S-4 Filing

The target is a U.K.-based autonomous vehicle technology company acquired from Aim Technologies Group by British automotive entrepreneur Steven Lake.

The prospectus is for up to 135,781,734 shares of common stock, plus 40 million potential earnout shares.

The deal was announced in March 2023 at a pro forma enterprise value of approximately $847 million, assuming no redemptions.

The SPAC in December sold the sponsor’s stake to Mecury Capital for $1.

Papaya also reduced the amount the sponsor would deposit into trust if the extension passes.

Although the SPAC has a merger agreement with Digital Virgo, the target wants out. Digital Virgo has twice notified the SPAC of its intention to terminate the deal, while Goal Acquisitions continues to resist.

Onyx has been in “advanced discussions” for more than a year about a potential merger with Helios Energy Transition Infrastructure, although a formal agreement has yet to be announced.

Fulton AC I earlier this month bought the original sponsor's shares and warrants, and took over management of the SPAC. Potential merger targests have since been identified and discussions have begun, according to the proxy.

Atlanta-based ScanTech Indentification Beam Systems develops next-generation ‘fixed-gantry’ computed tomography (CT) screening systems to detect hazardous materials and contraband in baggage and cargo.

At deal announcement a year ago, terms called for Psyence to receive a minimum of $20 million cash held in trust. Newcourt raised $220 million in an October 2021 IPO, although the account is now down to approximately $12.8 million as of Jan. 9, according to the proxy.