MDlaxfan76 wrote: ↑Thu Oct 21, 2021 4:14 pm
youthathletics wrote: ↑Thu Oct 21, 2021 3:34 pm
seacoaster wrote: ↑Thu Oct 21, 2021 2:57 pm
youthathletics wrote: ↑Thu Oct 21, 2021 1:13 pm
seacoaster wrote: ↑Thu Oct 21, 2021 10:10 am
The Former Guy announced last night the upcoming rollout of a social media platform called "TRUTH." Like Pravda.
Posted it on facegram instabook thread.
Thank god; we need to get the word out because "conservatives" (cultists, and alternative fact-manufacturers ("AFMs")) need to know there is a safe place for them to complain about, you know, being a white minority and stuff!!!
You mean you missed out on all the cash flow....
https://www.cnbc.com/2021/10/21/trump-l ... -deal.html
whole bunch of grifting going on with this one.
I earlier asked for the over and under on how long before they run afoul of the SEC and/or are sued for fraud?
Are we talking weeks, months, years...?
I'm in the two year zone, but only because it typically takes that long before action gets taken to shut down a con game.
And this one feels like it has some legs before they blow it up.
Watch the institutional investors take to the exit....that could happen sooner. Cash their chips.
Same promoter, Patrick Orlando, as this SPAC. And the underwriter, I sh*t you not, EF Hutton (whom I thought disappeared 30yrs ago)
https://sec.report/Document/0001104659- ... WFU2OUJqRA..
This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one share of our Class A common stock and one-half of one redeemable warrant as described in more detail in this prospectus. Only whole warrants are exercisable. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as described herein. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The underwriters have a 45-day option from the date of this prospectus to purchase up to an additional 4,500,000 units to cover over-allotments, if any.
Eleven qualified institutional buyers or institutional accredited investors, namely (i) accounts or funds managed by Radcliffe Capital Management, L.P., (ii) Meteora Capital Partners, LP (an affiliate of Glazer Capital LLC), (iii) Castle Creek Strategies (and sub-funds associated with Castle Creek), (iv) The K2 Principal Fund L.P., (v) Context Partners Master Fund LP, (vi) Boothbay Absolute Return Strategies, LP (or its affiliate Boothbay Diversified Alpha Master Fund LP, commonly controlled by Boothbay Fund Management LLC), (vii) investment funds and accounts managed by Shaolin Capital Management, LLC, (viii) Hudson Bay Master Fund Ltd. and/or its affiliates, (ix) Saba Capital Master Fund, Ltd., Saba Capital Master Fund II, Ltd., Saba Capital Master Fund III, LP and Saba Capital SPAC Opportunities, Ltd., (x) D. E. Shaw Valence Portfolios, L.L.C. and (xi) Yakira Capital Management, Inc. (none of which are affiliated with any member of our management, our sponsor or any other anchor investor), which we refer to as the “anchor investors”, have entered into investment agreements with our sponsor and us pursuant to which they each expressed an interest to purchase up to 8.3% of the units sold in this offering (excluding any units sold upon exercise of the underwriters’ over-allotment option), or 2,490,000 units (which would aggregate to 91.3% of the units subject to this offering if all such indications of interest become confirmed orders in full following effectiveness of the registration statement of which this prospectus forms a part). We do not expect that all of the anchor investors will be allocated the full 8.3% of the units to be sold, and such allocations will be determined by the underwriters, subject to satisfying Nasdaq initial listing requirements, including the minimum number of round lot holders. There can be no assurance that the anchor investors will acquire any units in this offering, or as to the amount of such units the anchor investors will retain, if any, prior to or upon the consummation of our initial business combination. In addition, none of the anchor investors has any obligation to vote any of their public shares in favor of our initial business combination.
