US SPACs Data Hub

Annual summary of de-SPAC transactions in the US

This chart shows de-SPACs in the US by volume and value between January 2019 and March 30, 2023.

January 1, 2019 to March 30, 2023

Source: Refinitiv, an LSEG business

Quarterly summary of de-SPAC transactions in the US

This chart shows de-SPACs in the US by volume and value between January 2019 and March 30, 2023.

January 1, 2019 to March 30, 2023

Source: Refinitiv, an LSEG business

Number of de-SPAC deals in the US by target industry

This chart shows de-SPACs in the US by volume, value and target industry between January 2022 and March 30, 2023.

January 1, 2019 to March 30, 2023

Source: Refinitiv, an LSEG business

Top-three largest de-SPAC deals:

• Kernel Group Holdings and AIRO Group Holdings in a US$1.1 billion deal
• Marblegate Acquisition Corp. and DePalma in a deal worth US$755 million
• World View Enterprises and Leo Holdings Corp. II in a US$350 million transaction

The industrials sector was the largest by de-SPAC deal value and second-largest by deal count in Q1 2023, with eight deals worth a combined US$3.17 billion.

Industrials businesses have been impacted by rising energy, wage and capital expenditure costs, but overall dealmaking in the sector has proven resilient, as companies turn to M&A to repurpose supply chains, decarbonize production and upgrade technology in areas like automation and AI.

In the largest industrials de-SPAC deal of the year so far, Kernel Group Holdings agreed to combine with aerospace and defense company AIRO Group Holdings in a US$1.1 billion deal that aims to accelerate the development of AIRO’s air taxi project, which has been developed out of AIRO's drone and AI programs⁵.

Marblegate Acquisition Corp. led the second-largest industrials de-SPAC deal of the quarter with its US$755 million combination with DePalma, a company holding taxi operation licenses in New York, Philadelphia and Chicago⁶. The combination of World View Enterprises, a stratospheric flight and exploration business⁷, with Leo Holdings Corp. II in a US$350 million transaction, ranked third.

_{5 https://www.flyingmag.com/kernel-group-holdings-to-merge-with-evtoldeveloper-airo-group/
6 https://news.spacconference.com/2023/02/22/marblegate-acquisitionmerging-with-depalma-companies-in-755m-deal/
7 https://www.businesswire.com/news/home/20230112005881/en/Stratospheric-Exploration-Leader-World-View-to-Go-Public-via-SPAC-Deal-with-Leo-Holdings-Corp.-II}

Top-three largest de-SPAC deals:

• Honeycomb Battery Co. valued at US$954.6 million in a deal with Nubia Brand International Corp.
• Plum Acquisition Corp. I backed Sakuu in a US$600 million deal
• Drilling Tools International in a US$209.27 million deal with Roc Energy Acquisition Corp.

High energy prices and energy transition have boosted broader M&A activity in the energy and power sector, with momentum carrying over into de-SPAC transaction activity.

Energy and power was only the fifth-largest sector for de-SPAC deal value and volume in 2022, but ranked as the joint third-largest sector by deal count and secondlargest by deal value in Q1 2023, with five deals worth US$1.88 billion.

With oil & gas prices recovering from pandemic lows, visibility on earnings at traditional energy companies has improved, supporting investment. The huge outlay required to achieve net-zero carbon emissions targets (McKinsey estimates that annual average spending on physical assets will have to hit US$9.2 trillion between now and 2050 to meet decarbonization targets⁸), meanwhile, has also spurred transaction flow.

Indeed, the largest de-SPAC transaction in the sector in Q1 2023 saw Nubia Brand International Corp. agree to a US$954.6 million deal with Honeycomb Battery Co., a developer of batteries for electric vehicles⁹.

Another battery asset delivered the second-largest de- SPAC deal in energy and power, with Plum Acquisition Corp. I, a SPAC headed by former Xerox chief executive and Uber and ExxonMobil board member Ursula Burns, agreeing to combine with Sakuu for US$600 million. Sakuu has developed a proprietary mix of battery chemistry solutions used across a range of battery applications¹⁰.

In the oil & gas space Roc Energy Acquisition Corp. agreed with oilfield services company Drilling Tools International to combine in a US$209.27 billion de-SPAC deal¹¹.

_{8 https://www.mckinsey.com/capabilities/sustainability/our-insights/the-net-zerotransition-what-it-would-cost-what-it-could-bring
9 https://www.theglobalgraphenegroup.com/honeycomb-generates-buzz-viaspac-merger/
10 https://www.businesswire.com/news/home/20230302005883/en/Sakuuto-Become-Publicly-Traded-Company-via-Business-Combination-with-Plum-Acquisition-Corp.-I
11 https://www.prnewswire.com/news-releases/drilling-tools-internationala-leading-oilfield-services-company-to-list-on-nasdaq-through-businesscombination-with-roc-energy-acquisition-corp-301745960.html}

Top-three largest de-SPAC deals:

• Nowtransit Inc. and Best 365 Labs in a US$446.82 million deal
• Calidi Biotherapeutics and First Light Acquisition Group Inc. in a US$253.5 million
• Aesther Healthcare Acquisition Corp. and Ocean Biomedical in a deal worth US$232.62 million

Healthcare delivered more de-SPAC deals than any other sector in Q1 2023, with its ten transactions accounting for a quarter of total de-SPAC deal volume for the first three months of the year.

