S-4 Filing

In a separate press release, the SPAC also disclosed today that it is "working diligently" toward a merger agreement with a target in the fintech sector.

The target has a pre-transaction equity value of $375 million, subject to certain adjustments.

The SPAC said if redemptions hit 86% ahead of the vote or reduces the trust to $5 million or less, it will not proceed with an extension.

The SPAC raised $210 million in a January 2021 IPO to focus on companies engaged in carbon reduction initiatives that address global warming.

Last month the parties said they have agreed to remove the $180 million minimum cash condition for closing, provided the SPAC uses commercially reasonable efforts to secure additional financing. 

As announced in August, the deal had an expected combined pro forma enterprise value of approximately $345 million, assuming no redemptions. In the latest regulatory filing, the deal is now valued at $240 million.

The sponsor in August deposited $575,000 (10 cents per share) into the trust to secure a deadline extension until Nov. 10.

Negotiations for a definitive agreement with a potential target are underway, but management believes there is insufficient time to close a deal before the current Dec. 2 deadline.

The transaction has been hamstrung by namesake founder Kazuo Okada’s often forceful efforts to reclaim his spot at the company, including a brief physical takeover of the hotel earlier this year.

The SPAC raised $200 milion in a February 2020 IPO with plans to focus on companies with music content and new business models driven by technological innovation, social interaction, and consumer connectivity.