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DBJ: Dallas SPAC Gets Approval for Merger, Doesn’t Have Required Cash

September 2, 2021 Catherine Leffert of the Dallas Business Journal

A Dallas-based blank check company led by local energy executives is planning to merge with an indoor farming and agriculture company by the end of the month if it can pull together the required capital.

Spring Valley Acquisition Corp. announced Monday that its shareholders voted to approve its business combination proposal with AeroFarms, a New Jersey-based vertical farming company. However, so many holders have redeemed their Class A shares that Spring Valley doesn’t have the minimum cash required to execute the merger, a filing said.

The companies said they were pursuing additional capital, and expected a portion to come from AeroFarms insiders on similar terms as the private investment in public equity round of financing.

Though it’s not assured the companies can raise the necessary funds, if they do, the closing of the business combination is slated on or before Sept. 24.

Spring Valley, a Dallas-based special purpose acquisition company, completed its $230 million initial public offering last fall, targeting companies focused on sustainability. The SPAC is backed by Pearl Energy Investment Management, founded and led by Billy Quinn. Quinn, a former managing partner at Natural Gas Partners, also serves as Spring Valley’s chairman.

Spring Valley had $347 million in cash to fund operations, as of its May investor presentation. AeroFarms was valued at about $850 million, and Spring Valley didn’t expect any additional equity capital requirements between May and generating cash flow. 

If the deal comes to fruition, original investors in the SPAC will own about 22% and the private investors in public equity round would own about 10% of the company, per the same presentation. All existing shareholders, including management, will roll equity and own about 65% of the company at closing.

For more DFW business news, please visit the Dallas Business Journal.

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