PFDR merger with Movella Holdings Inc.
Movella Holdings Inc. — as a business combination partner.
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.
- Min-cash condition
- $100M
An effective (post-dilution) figure needs either a stated pro-forma share count or the headline value plus the promote terms; the filings we hold do not yet state enough, and we will not print an estimate built on inventions.
Why headline and effective values differ is covered in headline vs effective deal value, in plain English.
The target: Movella Holdings Inc.
The business actually being bought — described from SEC primary filings, with projections labelled as projections.
as a business combination partner. As youll hear, Movella is a global leader in the digitization of movement, which is a very exciting growth space that is an enabler of an increasing number of existing and emerging applications. In a nutshell, what makes Movella compelling is that it is both an established business that has strong growth runway and high gross margins in its current markets, as well as a platform with the potential for outsized incremental growth through enablement of some high growth emerging megatrend markets. In addition, the business is capital efficient and scalable and we believe can reach breakeven by Q3 this year and be profitable from the fourth quarter onwards. So its the type of growth company profile that we wanted to see, especially in this environment. Lastly, and most importantly, we believe that the team at Movella is incredibly talented. Ben has over 20 years of experience scaling transformative companies, and Steve has considerable experience as a public company CFO including most recently at Inseego, a NASDAQ listed company where he helped oversee a market cap expansion from roughly $50 million to over $1 billion. Were very excited about our partnership with the company, the management and its investors, led by Kleiner Perkins, GIC and Columbia, as well as with Francisco Partners, who is coming in to provide committed financing for this transaction through a highly innovative structure. This financing structure, which I think I can safely say is truly unique in the SPAC world, has three big benefits: the first is that it delivers transaction certainty, the second is that it provides the company with funding needed to drive its plan, and third, it mitigates some of the technical friction from the more common financin
Movella Holdings Inc. — every SPAC that has bid for it, and its listed peers
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.