FPA

thewarrior71

Over the past century, US stocks had nominal 10% CAGR. Going forward, Vanguard is predicting nominal 6% over the next 30 years: [https://corporate.vanguard.com/content/corporatesite/us/en/corp/vemo/vemo-return-forecasts.html](https://corporate.vanguard.com/content/corporatesite/us/en/corp/vemo/vemo-return-forecasts.html) And PWL Capital is forecasting nominal 6.57%: [https://pwlcapital.com/wp-content/uploads/2026/02/20260130\_Winter-2026-FPA-Market-Cap-Portfolio-EN.pdf](https://pwlcapital.com/wp-content/uploads/2026/02/20260130_Winter-2026-FPA-Market-Cap-Portfolio-EN.pdf)

Buce-almighty

Just implemented an FPA system for them a few weeks ago

danjel888

Are you sure? Both of these are from the same ETF... different currencies though. Both got different % returns. Sorry if I'm being thick, but I like to understand the detail behind these kind of things. [https://www.google.com/search?q=VWRA&rlz=1C1ASUM\_enGB936GB936&oq=VWRA&gs\_lcrp=EgZjaHJvbWUqDwgAEEUYOxiDARixAxiABDIPCAAQRRg7GIMBGLEDGIAEMgcIARAAGIAEMgcIAhAAGIAEMgcIAxAAGIAEMgcIBBAAGIAEMgcIBRAAGIAEMgcIBhAAGIAEMgcIBxAAGIAEMgcICBAAGIAEMgcICRAAGIAE0gEHODcxajBqN6gCALACAA&sourceid=chrome&ie=UTF-8](https://www.google.com/search?q=VWRA&rlz=1C1ASUM_enGB936GB936&oq=VWRA&gs_lcrp=EgZjaHJvbWUqDwgAEEUYOxiDARixAxiABDIPCAAQRRg7GIMBGLEDGIAEMgcIARAAGIAEMgcIAhAAGIAEMgcIAxAAGIAEMgcIBBAAGIAEMgcIBRAAGIAEMgcIBhAAGIAEMgcIBxAAGIAEMgcICBAAGIAEMgcICRAAGIAE0gEHODcxajBqN6gCALACAA&sourceid=chrome&ie=UTF-8) [https://www.google.com/search?q=vwrp&sca\_esv=d0afcc1efe59444d&rlz=1C1ASUM\_enGB936GB936&sxsrf=AE3TifOHKuojBK9mdQujOsQTSUYIPy9FPA%3A1750931517134&ei=PRhdaPv9B5vBhbIP\_4DI2Ak&ved=0ahUKEwi7kOuY6I6OAxWbYEEAHX8AEpsQ4dUDCBA&uact=5&oq=vwrp&gs\_lp=Egxnd3Mtd2l6LXNlcnAiBHZ3cnAyERAAGIAEGJECGLEDGIMBGIoFMgsQABiABBixAxiDATIFEAAYgAQyBRAAGIAEMgUQABiABDIFEAAYgAQyBhAAGAcYHjIFEAAYgAQyBRAAGIAEMgUQABiABEjFBlDWBFjWBHABeAGQAQCYAVegAVeqAQExuAEDyAEA-AEBmAICoAJgwgIKEAAYsAMY1gQYR5gDAIgGAZAGCJIHATKgB68EsgcBMbgHW8IHAzItMsgHBw&sclient=gws-wiz-serp](https://www.google.com/search?q=vwrp&sca_esv=d0afcc1efe59444d&rlz=1C1ASUM_enGB936GB936&sxsrf=AE3TifOHKuojBK9mdQujOsQTSUYIPy9FPA%3A1750931517134&ei=PRhdaPv9B5vBhbIP_4DI2Ak&ved=0ahUKEwi7kOuY6I6OAxWbYEEAHX8AEpsQ4dUDCBA&uact=5&oq=vwrp&gs_lp=Egxnd3Mtd2l6LXNlcnAiBHZ3cnAyERAAGIAEGJECGLEDGIMBGIoFMgsQABiABBixAxiDATIFEAAYgAQyBRAAGIAEMgUQABiABDIFEAAYgAQyBhAAGAcYHjIFEAAYgAQyBRAAGIAEMgUQABiABEjFBlDWBFjWBHABeAGQAQCYAVegAVeqAQExuAEDyAEA-AEBmAICoAJgwgIKEAAYsAMY1gQYR5gDAIgGAZAGCJIHATKgB68EsgcBMbgHW8IHAzItMsgHBw&sclient=gws-wiz-serp)

Noddite

While I agree with the premise of your argument, I disagree with the timing. I expect this to happen in the future. But they can't really forecast this at all because they have zero idea if there will be tariffs or not, or what rates they would be at. It is 100% unknown. So any credible FPA team wouldn't incorporate those numbers yet. It would just be something to note in the quarterly report as a future consideration.

