Exchange Bulletin
Mercer Park Opportunities Corp. (SPAC.V) To Trade On Toronto Stock Exchange
July 19, 2024
| Issuer: | Mercer Park Opportunities Corp. (the "Company") |
| Security: | Class A Restricted Voting Units (the "Class A Units") |
| Symbol: | SPAC.V |
| Issue price per security: | US$10.00 |
| Number of securities issued and outstanding: | 20,000,000 |
| Number of securities reserved for issuance: | 3,000,000 |
| Listing category: | Special Purpose Acquisition Corporation, Non-Exempt |
| Trading currency: | US$ |
| Transaction: | Initial public offering ("Offering") of Class A Units at an offering price of US$10.00 per Class A Unit consisting of one Class A Restricted Voting Share ("Class A Share"), one Share Purchase Warrant ("Warrant") and one Right. It is anticipated that the Class A Units will separate into Class A Shares, Warrants and Rights 40 days following the Closing Date (or the next trading day, if the 40th day is not a trading day). Upon separation of the Class A Units, the Class A Shares, Warrants and Rights will be listed on the Toronto Stock Exchange ("TSX"). A further bulletin will be issued confirming the separation date of the Class A Units and the trading information of the Class A Shares, Warrants and Rights. Upon the closing of a qualifying acquisition, each Class A Share would, unless previously redeemed, be automatically converted into one Subordinate Voting Share of the Company. Each Warrant entitles the holder to purchase one Class A Share (and upon closing of a qualifying acquisition, each Warrant would represent the entitlement to purchase one Subordinate Voting Share). The Warrants will become exercisable, at an exercise price of US$11.00 per share, commencing 65 days after the completion of the qualifying acquisition and will expire at 5:00 p.m. (Toronto time) on the day that is five years after the completion of the qualifying acquisition or may expire earlier if a qualifying acquisition does not occur within the Permitted Timeline or if the expiry date is accelerated. If the expiry date is accelerated, the Board of Directors will have the option to require all holders that wish to exercise Warrants to do so, in whole or in part, on a cashless basis. Each Right shall entitle the holder, upon the closing of the qualifying acquisition, to receive one-tenth (1/10) of a Class A Share (which at such time will represent one-tenth (1/10) of a Subordinate Voting Share, subject to adjustments under the terms of the qualifying acquisition). The Company will not issue fractional shares. As a result, holders must hold Rights in multiples of ten (10) in order to receive shares for all of such holder's Rights upon the closing of a qualifying acquisition. |
| Listing date: | July 19, 2024 (as at 5:01 pm) in anticipation of closing of the Offering. |
| Anticipated closing date: | July 22, 2024 (prior to the opening) |
| Posted for trading date: | July 22, 2024 (at the opening) subject to confirmation of closing of the Offering. |
| Other market(s): | None |
| Temporary market maker: | TD Securities Inc. |
| Security ownership registration: | Non-certificated inventory system of CDS |
| Investor relations: | Jonathan Sandelman Chief Executive Officer (917) 513-6418 Email: jsandelman@me.com -or- Joshua Snyder Head of Mergers & Acquisitions (917) 658-2507 Email: joshua.snyder@squares.capital |
| Incorporation: | Companies Act (As Revised) of the Cayman Islands on May 9, 2024. |
| Fiscal year end: | March 31 |
| Nature of Business: | The Company is a newly organized special purpose acquisition corporation incorporated as an exempted company under the laws of the Cayman Islands for the purpose of effecting, directly or indirectly, an acquisition of one or more businesses or assets, by way of a merger, amalgamation, arrangement, share exchange, asset acquisition, share purchase, reorganization, or any other similar business combination involving the Company with a focus on the cannabis and/or cannabis-related sector in the United States. However, the Company is not limited to a particular industry or geographic region for purposes of completing the qualifying acquisition. The Company intends to focus on acquiring one or more companies with an estimated aggregate enterprise value of up to U.S.$1 billion. |
| Transfer agent and registrar: | Odyssey Trust Company, at its principal office in Toronto |
| Dividends: | The Company does not intend to declare or pay any cash dividends prior to the completion of the qualifying acquisition. |
| Sponsorship: | Waived |
| Additional Information: | The Class A Units will be quoted and traded on the TSX in US funds and trading information regarding the Class A Units will appear under the heading "Trading in US Funds" in the TSX Monthly Review. |
| Offering document: | Prospectus dated July 16, 2024 which is available at www.sedarplus.ca. Capitalized terms not otherwise defined herein are as defined in the Prospectus. |
| TSX contact: | Selma Thaver, Managing Director, TSX Listings |