Subject to each anchor investor purchasing 100% of the units allocated to it, in connection with the closing of this offering, our sponsor will sell 150,000 founder shares to each anchor investor, or an aggregate of 1,650,000 founder shares to all 11 anchor investors, at a purchase price of approximately $0.0029 per share. For a discussion of certain additional arrangements with our anchor investors, see “Summary — The Offering — Expressions of Interest.”
We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of our Class A common stock upon the completion of our initial business combination, subject to the limitations described herein. If we are unable to complete our initial business combination within 12 months from the closing of this offering (or up to 18 months, if we extend the time to complete a business combination as described in this prospectus), we will redeem 100% of the public shares for cash, subject to applicable law and certain conditions as further described herein.
Our sponsor, ARC Global Investments II LLC, has agreed to purchase an aggregate of 1,174,109 placement units (or 1,320,359 placement units if the underwriter’s over-allotment option is exercised in full) at a price of $10.00 per unit, for an aggregate purchase price of $11,741,090 ($13,203,590 if the over-allotment option is exercised in full). Each placement unit will be identical to the units sold in this offering, except as described in this prospectus. The placement units will be sold in a private placement that will close simultaneously with the closing of this offering.
Our initial stockholders own an aggregate of 8,625,000 shares of our Class B common stock (up to 1,125,000 shares of which are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised), which will automatically convert into shares of Class A common stock at the time of the consummation of our initial business combination, on a one-for-one basis, subject to adjustment as described herein.
Currently, there is no public market for our units, Cl
ass A common stock or warrants. We have applied to list our units on The Nasdaq Global Market, or Nasdaq, under the symbol "DWACU". We expect the Class A common stock and warrants comprising the units will begin separate trading on the 90th business day following the date of this prospectus unless EF Hutton, division of Benchmark Investments, LLC (the “representative”) informs us of its decision to allow earlier separate trading, subject to our satisfaction of certain conditions. Once the securities comprising the units begin separate trading, we expect that the Class A common stock and warrants will be listed on Nasdaq under the symbols "DWAC" and “DWACW,” respectively.
BENE SPAC – BENESSERE AIMING FOR TECH IN LATIN AMERICA
Dia De Los Muertos (Day of the Dead) Celebration
INTRODUCTION TO BENESSERE (BENE SPAC)
Benessere Capital Acquisition (NYSE:BENE) raised $100M targeting middle market technology businesses in the Americas. The team managed to raise a half of a warrant per unit, and fairly sponsor-favorable terms given the context. Typically, Latin American (and broader foreign) SPACs raise on much more investor-favorable terms, including rights and other provisions to ensure that the IPO process goes through. Latin America has become a hot SPAC niche due to the cheap valuations and lack of venture capital funding in the area.
The company is led by CEO and Chairman Patrick Orlando, who is currently the CEO of Benessere Capital. Patrick Orlando is also involved with the Chinese SPAC based in Wuhan, China that went public in February of 2020 – SPAC Yunhong International (ZGYH). Given the weak performance in this SPAC, and that half the deadline has already elapsed, he may opt to place his best deal in Yuhhong rather than Benessere.
To make the window tighter, Benessere only has half of the typical deadline to get a deal done – a mere 12 months. Orlando (the CEO) may either do a deal very quickly, or he may face a time crunch near February 2022.
CFO Francisco Flores, leads Trebol Capital, Industrias Tecnologicas de Aguascalientes, and Younicorn Apps, and is also a General Partner at Klee Real Estate. These two figures are the only management members worth mentioning, so we will do a deep dive onto them and the companies that they are involved with.
SPONSOR REPUTATION AND CONTEXT
Upon closer inspection into Benessere Capital (Orlando’s firm) based out of Miami, the fund seems very small on the surface. According to ZoomInfo, they only had $2M in revenues in 2021 – which may have been just tied to their SPAC raises. However, the domain name has been registered for over 6 years now, so perhaps Orlando was involved with small-time deals and consulting.