IcyRun14

FPA solid, CFO coming up for you

Andyh10s

Gratz, way to grind. Went the FPA route, CFA got too time consuming after L2 for me

TrollDeJour

Articles are super fun and all, but check this out from mid June, note the listed number of shares in each link and their relative proportion as a percentage to outstanding shares: https://www.sec.gov/Archives/edgar/data/1796898/000114036124030334/ef20031203_sc13da.htm "On June 14, 2024, TZS and the Issuer entered into a forward purchase agreement (the “Forward Purchase Agreement”), relating to the sale by the Issuer, and the purchase by TZS, on the terms and subject to the conditions set forth in the Forward Purchase Agreement, of Ordinary Shares of the Issuer (the “Forward Purchase Shares”) at an aggregate purchase price of $100 million (the “Forward Purchase Investment”). The per share purchase price of the Forward Purchase Shares (the “FPA Purchase Price”) will be based on 75% of the average Daily VWAP (as defined in the Forward Purchase Agreement) of the Ordinary Shares for the 10 consecutive trading days ending on and including the date immediately prior to the date when all requisite regulatory approvals for the Forward Purchase Investment have been obtained (such average Daily VWAP, the “Forward Purchase VWAP”), subject to a ceiling price which will provide TZS with 50.1% of the Issuer’s outstanding Ordinary Shares, after giving effect to (i) the exercise of the TZS Warrant (as defined below), (ii) solely to the extent exercised prior to FPA Closing (as defined below), the exercise by TZS of the option to purchase Ordinary Shares pursuant to the A&R Option Agreement (as defined below); (iii) the issuance of the Forward Purchase Shares; and (iv) the exchange, at the Issuer’s option, of all of the Tranche A Notes of the Issuer’s Adjustable Rate Convertible Second Lien Senior Secured Notes due 2028 (the “2L Notes”) then outstanding into Ordinary Shares, pursuant to the terms of the 2L Notes (the “Optional Exchange”)." 50.1% voting power. Now let's fast forward a few weeks later: https://www.sec.gov/Archives/edgar/data/1796898/000110465924079970/tm2419453d1_sc13da.htm "It is expected, subject to the satisfaction of certain conditions, including receipt of required regulatory approvals, that investors unrelated to the above Reporting Person will acquire a significant percentage of the beneficial ownership of the Issuer's outstanding Ordinary Shares following consummation of certain transactions disclosed by the Issuer in a Form 6-K on May 30, 2024 and another Form 6-K on June 17, 2024. It is also expected that the Outstanding Share Count will continue to increase due to continued conversions of the Notes into Ordinary Shares by certain holders of the Notes pursuant to the Indenture. Once the foregoing transactions and conversions are consummated, it is expected that the beneficial ownership of the above Reporting Person may be substantially diluted in the near future. At the time any such dilution is publicly disclosed or otherwise provided to the above Reporting Person by the Issuer, this Schedule 13D is expected to be amended accordingly." Please note the severe dilution just since June, 1% is a little under 4 million shares as of July 14, compare to June. I'm not sitting here saying you're an idiot, just that you may be overly optimistic about how this could go. I have a position on a few call options and might buy some shares as flier, but to act as if this is a done deal easy money is silly.

jmoney3800

As Romick of FPA Crescent wrote 6 years ago, Winning By Not Losing works also. When 5 stocks with high weight in the S&P turn ugly, the index and its momentum driven army is going to feel some pain, it's that simple. It's when not IF.

Noddite

And the annoying thing about that is often this is bogus. I blew a bunch on the last LULU results, and they crushed earnings like 20-30% or something and it was all good, except their new year plan was fractionally lower than expectations. Reality is, they were probably just sandbagging like most FPA teams do to juice their incentives for beating plan - just like they did to their plan and forecast for all of 2023. If I was the CEO and my company beat forecast by 30% I'd can the FPA team, because they are either sandbagging or incompetent.

fuckaliscious

I agree, personally own more than 1,200 shares myself. However, it's the kind of stock that will take a year or two to recover to a reasonable valuation at about $120. It's not the kind of stock that will double your money in a week or 3 months. They have more layoffs to do to get their staffing to the appropriate size relative to their competition, likely another 10% to 20% which will likely happen late Q3 or Q4 as the FPA team lines out their 2025 and 2026. Until then, one has to be patient to be a PayPal shareholder.

