Alpha Partners Technology in an 8-K said it sold the sponsor’s stake in the SPAC to Mecury Capital for $1.
Mercury purchased 3,902,648 founder units, each consisting of one Class B share and one-third of a warrant to acquire a Class B share, and became entitled to 70% of 2,030,860 founder units that Alpha Partners sponsor placed in escrow for distributing to investors who hold and do not redeem their Class A shares.
Alpha Partners Sponsor and Mercury Capital each agreed to pay $112,500 in extension contributions in December 2023 and this month. In addition, Alpha Partners Sponsor agreed to pay certain liabilities of the SPAC accrued and outstanding and will deliver founder units to Mercury Capital to the extent such liabilities are unsatisfied or Alpha Partners Sponsor’s obligation to make extension contributions is not satisfied.
Alpha Partners last month disclosed it was considering selling the sponsor stake, which also results in a change of management.
Additionally, Mercury Capital and Palmeira Investment entered into a subscription agreement under which Mercury may raise up to $1.5 million from Palmeira to fund extension payments and working capital, including $250,000 at the signing of the subscription agreement and another $250,000 on Feb. 1, and as otherwise called by Mercury Capital in its discretion. At the closing of a business combination, Mercury will forfeit 0.85 Class B shares, and the SPAC will issue an equal number of shares of its common stock to the Palmeira for each dollar funded. If a merger does not occur, Mercury will not forfeit any shares.
Palmeira has the right to appoint one representative to the SPAC’s board and Mercury agreed to vote its shares in favor of that nominee. In addition, the SPAC agreed not to enter into a definitive agreement for a merger without the prior written consent of Mercury Capital and Palmeira.
The SPAC in July said it signed a non-binding letter-of-intent for a business combination with Glowforge, a manufacturer of 3D laser printers. Read more.
