ALCYF merger with Cartiga
Cartiga is a data-driven asset management platform for investing in legal claims and law firms, with origins dating to 1998
Announced 22 August 2025.
liquidates if the extension fails
Structure & dilution
SEC-primary termsThe headline number ignores the shares that did not pay $10 — the founder promote, PIPE stock and warrants. This is the same deal with all equity claims counted.
Effective equity counts every claim on the post-close company at $10.00 — rollover, public shares, the founder promote and the PIPE. The headline counts only the target.
- Min-cash condition
- $40M
- Sponsor promote
- 20%
- Break fee
- $3M
- Exchange ratio
Merger Consideration = ($540,000,000 Equity Value / $10.00) x (Company Equity Interests owned by each Seller / total Company Equity Interests), delivered as OpCo Units plus non-economic Pubco Class B voting stock. Each ALCY Class A share converts 1:1 into Pubco Class A.more ▾less ▴
No PIPE entered into; Section 8.16 of the Business Combination Agreement only requires the parties to use reasonable best efforts to obtain commitments for a Financing via subscription agreements, submore ▾less ▴
No target earnout. Instead a sponsor forfeiture ladder tied to the minimum-cash condition: if Available Closing Buyer Cash is below $40,000,000 and Cartiga waives the condition, the Sponsor forfeits shares on a sliding scale — retaining 3,198,875 shares if Available Closing Buyer Cash is at least $35,000,000 but under $40,000,000, down to 1,700,000 shares if it is under $5,000,000.more ▾less ▴
Lock-up Period ” means the period commencing on the Closing Date (as defined in the Business Combination Agreement) and ending on the earlier of (A) the date that is six (6) months after the Closing Date and (B) the date following the Closing Date on which PubCo completes a liquidation, merger, share exchange or other similar transaction that results in all of PubCo’s shareholders having the right to exchange their shares of common stock for cash, securities or other property; provided, however, that the Lock-up Shares will be released from the lock-up if, subsequent to Closing Date, the closing price of the PubCo Class A common stock equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing Datemore ▾less ▴
Why headline and effective values differ is covered in headline vs effective deal value, in plain English.
The target: Cartiga
from 8-KThe business actually being bought — described from SEC primary filings, with projections labelled as projections.
Cartiga is a data-driven asset management platform for investing in legal claims and law firms, with origins dating to 1998. It primarily invests in single-event tort claims through two core products: non-recourse advances to consumers and full-recourse loans to law firms. The company originates, manages and monetises these assets and states it is backed by $280 million in committed equity from institutional investors.
Cartiga — every SPAC that has bid for it, and its listed peers
Expensive or cheap?
A price only means something next to what the same kind of business costs on the stock market. This divides what the buyers are paying by what Cartiga actually sells, and sets the answer against its closest listed comparables — or says plainly when that cannot be done.
SpacBrain’s read on the price
No multiple can be computed
We hold no revenue figure in US dollars for Cartiga, so there is nothing to divide the price by and no multiple can be struck. It is not recorded as pre-revenue either — this is a gap in our record, not a finding that the company has no sales. The deal values it at $683.8M regardless.
We have not extracted a revenue figure for this company from its filings yet. That is our gap, not a statement about the business.
Post-dilution equity (net debt unknown).
Not extracted from the filings yet.
Not computable — no revenue figure has been extracted from the filings yet.
No listed comparable carries a revenue multiple we can use.
What qualifies the figures above
- Struck on the post-dilution value of $683.8M, not the announced $540M — new shares handed to the sponsor, warrant holders and the PIPE are part of what public buyers are really paying.
- The target's cash and debt are not in the filings we have, so this is an equity value used as a stand-in for enterprise value.
- BUR, LFT, CLBK, MFA, AFCG, TRTX, BSBK, CIM, EFC, PBHC, CBNA, HTB have no revenue to divide by, so they are shown but left out of the peer median.
The 12 listed companies it is measured against, and why
- BURno revenue multiple
Direct comp: Investment Management & Fund Operators (NEC); small-cap ($2.0bn); shares law, litigation, legal, firms, finance, assets with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- LFTno revenue multiple
Direct comp: Mortgage REITs; micro-cap ($74m); shares recourse, loans, originates, invests, backed, investing with the target's own description; forward EV/Sales 12.8x.
- CLBKno revenue multiple
Operational comp: Banks (NEC); small-cap ($1.6bn); shares advances, loans, full, equity, consumers, consumer with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- MFAno revenue multiple
Operational comp: Mortgage REITs; small-cap ($946m); shares backed, loans, originates, non, investors, invests with the target's own description; forward EV/Sales 53.9x.
- AFCGno revenue multiple
Operational comp: Mortgage REITs; micro-cap ($64m); shares law, originates, loans, invests, manages, assets with the target's own description; forward EV/Sales 4.9x.
- TRTXno revenue multiple
Operational comp: Mortgage REITs; small-cap ($674m); shares loans, finance, originates, institutional, invests, manages with the target's own description; forward EV/Sales 35.2x.
- BSBKno revenue multiple
Operational comp: Banks (NEC); micro-cap ($109m); shares advances, loans, originates, backed, invests, consumer with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- CIMno revenue multiple
Operational comp: Mortgage REITs; small-cap ($1.0bn); shares originates, loans, non, manages, equity, consumer with the target's own description; forward EV/Sales 37.0x.
- EFCno revenue multiple
Operational comp: Mortgage REITs; small-cap ($1.5bn); shares backed, loans, equity, invests, manages, assets with the target's own description; forward EV/Sales 76.5x.
- PBHCno revenue multiple
Operational comp: Banks (NEC); micro-cap ($68m); shares backed, loans, investing, invests, full, non with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- CBNAno revenue multiple
Operational comp: Banks (NEC); micro-cap ($227m); shares firms, law, loans, management, consumer, asset with the target's own description; forward EV/Sales 4.4x.
- HTBno revenue multiple
Operational comp: Banks (NEC); small-cap ($742m); shares loans, committed, originates, investing, invests, finance with the target's own description; forward EV/Sales 4.3x.
Which companies count as comparable is our judgement, written out above so you can disagree with it. The median is what these shares happened to trade at on the date given — not a price anyone is offering for this deal.
Earnout — the contingent shares
Shares that only vest if targets are hit. They are excluded from the effective value above because they are not equity today — but they are dilution waiting on success.
No target earnout. Instead a sponsor forfeiture ladder tied to the minimum-cash condition: if Available Closing Buyer Cash is below $40,000,000 and Cartiga waives the condition, the Sponsor forfeits shares on a sliding scale — retaining 3,198,875 shares if Available Closing Buyer Cash is at least $35,000,000 but under $40,000,000, down to 1,700,000 shares if it is under $5,000,000.
In plain English
No floor / floorlessthe cash guarantee is gone — the price is unprotected
A SPAC's downside protection is not the cash in trust; it is your right to demand that cash. Once the redemption window closes, the cash stays with the company and the share can trade anywhere.
Dilutionhow much of the company new shares take from you
Sponsor promote, PIPE shares, warrants and rights all issue stock that did not pay $10 for it. The headline deal value is before that; the effective value is after.
Pro-forma equitywhat the company is valued at once the deal closes
The combined company's equity value assuming the announced terms and the redemptions that have actually happened.
De-SPACthe day the SPAC becomes the real company
The shares stop being a claim on a pot of cash and start being equity in an operating business. Roughly 80% of recent de-SPACs traded below $10 within a year.
Outside datethe contractual long-stop for closing the deal
A deadline between the SPAC and its target, not between the SPAC and you. It confers no right to cash, which is exactly why it must never be counted as a redemption window.