Sarcastic_why_else

work in SaaS in Corporate FPA. Logic is sound. That much lag between ARR and Revoes doesn't make sense empirically. So much so, I'd question if it's an error.

Sand_Accomplished

So the institutions that subscribe for these FPA's, like the one for WNNR, are they obligated to hold the shares any longer than through merger? I realize this is probably stock-dependent but was curious if anyone knew offhand.

Xtianus21

2.5 x FPA for training over G Hopper FP6 - FP4 40 flops 5x - important for inference. Inference is generation - old computing is retrieval of data - this is generating tokens. Vast majority of content will not be retrieved but rather generated. This is FP4 - and Blackwell is 5x the inference capability. Seems like enough but why stop there. It's NOT enough. We NEED A BIGGER GPU. J Huang is cooking Blackwell is a BEAST We still NEED MORE Need another chip NVLINK Switch Chip 50B Transistors - It doesn't even make sense. Build a system to talk to every GPU and CHIP at the same time - connect over a coherent link - 1 Giant GPU. DGX GB200 NVL72 1 Giant GPU Training FP8 720 PFLOPS 22x WTF Inference FP4 = 45x WTF LOL Worlds first 1 xoflop machine in 1 rack. Only 2 or 3 on the planet. The world entire internet in these wires. and it's liquid cooled. https://preview.redd.it/83rlhlxrn5pc1.png?width=1539&format=png&auto=webp&s=9767f948d0da5402e2ac5b8154e663651079ce4f

Keraxs

yes FPAs are a death sentence, though I strongly believe being optionable can hurt a spac as much as having rights or an FPA itself. "can be hedged = can be shorted = will attract short interest" in my book. best of luck with everything man

xxChristianBale

Thanks man. I only wish we had gone over BTWN like that. And that one was super basic but I still missed they had an FPA.

JhtrR

Yeah, I took some rights today. I know CLIN is a dog with a Meteora FPA, but I have to think it will trade above $1.20.

xxChristianBale

I don’t think it will explode. But never know. An FPA is a forward purchase agreement. Basically there’s an investor out there that’s buying shares from the company that they earn interest on, but can sell anytime. This one is built differently tho and requires someone with way more knowledge. The SEPA also will weigh on the share price

xxChristianBale

Will prob end up a fairly low float after redemptions but has some sort of FPA and a $100m SEPA. Minimum 2m shares every time the investor has to take shares.

GrapeFlavoredMarker

Kinda surprised no one posted this tweet yet @todd_harrison https://x.com/todd_harrison/status/1712837368883958106?s=46 “Elephant Alert! FPA Crescent Fund files in 🇺🇸 #cannabis 🌿 GTII- 1.839M shares VRNO- 1.6M shares CL- 2.4M shares TRUL- 650K shares /positions https://fpa.com/funds/overview/crescent”

kurtiskong

>FPA $5 a piece

dfwgolfer1

Imagine writing a novel about high redemptions and not knowing about a 5M share FPA

RuinousGaze

As long as it stays clean, i.e. no FPA or shenanigans may get a little bump on deal close but has a lot of eyeballs on it. Wish it was kept on the down low, redemption number would've been way higher.

kft99

Yup, there are unlocks. Plus there is a Meteora FPA. But they usually don't crater like this on vote date.

Strong_Ad_4501

They had a big FPA from before they they even extended or announced DA

SPAC_Time

VHNA has a FPA which states " [Seller is required](https://www.sec.gov/ix?doc=/Archives/edgar/data/1868640/000119312523220827/d531690d8k.htm#:~:text=Seller%20is%20required%20to%20purchase%20at%20least%203%2C500%2C000%20Recycled%20Shares) to purchase at least 3,500,000 Recycled Shares ". So at least 3.5 million public shares became recycled shares, seems like that should limit VHNA as a low float play.

RuinousGaze

He's saying DTOC ran versus his MDAI, which did not. I think RCLF had a FPA and DTOC does not (someone correct me if I'm wrong).

Pristine_Bike_7888

ah yeah I realized right after I commented that that it must be the FPA. I don't have a lot in this one. just wanted to try it out for once.

SlayZomb1

That likely indicates an FPA or something went through and that's probably why they delayed merger vote a day from today to tomorrow. There's no way 3.5 million shares after hours didn't move the price at all yet 40k today had it going all over the place. Be careful and don't get washed out on this play my friend.

