SPAC delays $350M merger with stratospheric balloon startup World View – again

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The special-purpose acquisition company poised to take stratospheric balloon startup World View public is now under official deadline as shareholders voted to again push back the deadline by which it must complete the deal.

World View, which was founded a decade ago, was originally focused on using a fleet of stratospheric balloons to provide space tourism experiences. In the past five or so years, the company has instead emphasized the opportunity to fill “a critical gap in the remote sensing ecosystem,” as it said in an investor presentation from January. In that presentation, World View says that it has conducted more than 115 stratospheric flights, with current and past customers including NASA, the U.S. Air Force, and Sierra Nevada Corporation. In that presentation, the company projected earning $17 million in revenue this year across 15 flights, and up to $89 million by 2025 across 65 flights. (World View declined to comment on whether it was on track to hit this year’s target.)

World View announced that it would merge with the SPAC Leo Holdings Corp. II in January, and the two companies said they anticipated completing the business combination in the second quarter of this year. At the time, World View told investors that Leo had around $47 million cash in trust that it would use to scale its stratospheric flight operations.

But since that date, Leo has continually extended the date by which it must complete the merger. According to regulatory filings with the Securities and Exchange Commission (SEC), Leo has extended the deadline seven times since announcing the deal with World View, and 87.9% of shareholders recently voted to allow eleven more month-long extensions – until October 12, 2024.

Under SEC regulations, SPACs generally have two years to complete the merger with their target company after listing, according to Pitchbook. Should the SPAC be unable to convince shareholders to approve deadline-extensions, or should it exhaust those options, the rules require that the SPAC be liquidated.

World View declined to comment for this story “due to legal restrictions on material nonpublic information,” a spokesperson said. Leo did not respond to TechCrunch’s inquiry by publication time.

The blank-check firm had faced issues even before announcing the business combination. Regulatory filings show that Leo Holdings Corp II amassed $375 million in its January 2021 IPO. But two years later, and less than a week before announcing the World View merger, shareholders exercised their right to redeem a staggering $334 million of that value. The SPAC’s quarterly reports reflect the loss: in November 2022, the firm reported having $376.6 million on hand; six months later, that number had shrank to just $47.6 million.

Leo is not the only SPAC to have seen sky-high redemptions; according to SPAC Research, as cited by Russell Investments, over 90% of investors on average chose to redeem their shares in the first quarter of 2023. Unfortunately for World View, the redemptions have continued. In October, shareholders chose to redeem another $6.3 million in shares, which leaves the cash-in-trust that would go to World View to around $43 million.

Dozens of companies have entered the public markets by merging with a special purpose acquisition company, a shell or blank-check firm that raises capital through the public markets with the sole purpose of acquiring or merging with a private company to take it public. The space industry went through its own SPAC boom over the last two years, with major firms including Astra, Virgin Orbit, Satellogic, Momentus and a handful of others undergoing their own mergers.

But nearly all of them have badly missed their own financial projections; as a result, many companies’ market caps are just a small fraction of their valuation at the time the SPAC was announced. Some fared even worse: Virgin Orbit went bankrupt, and Astra seems close to following suit.

The boom-and-bust pattern is not unique to the space industry; as a result, the SEC has proposed imposing stricter rules on SPAC transactions. Data suggests a slowdown in SPAC transaction consummation across the board, which could explain at least part of the delay here – but not all of it. According to Mergermarket, the average time between a SPAC IPO and a merger completion was 22.5 months in the fourth quarter of 2022, versus just 11.2 months in the fourth quarter of 2021. However, it’s been over 34 months since Leo IPO’d; should the company be unable to complete the transaction, it must return the money to shareholders and liquidate.



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