VCV Digital Technology, a Bitcoin mining business, and Fortune Rise Acquisition announced today a definitive merger agreement that carries an enterprise value of approximately $294.1 million.
If approved, upon completion VCV Digital Technology is expected to be listed on the Nasdaq under new ticker symbol XVC.
The new company is expected to have a combined implied initial pro forma equity value of approximately $381.4 million, with the proposed business combination expected to provide approximately $99.7 million in gross proceeds from the cash held in trust by Fortune Rise, assuming no redemptions.
At closing, approximately 24.5 million shares of Fortune Rise common stock representing the initial merger consideration and 9.8 million shares of Fortune Rise common stock representing the earnout consideration will be issued to the target’s stockholders at the redemption price of Fortune Rise public shares (an implied value of $10.20 per share), according to the news release.
Earnout shares will be issued at the closing to pre-closing stockholders in the target and deposited into an escrow account either to be released to these stockholders if certain milestones are reached or to be forfeited if such milestones have not been reached by April 30, 2023. One fourth of the earnout shares (with an implied value of $25 million) will be released to pre-closing stockholders if an aggregate of 4,500 miners are deployed. An additional one fourth of the earnout shares (with an implied value of $25 million) will be released for each additional tranche of 2,000 miners deployed through April 30, 2023, up to a total of an additional 6,000 miners, for total earnout consideration of $100 million implied value. Read more.
