- New Business Combination transaction terms adjust W3BCLOUD’s
pro forma enterprise value from $1.25 billion to $700 million
- SLAC announces Non-Redemption Agreements of $6.5 million
- W3BCLOUD agrees to reduced minimum cash balance condition
required at closing to $40 million
- W3BCLOUD enters into a term sheet for $150 million committed
equity facility to fuel growth strategy
- SLAC stockholders will vote on Extension at special meeting of
SLAC stockholders
Publicly traded special purpose acquisition company Social
Leverage Acquisition Corp I (NASDAQ: SLAC) (“SLAC”) and W3BCLOUD
Holdings Inc. (“W3BCLOUD”), a leading storage and compute
infrastructure provider for Web3, today announced they have revised
the valuation of their previously announced business combination
transaction (the “Business Combination”). This strategic decision
was made in recognition of W3BCLOUD’s commitment to driving
long-term value creation for all shareholders. The new transaction
terms, effected through an amendment to the business combination
agreement executed today, adjust the pro forma enterprise value of
W3BCLOUD from approximately $1.25 billion to approximately $700
million, a ~44% reduction.
SLAC also announced that W3BCLOUD has agreed to lower the
minimum cash balance condition required to be satisfied at the
closing of the Business Combination from $150 million to $40
million. As previously announced on August 1, 2022, W3BCLOUD has
received commitments for $50 million from certain existing
securityholders for new investments in connection with the Business
Combination, subject to certain conditions.
Additionally, SLAC announced today that it entered into voting,
share purchase and non-redemption agreements (the “Non-Redemption
Agreements”) with certain holders of SLAC’s Class A common stock,
who have agreed to vote in favor of the proposal to extend the time
SLAC has to complete an initial business combination by nine
months, from May 17, 2023 to February 17, 2024 (the "Extension").
The purpose of the Extension is to provide additional time for SLAC
and W3BCLOUD to complete the Business Combination. SLAC
stockholders of record as of April 20, 2023 will be asked to
approve the Extension at the special meeting of its stockholders to
be held with respect to the Extension (the “Extension Meeting”). In
connection with the Extension Meeting, SLAC has filed with the
Securities and Exchange Commission (the “SEC”) a preliminary proxy
statement, which will be mailed (if and when available) to all SLAC
stockholders once definitive, and certain other related documents,
which will be distributed to all SLAC stockholders in connection
with SLAC’s solicitation of proxies for the vote by SLAC’s
stockholders with respect to the Extension.
Under the Non-Redemption Agreements, stockholders holding a
total of 650,000 shares of SLAC’s Class A common stock,
representing approximately $6,500,000 of funds in SLAC’s trust
account, agreed not to redeem their shares in connection with the
Extension Meeting and certain other votes of SLAC’s stockholders,
and to vote in favor of the Extension and the Business Combination.
In exchange for the foregoing commitments, SLAC has agreed to issue
to such non-redeeming stockholders shares of SLAC’s Class A common
stock upon the closing of the Business Combination, provided such
non-redeeming stockholders continue to hold the non-redeemed shares
through the vote of SLAC stockholders on the consummation of the
Business Combination. The Non-Redemption Agreements are intended to
secure capital in SLAC’s trust account so that SLAC can meet the
minimum cash balance condition and continue to negotiate the
Business Combination. No assurances can be made that SLAC’s
proposed Business Combination with W3BCLOUD will be
consummated.
W3BCLOUD also announced today that W3BCLOUD and SLAC had entered
into a non-binding term sheet with B. Riley Principal Capital II,
LLC (“B. Riley”) for a $150 million committed equity facility to
further support W3BCLOUD’s growth strategy. The term sheet covers a
committed equity facility that provides W3BCLOUD with the right,
without obligation, to sell and issue up to $150 million of its
Class A common stock over a period of 24 months to B. Riley at
W3BCLOUD’s sole discretion, subject to certain limitations and
conditions. The availability of the B. Riley facility remains
subject to definitive documentation.
“W3BCLOUD is the emerging Web3 storage and compute
infrastructure leader. Having financial flexibility is key to
successfully executing our growth strategy,” said Sami Issa, CEO of
W3BCLOUD. “We have evaluated the capital markets and believe that
the B. Riley facility is the most cost-effective option to provide
incremental capital needed to thoughtfully fuel our growth.”
Perella Weinberg Partners is acting as exclusive financial
advisor to W3BCLOUD. B. Riley Securities is acting as capital
markets advisor and PIPE placement agent to SLAC. Blueshirt Capital
Advisors is serving as an investor relations advisor to W3BCLOUD.
Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal
counsel to W3BCLOUD. Ropes & Gray LLC is acting as legal
counsel to SLAC. Duane Morris LLP is acting as legal advisor to B.
Riley Securities.
Further details on the transactions described above are
contained in a Current Report on Form 8-K filed with the SEC on
April 21, 2023.
Important Information about the Business Combination and
Where to Find It
In connection with the Business Combination, SLAC has filed with
the SEC a preliminary proxy statement, which will be mailed (if and
when available) to all SLAC stockholders once definitive (the
“Proxy Statement”), and certain other related documents, which will
be distributed to all SLAC stockholders in connection with SLAC’s
solicitation of proxies for the vote by SLAC’s stockholders with
respect to the Business Combination as well as other matters as may
be described in the Proxy Statement. This press release is not
intended to be, and is not, a substitute for the preliminary proxy
statement or any other document that SLAC has filed or may file
with the SEC in connection with the Business Combination. SLAC’s
stockholders and other interested persons are advised to read, when
available, the Proxy Statement, as well as other documents filed
with the SEC in connection with the Business Combination, as these
materials will contain important information about the parties to
the Business Combination Agreement, SLAC and the Business
Combination. Copies of the preliminary proxy statement and
definitive proxy statement and all other relevant materials for the
Business Combination filed or that will be filed with the SEC may
be obtained free of charge at the SEC’s website at www.sec.gov. In
addition, the documents filed by SLAC may be obtained for free by
directing a request to: Social Leverage Acquisition Corp I, 8390
E.Via De Ventura, Suite F110-207, Scottsdale, Arizona 85258,
Attention: Howard Lindzon.
