Announcement • Dec 23
Bullish Global cancelled the acquisition of Far Peak Acquisition Corporation (NYSE:FPAC) from a group of shareholders in a reverse merger transaction.
Bullish Global signed term sheet to acquire Far Peak Acquisition Corporation (NYSE:FPAC) from a group of shareholders for $9.8 billion in a reverse merger transaction on March 17, 2021. Bullish Global signed definitive agreement to acquire Far Peak Acquisition Corporation from a group of shareholders on July 8, 2021. The business combination of Bullish and Far Peak has a pro forma equity value at signing of approximately $9 billion at $10 per share, to be adjusted at transaction closing based on crypto asset prices around that time. The proceeds include net cash in trust of approximately $600 million (assuming no redemptions) and $300 million of committed private investment in public equity anchored by EFM Asset Management, with participation from funds and accounts managed by BlackRock, Cryptology Asset Group, Galaxy Digital and several other renowned institutional investors. As a result of the merger, Bullish will become a publicly listed company on the New York Stock Exchange. Upon completion, the Bullish shareholders will own 90.86%, FPAC Class A shareholders will own 5.5% and FPAC Class B shareholders will own 0.89% while the PIPE investors will own 2.75% of the combined entity. Assuming the business combination is completed, the Class A Ordinary Shares of Bullish issued will be listed and traded on the NYSE under the ticker symbol “BULL” and the Bullish Warrants will be listed and traded on the NYSE under the ticker symbol “BULLW.” Upon completion of the transaction, Far Peak Chief Executive Officer, Thomas W. Farley will become Chief Executive Officer of Bullish and Block.one Chief Executive Officer Brendan Blumer will be appointed Chairman of Bullish. As of February 11, 2022, it was announced that David Bonanno will be Bullish's incoming Chief Financial Officer, subject to the closing of a business combination.
The transaction is subject to approval by FPAC and Bullish Global stockholders and other customary closing conditions, including regulatory approvals from governmental authorities; Registration Statement being declared effective by the SEC, FPAC shall have net tangible assets of at least $5,000,001; Bullish’s initial listing application with the NYSE having been conditionally approved and the Class A Ordinary Shares of Bullish to be issued pursuant to the Business Combination Agreement having been approved for listing on the NYSE; the contribution agreement and master services agreement shall be in of in full force and effect, execution of Registration Rights Agreement, each of the Non-Competition agreement and each company lock-up agreement and Standstill Agreement shall be in full force and effect . The Boards of Directors of both Bullish and FPAC have unanimously approved the proposed transaction. The FPAC Board unanimously recommends that shareholders vote for the merger. The transaction is expected to close by the end of 2021. As of September 10, 2021, the transaction is expected to close in the fourth quarter of 2021. As of February 10, 2022, the business combination is expected to close in the first quarter of 2022. As of March 8, 2022, the transaction is expected to close in the second quarter of 2022. As of May 9, 2022, the business combination is expected to close in late second or early third quarter of 2022. Outside date of the transaction is extended from July 8, 2022 to December 31, 2022. As of June 29, 2022, the business combination is expected to close in the third quarter of 2022. As of October 31, 2022, transaction is expected to close in mid to late December 2022.
Jefferies LLC acted as exclusive financial advisor and capital markets advisor to Bullish. Daniel Dusek, David Feirstein, Joseph Raymond Casey, Francisco Morales Barron, Nicholas Norris, Ethan Yuxin Chen and Steve Lin of Kirkland & Ellis, Hong Kong and Kirkland & Ellis LLP acted as legal advisors to Bullish. Jefferies LLC, J.P. Morgan Securities LLC, Nomura Securities International, Inc., Berenberg Capital Markets LLC and Galaxy Digital Partners LLC acted as co-placement agents to FPAC on the PIPE. R. Alec Dawson and Howard A. Kenny of Morgan, Lewis & Bockius LLP acted as legal advisors to FPAC, and Lewis R. Clayton, Ross A. Fieldston and Jason S. Tyler of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisor to FPAC independent directors. Marc Jaffe, Ian Schuman and Ryan deFord of Latham & Watkins LLP acted as legal advisors to the placement agents on the PIPE. Kroll, LLC acted as independent financial advisor and provided fairness opinion to FPAC Board. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to FPAC. Morrow Sodali LLC acted as proxy solicitor to FPAC for a fee of $40,000, plus disbursements. KPMG LLP provided financial, operational, technical and tax diligence to FPAC and Hassans International Law Firm and Campbells provided legal advisory services. FPAC agreed to pay Duff & Phelps a fee of $500,000 for services in connection with the rendering of its Opinion, with a portion payable upon the delivery by Duff & Phelps of the Opinion and the remaining portion payable upon consummation of the Business Combination. Michael Padarin of Carey Olsen Hong Kong LLP acted as legal advisor to Bullish Global.
Bullish Global cancelled the acquisition of Far Peak Acquisition Corporation (NYSE:FPAC) from a group of shareholders in a reverse merger transaction on December 22, 2022. Effective December 22, 20022, the parties mutually agreed to terminate the Business Combination Agreement. Despite the extraordinary efforts of the parties over an 18-month period, Bullish and Far Peak have determined that they would be unable to satisfy the requirement that Bullish’s previously filed registration statement on Form F-4 be declared effective in sufficient time to enable Far Peak to call, and solicit proxies for, a special meeting of its shareholders to consider and vote on the proposed business combination prior to year-end. Given the time constraints and market conditions, Far Peak does not intend to seek a new merger partner and will instead focus on winding up either on March 7, 2023, or sooner if practicable.