SPAC_Time

The terms of the FPA/PIPE are pretty dense reading, didn't really understand all of the ins and outs. Meteora agreed [to purchase up to 1,186,952](https://www.sec.gov/Archives/edgar/data/1861622/000149315223026964/form8-k.htm#:~:text=to%20purchase%20up%20to%201%2C186%2C952) shares of OXAC, "less the number of Oxbridge Shares purchased by the Seller separately from third parties through a broker in the open market (“Recycled Shares”)". Recycled shares are sold at the redemption price. The PIPE shares are $10 each. Think the "recycled shares" are already registered, and can be sold at any time after the business combination closes. The rest of the shares can't be sold until they are registered by a S-1 after the business combination closes. So at first glance, why would Meteora pay $11.06 for recycled shares, when they can get PIPE shares for $10 ? Think it has something to do with the fact the recycled shares are registered, along with the "Reset Price" terms. Anyway, just a guess, that maybe the sales after hours today were "Recycled Shares". Sounds like it was around the correct price. OXAC said in today's filing that they expect t[he business combination to close tomorrow, August 9](https://www.sec.gov/Archives/edgar/data/1861622/000149315223027209/form8-k.htm#:~:text=expected%20to%20be%20consummated%20on%20or%20about%20August%209%2C%202023), "subject to the satisfaction or waiver of certain closing conditions as described in the Proxy Statement/Prospectus". That might make the timing of those sales ( after market close, night before closing ) correct also.

SPAC_Time

Those ***might be*** some of the "recycled shares" for the FPA.

123_holden

glanced at 8K - looks like there is a FPA...recycled shares ​ https://quantisnow.com/insight/4853708

SPAC_Time

No, the FPA says "to purchase prior to the Closing up to 4,400,000 shares (the “Maximum Number of Shares”) of Class A common stock, par value $0.0001 per share, of Genesis (“Genesis Class A Common Stock”) from third parties **through a broker in the open market**. " All the shares in the FPA will be previously registered. They may buy shares that have been submitted for redemption and are currently held by brokers.

Wise_Role_2361

You’re the asshole. Fuckin childish to ask a senior FPA at a company whether you should seek or buy more

SPAC_Time

AVAC -> BENF: " [In connection with the vote](https://www.sec.gov/Archives/edgar/data/1836478/000173112223001073/e4763_8-k.htm#:~:text=In%20connection%20with%20the%20vote) to approve the Business Combination Proposal, the holders of 18,058,386 shares of Class A common stock of Avalon properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.57 per share, for an aggregate redemption amount of approximately $191,032,800. As a result, there remains an aggregate of $27,944,600 in the Avalon trust account. " " Class A common stock [subject to possible redemption](https://www.sec.gov/Archives/edgar/data/1836478/000173112223000893/e4635_10-q.htm#:~:text=100%2C000%2C000%20shares%20authorized%3B-,20%2C700%2C000%20shares,-issued%20and%20outstanding); 20,700,000 shares " That leaves 2,641,614 public shares. AVAC signed the forward purchase agreement June 6: "(ii) the remaining 1,892,147 FPA Shares [shall be categorized as “Prepaid Forward Shares](https://www.sec.gov/Archives/edgar/data/1836478/000173112223001063/e4765_8-k.htm#:~:text=(ii)%20the%20remaining%201%2C892%2C147%20FPA%20Shares%20shall%20be%20categorized%20as%20%E2%80%9CPrepaid%20Forward%20Shares%E2%80%9D)” "Purchaser may sell the [Prepaid Forward Shares](https://www.sec.gov/Archives/edgar/data/1836478/000173112223001063/e4765_8-k.htm#:~:text=may%20sell%20the-,Prepaid%20Forward%20Shares,-at%20a%20price) at a price not lower than $10.57 per share." So the public float is 749,467 shares if BENF is below $10.57.

