S-4 Filing

Longevity in August agreed to waive the deal’s $30 million cash closing condition.

Terms call for the combined company to have at least $38 million in net cash at closing. Existing Picard Medical holders are rolling 100% of their equity into the merged enterprise.

A vote was originally scheduled in October but delayed to “allow more time for the parties to consider and finalize financing and transaction terms,” the SPAC said at the time.

Shareholders approved the deal last month, although redemtpions since the SPAC's $50 million IPO in June 2021 have removed 99% of the trust.

At deal announcement in February, terms called for Nubia to issue 70 million shares of its common stock to Honeycomb investors, plus contingent earnout payments of up to 22.5 million shares if certain stock price targets are met.

The proposal does not include additional monthly contributions to the trust account.

The aggregate consideration to DevvStream stockholders will be newly issued shares of common stock in the combined company equal to $145 million, plus the aggregate exercise price of the outstanding DevvStream options and warrants

Slam in 2021 was briefly in merger talks with Italy-based Panini SpA, which makes sports stickers, cards and other collectibles, but nothing came of it after Panini failed to renew two licensing deals with the National Basketball Association and National Football League.

Since its public float, the SPAC has been focused on businesses in the Asian market, including China, with an enterprise value between $300 million and $500 million.

RCF raised $200 million in an IPO two years ago and has been focused since on targeting businesses of scale across the critical minerals value chain.