable.
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.
Completion of the Offering is subject to the receipt of
customary approvals, including regulatory approvals.
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.
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, failure to
complete the Offering 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.