S-4 Filing

Terms call for the issuance of approximately 54,860,842 shares to GCT stakeholders, who would control approximately 68.7% of the company. The deal also has the support of a $29.9 million PIPE.

Redemptions ahead of the last extension vote, in September, left about $4.2 million in the SPAC’s trust, with 406,609 shares outstanding.

DP Cap raised $200 million in a December 2021 IPO, although redemptions since them have eaten away at the SPAC’s cash in trust, which was down to about $44 million as of Dec. 31.

The SPAC also had called a Jan. 30 meeting for shareholders to vote on the proposed merger with Cognos Therapeutics, but that vote was pushed to Feb. 6 so Nocturne could continue to solicit proxies.

The SPAC in July last year announced a merger deal with Spinal Stabilization Technologies, a medical device company.

The proposed transaction has a pro forma enterprise value of $661 million, which includes 20 million performance-based earnout shares.

The deal had a pro forma enterprise value of $707.25 million when announced a year ago.

Multiple tweaks were made to the deal terms last month on the proposed merger.

Frontier raised $200 million in a July 2021 IPO to focus on the technology, digital media, e-commerce, financial technology, or digital services sectors. It is now down to about $29 million in trust.

Capitalworks has a merger agreement with reinsurance and digital insurance provider Lexasure Financial Group, announced last March at a pre-money equity value of $250 million.