The sector ranked third by deal value, with US$1.46 billion worth of de-SPAC transactions. The sector’s defensive characteristics in an economic downturn have continued to appeal to SPACs searching for deal targets, with the US$446.82 billion de-SPAC deal between Nowtransit Inc. and Best 365 Labs the largest healthcare de-SPAC in the first quarter.

Other notable healthcare deals included First Light Acquisition Group Inc. making a US$253.5 million move for Calidi Biotherapeutics; and Ocean Biomedical agreeing a US$232.62 million deal with Aesther Healthcare Acquisition Corp.

Calidi is a Californian clinical-stage biotechnology company in the oncolytic virus therapy space, and proceeds from the de-SPAC deal will help to fund the company’s development programs¹². Ocean Biomedical, which initially explored an IPO before opting for a SPAC deal¹³, develops therapies for cancer, pulmonary fibrosis and malaria¹⁴.

_{12 https://www.globenewswire.com/en/news-release/2023/01/09/2585454/0/en/Calidi-Biotherapeutics-and-First-Light-Acquisition-Group-FLAG-Announce-Merger-Agreement-to-Create-a-Publicly-Listed-Clinical-Stage-Biotechnology-Company-Utilizing-Stem-Cell-Based-P.html
13 https://www.renaissancecapital.com/IPO-Center/News/97571/Biotech-Ocean-Biomedical-withdraws-$22-million-IPO-following-completion-of-
14 https://www.globenewswire.com/news-release/2023/02/15/2608668/0/en/Ocean-Biomedical-Debuts-as-Publicly-Traded-Company-Focused-on-Accelerating-the-Commercialization-of-Innovative-Assets-from-Research-Universities-and-Medical-Centers.html}

Largest de-SPAC deals:

• Vahanna Tech Edge Acquisition I Corp. and Roadzen in a US$965 million deal
• Live Oak Mobility Acquisition Corp and One Americas Holdings in a US$65 million
• Capitalworks Emerging Markets Acquisition Corp agreed to combine with Lexasure Financial Group

Financials ranked as fifth-largest sector for de-SPAC deal volume and fourth- largest by value in Q1 2023, registering three transactions valued at US$1.03 billion.

A single transaction, however, accounted for almost all of the sector’s deal value, with Vahanna Tech Edge Acquisition I Corp. agreeing to combine with Roadzen in a de-SPAC deal worth just shy of US$1 billion.

Insuretech platform Roadzen is focused on the global driver insurance industry and uses technology to offer discounted premiums and slicker claims processing. The business has embedded telematics and AI tools into its products and has secured insurance distribution licenses across multiple global markets.

The only two other deals in the space were significantly smaller, with the second-largest de-SPAC deal in the sector—Live Oak Mobility Acquisition Corp’s combination with One Americas Holdings—valued at well below the US$100 million threshold.

Moving into Q2 2023, securing jumbo deals like Roadzen in the financials space could prove more challenging as investors and SPAC sponsors assess the fallout from the failure of tech-focused bank SVB on the sector, where stock prices are down by more than 8 percent this year¹⁵.

_{15 https://www.marketwatch.com/investing/index/djusfv?countrycode=xx. As at 6 April 2023}

Top three largest de-SPAC deals:

• Compute Health Acquisition Corp. and Allurion Technologies in a US$481 million transaction
• Stratim Cloud Acquisition Corp. and Force Pressure Control in a deal worth US$271.65 million
• Oxbridge Acquisition Corp. and Jet token in a US$105 million deal

Inflation and high energy prices have weighed on consumer products and services businesses over the past 12 months, with squeezed consumers tightening the purse strings. The Dow Jones US Consumer Goods Index is down by close to 15 percent over the past 12 months16.

Despite this challenging backdrop, SPAC sponsors have continued to see value in the sector, which was the fourth-largest for de-SPAC deal volume in Q1 2023 with four deals, and the fifth-largest by deal value, with transactions valued at a combined US$857.65 million.

SPAC sponsors have focused on niche, resilient consumer sub-sectors, like consumer health, as seen in Compute Health Acquisition Corp.’s move for Allurion Technologies, a developer of weight loss technology targeted at the 650 million obese adults worldwide, in a US$481 million transaction¹⁷.

In the air travel sub-sector, which has enjoyed a post-lockdown uplift, meanwhile, private aviation booking and membership platform Jet Token agreed to a US$105 million deal with Oxbridge Acquisition Corp.