Participants in the Solicitation
SLAC, W3BCLOUD and certain of their respective directors,
executive officers and certain employees and other persons may be
deemed to be participants in the solicitation of proxies from
SLAC’s stockholders in connection with the proposed transaction.
Security holders may obtain information regarding the names,
affiliations and interests of SLAC’s directors and executive
officers in SLAC’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2022, which was filed with the SEC on March 29,
2023. A list of the names, affiliations and interests of SLAC’s
directors and executive officers in SLAC is contained in SLAC’s
preliminary proxy statement originally filed on September 9, 2022,
as subsequently amended. Investors may obtain additional
information regarding the interests of participants in the
solicitation of proxies from SLAC’s stockholders in connection with
in the proposed transaction, which may, in some cases, be different
than those of SLAC’s stockholders generally, by reading the proxy
statement relating to the proposed transaction when it is filed
with the SEC and other materials that may be filed with the SEC in
connection with the proposed transaction when they become
available. These documents (when available) may be obtained free of
charge from the SEC’s website at www.sec.gov or by directing a
request to: Social Leverage Acquisition Corp I, 8390 E.Via De
Ventura, Suite F110-207, Scottsdale, Arizona 85258, Attention:
Howard Lindzon.
No Offer or Solicitation
This press release shall not constitute a solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the Business Combination. This press release shall
also not constitute an offer to sell or the solicitation of an
offer to buy any securities, nor shall there be any sale of
securities in any states or jurisdictions in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act.
Forward-Looking Statements
This press release includes forward-looking statements. These
forward-looking statements generally can be identified by the use
of words such as “anticipate,” “expect,” “plan,” “could,” “may,”
“will,” “believe,” “estimate,” “forecast,” “goal,” “project,” and
other words of similar meaning. These forward-looking statements
address various matters including pricing and market opportunity,
the satisfaction of closing conditions to the Business Combination
and any related transactions, the level of redemptions by SLAC’s
public stockholders and the timing of the completion of the
Business Combination, including the anticipated closing date of the
Business Combination and the use of the cash proceeds therefrom and
the execution and delivery of the definitive agreements and the
availability of the B. Riley facility. Each forward-looking
statement contained in this press release is subject to risks and
uncertainties that could cause actual results to differ materially
from those expressed or implied by such statement. Applicable risks
and uncertainties include, among others, (i) changes in domestic
and foreign business, market, financial, political and legal
conditions; (ii) the inability of the parties to successfully or
timely consummate the Business Combination, including the risk that
the approval of the stockholders of SLAC are not obtained; (iii)
the ability to maintain the listing of SLAC or the combined
company’s securities on the stock exchange; (iv) the inability to
complete any private placement financing or the completion of any
private placement financing with terms unfavorable to stockholders;
(v) the risk that the Business Combination disrupts current plans
and operations of SLAC or W3BCLOUD as a result of the announcement
and consummation of the transactions described herein; (vi) the
risk that any of the conditions to closing are not satisfied in the
anticipated manner or on the anticipated timeline; (vii) the
failure to realize the anticipated benefits of the Business
Combination; (viii) risks relating to the uncertainty of the
projected financial information with respect to W3BCLOUD and costs
related to the Business Combination; (ix) the amount of redemption
requests made by SLAC’s public stockholders; (x) the ability of
SLAC or the combined company to obtain financing, if any, in
connection with the Business Combination; (xi) the ability to
negotiate and execute definitive agreements with respect to the B.
Riley facility; (xii) risks related to digital assets technology,
industry and regulations; (xiii) changes in laws and regulations;
and (xv) the risks identified under the heading "Risk Factors" in
SLAC’s Annual Report on Form 10-K for the year ended December 31,
2022, filed with the SEC on March 29, 2023, and other documents
SLAC files with the SEC. We caution investors not to place
considerable reliance on the forward-looking statements contained
in this press release. You are encouraged to read SLAC’s filings
with the SEC, available at www.sec.gov, for a discussion of these
and other risks and uncertainties. The forward-looking statements
in this press release speak only as of the date of this document,
and we undertake no obligation to update or revise any of these
statements. Our business is subject to substantial risks and
uncertainties, including those referenced above. Investors,
potential investors, and others should give careful consideration
to these risks and uncertainties.
About Social Leverage Acquisition Corp I
Social Leverage Acquisition Corp I is a blank check company,
also commonly referred to as a SPAC, formed for the purpose of
effecting a business combination with a company, with a primary
focus on innovative and mission-driven businesses in the financial
technology, enterprise software, or consumer technology
sectors.
About W3BCLOUD
W3BCLOUD provides the storage and compute infrastructure to
power the decentralized application layer for Web3 protocols.
Founded in 2018, W3BCLOUD is a joint venture among AMD, ConsenSys,
and W3BCLOUD’s founders.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230420006014/en/
Social Leverage Acquisition Corp I Media Douglas Horlick
doug@socialleverage.com
W3BCLOUD Investor Relations: Greg McNiff The Blueshirt Group
investors@W3BCLOUD.com
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