In a nutshell, Benessere was made to leverage Orlando’s investment banking and advisory network and experience. Their focus is real asset sectors including mining, oil & gas, real estate, and infrastructure. This may be important to put in context with the SPAC – which was aimed at a technology business in the Americas. Based on our findings, Benessere has limited experience or deal flow in technology assets.
Upon closer inspection of Trebol Capital, the firm behind the CFO Francisco Flores – we could not find much information at all. We did manage to find a squarespace website without a registered domain – and gathered some information we compiled. The portfolio does seem compelling, though.
Trebol Capital is a private equity (PE) fund for startups projects in early stages with an innovative model based on information technology (IT). They are based in Mexico, but only have done VERY small micro VC deals. Their most recent deal on Crunchbase was only a 300k round with Qapla Gaming.
Their portfolio does look very interesting – and would jive very well with the current SPAC environment. The Micro VC fund has done some interesting deals across Mexico and Latin America – but none to the tone of over $100M. It may be tricky for the team to find something of this size in the technology space in Latin America.
BENESSERE (BENE) SPAC MANAGEMENT
CEO: PATRICK ORLANDO
Most of the information about Patrick was derived from his LinkedIn, given that this is a relatively small SPAC. Orlando has most of his experience tied to finance and emerging markets, working various jobs at firms like JP Morgan and Deustche Bank. That being said, none of his previous jobs lined up with the caliber we have typically seen SPAC management teams bring to the table. That being said, it was nice to see his involvement in emerging markets – given that he will likely think about acquiring a Latin American emerging technology business.
MANAGING DIRECTOR: BRADFORD GOING
At Benessere, Bradford Going leads the originating and funding activities. The firm is evidently quite small, as these are the only two team members listed on the website. He has significant experience in structured credit derivatives, but none otherwise. You can see his LinkedIn page here.
CFO: FRANCISCO FLORES
All in all, Francisco does have a fairly impressive background at Trebol Capital. He is involved with several firms, and has the backing and funding of several national institutions in Mexico. We found it fairly surprising that he was not the CEO of the SPAC given his background in the Latin American emerging tech industries. That being said, the fund seems tiny, and like we mentioned earlier, the deal size is much smaller than would be necessary for a $100M raise for BENE SPAC.
TREBOL/BENESSERE CAPITAL DEAL FLOW ANALYSIS
Based on our observations, the bulk of Benessere Capital’s background seems in credit derivatives – nothing to do with tech in Latin America. There is some concern that the team may be stock promoters, given that they managed to raise $100M with a half-warrant with only a small, two-person sponsor. However, there were some promising signs at Trebol Capital and with the CEO’s involvement with Latin American institutions throughout his career. Trebol had some interesting tech deals and a pipeline to connect with the local governments and startups in Mexico. Whether this may be up to $100M, we are not sure. However, if they do get a deal done it may be at a very attractive valuation given the lack of competition in the Mexican VC / PE industry compared to the United States.
SUMMARY ON OUR FINDINGS
All in all, we were surprised that the main sponsor Benessere Capital managed to raise $100M at half of a warrant. We think that it may be difficult for them to get a deal done in 12 months. This is further exacerbated by the CEO’s involvement with Yunhong SPAC. We could find no connections or affiliations of the CEO with Chinese companies or the Chinese PE / VC sectors. That being said, Trebol Capital has a history micro-investments in the right industries to create value in the long term.
Further, the time is closing in on Yunhong so the team may prioritize a deal there first. SPAC sponsors typically will do a deal in the SPAC with the least amount of time remaining to avoid running out of time. Investors should weigh the risks and rewards with purchasing BENE SPAC carefully. The team’s expertise seems to be more of raising capital then anything to do with operating experience or private equity history. We think that they may be stock promoters, which may be intriguing for SPAC speculators but not so much for investors. Our main findings lead us to the Latin proverb – caveat emptor.
(emoji used to make clear I'm having fun with this rhetorical-esque question - see appropriate use by some by not by many)