_{17 https://www.businesswire.com/news/home/20230209005195/en/Allurion-a-Global-Leader-in-Weight-Loss-Technology-to-Become-Publicly-Listed-Through-Business-Combination-With-Compute-Health-Acquisition-Corp.}

Annual breakdown of US-listed SPAC IPOs

This chart shows the breakdown of annual SPAC IPOs listed on the US stock exchanges by volume between January 2019 and March 30, 2023.

January 1, 2019 to March 30, 2023

Source: Refinitiv, an LSEG business

2022 quarterly breakdown of US-listed SPAC IPOs

This chart shows the quarterly breakdown of SPAC IPOs listed on the US stock exchanges by volume between January 2022 and March 30, 2023.

January 1, 2022 to March 30, 2023

Source: Refinitiv, an LSEG business

Annual Nasdaq and NYSE breakdown of US-listed SPAC IPOs

This chart shows the breakdown of annual SPAC IPOs listed on Nasdaq and the NYSE by volume.

January 1, 2019 to March 30, 2023

Source: Refinitiv, an LSEG business

Top 10 US SPAC IPO issuers by proceed amount

This chart shows the top-10 US SPAC IPO issuers between January 2019 and March 2023.

January 1, 2019 to March 30, 2023

Source: Refinitiv, an LSEG business

Issuer by number of US SPAC IPO listings

The following charts show US SPAC IPOs by the issuer (by number of issues for 2022, 2021, 2020 and 2019).

Q1 2023

Full-year 2022

Source: Refinitiv, an LSEG business

Full-year 2021

Source: Refinitiv, an LSEG business

Full-year 2020

Source: Refinitiv, an LSEG business

Full-year 2019

Source: Refinitiv, an LSEG business

Issuer by number of US SPAC IPO listings

This chart shows US SPAC IPOs by the issuer nation (by number of issues between January 2022 and March 2023).

January 1, 2019 to March 30, 2023

Source: Refinitiv, an LSEG business

_{The issuer's country is based on the address for notices provided by a SPAC on its registration statement and other relevant sources, and does not necessarily reflect the SPAC’s jurisdiction of incorporation or formation.}

Deal advisers are preparing for a busy period of de-SPAC deal activity, as SPAC sponsors move to get deals done before investment periods run out.

After a rocky 2022, where year-on-year de-SPAC deal value cratered by more than 80 percent, deal advisers are readying for a potentially frenetic period of SPAC transaction activity in the coming months.

At the start of 2023, there were more than 300 SPACs, holding in excess of US$70 billion, that had until the middle of the year to close a deal, according to Dealogic figures quoted by the Wall Street Journal¹⁸.

Although these figures include SPACs that have announced deals that are yet to close, the capital piles sitting in SPACS and approaching investment deadlines (SPACs have 18 to 24 months to identify and target and complete deal after raising capital via an IPO) still point to a busy period of de-SPAC dealmaking ahead.

The pent-up demand for deals comes after a tense close to 2022, when many SPAC sponsors feared that their SPAC vehicles would be liable for a 1 percent buyback tax on any cash returned to investors in the event that they did not close a deal within the required timeframe¹⁹. For many sponsors the risk was too high, prompting record levels of SPAC liquidations in December 2022, as sponsors moved to hand cash back to investors early in case the new rules came into force²⁰.

In January, however, the Treasury Department and IRS advised that SPAC liquidations would not be subject to the tax, taking liquidation tax risk off the table and allowing SPACs to keep hunting for transactions.

This bodes well for an uptick in de-SPAC deals, but also comes with risks. Investors will be wary of SPACs chasing marginal assets before deal deadlines. Deal markets remain choppy and unpredictable.

The SPAC structure, however, is nothing if not nimble and may end up better suited to complex deals than the 2021 bull market, characterized by fierce competition and high entry valuations.

In the search for deals, SPACs are exploring opportunities beyond the well-trodden US markets. De-SPAC targets have been found in Australia, Mexico, Brazil and Israel in Q1 2023²¹, as SPAC sponsors apply themselves and search for value.

SPACs also continue to offer companies seeking to go public solutions for spin-offs and switching stock exchanges while raising capital. In times of complexity, the SPAC structure can be a good fit²².

_{18 https://www.wsj.com/articles/good-news-on-taxes-came-too-late-for-many-spacs-11672867533. See par 6
19 https://www.wsj.com/articles/good-news-on-taxes-came-too-late-for-many-spacs-11672867533. See par 5
20 https://www.wsj.com/articles/good-news-on-taxes-came-too-late-for-many-spacs-11672867533. See par 1
21 https://www.bloomberg.com/news/articles/2023-04-04/deal-needy-spacs-scour-the-globe-for-targets-as-deadlines-loom?leadSource=uverify%20wall. See par 4
22 https://www.bloomberg.com/news/articles/2023-04-04/deal-needy-spacs-scour-the-globe-for-targets-as-deadlines-loom?leadSource=uverify%20wall. See pars 7-8}