Quarantinus

[Interesting conditions](https://www.sec.gov/ix?doc=/Archives/edgar/data/1836478/000173112223001063/e4765_8-k.htm) regarding the Forward Purchase shares (non-redeemable): >Pursuant to the Forward Purchase Agreement, Purchaser has agreed to purchase shares of Avalon Class A Common Stock (the “AVAC FPA Shares”) at a purchase price per share of $10.57 (for aggregate consideration of $25,000,000). The AVAC FPA Shares will not be redeemed in connection with the Special Meeting \[...\] The Series A Preferred Stock will convert in accordance with its terms to shares of Beneficient Class A Common Stock, **and Purchaser will hold an aggregate of 2,956,480 shares** of Beneficient Class A Common Stock following such conversion in respect of the AVAC FPA Shares (such shares of Beneficient Class A Common Stock, the “FPA Shares”). > >\[...\] > >The Forward Purchase Agreement provides for two categories of FPA Shares: (i) **1,064,333 FPA Shares shall be categorized as “Purchased Shares”** (the “Purchased Shares”) and (ii) the remaining **1,892,147 FPA Shares shall be categorized as “Prepaid Forward Shares”** (the “Prepaid Forward Shares”). > >\[...\] > >Purchaser has agreed for the first six months following the Business Combination **not to sell any Purchased Shares below $5.00** per share **or to sell more than 10% of the daily trading volume** of the Beneficient Class A Common Stock **if the volume weighted average price of the Beneficient Class A Common Stock is between $5.00 and $8.00** for any such trading day. > >\[...\] > >For a period of two years following the closing of the Business Combination (the date on which such two-year period ends, the “Maturity Date”), **Purchaser may sell the Prepaid Forward Shares at a price not lower than $10.57** per share.

SPAC_Time

American Battery Metals is [listed on the OTC Pink sheets](https://www.otcmarkets.com/stock/blth/security), which shows a current market cap around $28 million at yesterday's closing price. 3,301,910,170 outstanding shares as of 05/12/2023. "The holders of outstanding ABM shares will receive equity in SGII valued at $160 million (subject to adjustments)." From the [8-K filing](https://www.sec.gov/Archives/edgar/data/1869824/000110465923067274/tm2317462d1_8k.htm), Meteora signed a forward purchase agreement to backstop the transaction: "[In connection with the execution of the Merger Agreement](https://www.sec.gov/Archives/edgar/data/1869824/000110465923067274/tm2317462d1_8k.htm#:~:text=Financing%20Arrangements-,In%20connection%20with%20the%20execution%20of%20the%20Merger%20Agreement,-%2C%20SGII%20and%20ABM), SGII and ABM entered into a prepaid forward purchase agreement (“FSPA”) with (i) Meteora Special Opportunity Fund I, LP, (ii) Meteora Capital Partners, LP and (iii) Meteora Select Trading Opportunities Master, LP (collectively, "Meteora"). Pursuant to the forward purchase agreement, Meteora is expected to purchase up to 4,200,000 shares of SGII Class A common stock (“FPA Shares”) subject to a cap of 9.9% of outstanding shares on a post-Transaction basis, at a per share price no more than the price per share paid to redeeming SGII public shareholders in connection with the vote to approve the Transactions (the “redemption price”), or up to approximately US $43 million based on the current redemption price, in advance of the consummation of the Transactions. In certain circumstances, including if Meteora purchases less than 4,200,000 FPA Shares, it will be entitled to receive warrants to purchase shares of SGII common stock in an amount equal to the difference of 4,200,000 and the number of FPA Shares purchased in the market by Meteora and subject to the FSPA. The form of warrant shall be agreed upon by the parties within forty-five (45) days of the execution of the FSPA. Such warrants will be exercisable at US $10.00 per share, subject to reduction upon any Dilutive Offering Reset (as defined in the FSPA). In connection with its purchase of the FPA Shares, Meteora will waive its redemption rights in connection with the shareholder vote to approve the Transactions. Entities and funds managed by Meteora own equity interests in the Sponsor. Such waiver may reduce the number of shares of SGII Class A common stock redeemed in connection with the Transactions, which reduction could alter the perception of the potential strength of the Transactions."

SPAC_Time

Think the FPA shares [can be sold at any time](https://www.sec.gov/Archives/edgar/data/1955104/000119312523116773/d212306dex991.htm#:~:text=From%20time%20to%20time%20and%20on%20any%20date%20following%20the%20Business%20Combination) following the business combination. However, looks like the FPA buyers wouldn't sell any shares for less than $10 each, so while ZAPP shares are less than $10, the float is likely 122k shares.

4quila

Could of course be different for this FPA specifically but the lock up selling restrictions for ZAPP end on the quarterly earnings dates starting with the first earnings date after 60days from business combination, then the next 3 earnings after that

SPAC_Time

[Pursuant to the terms of the Forward Purchase Agreements](https://www.sec.gov/Archives/edgar/data/1955104/000119312523136041/d487724dex151.htm#:~:text=Pursuant%20to%20the%20terms%20of%20the%20Forward%20Purchase%20Agreements), the Sellers purchased 6,567,814 shares of Class A Common Stock on the open market. [CIIG’s public stockholders](https://www.sec.gov/Archives/edgar/data/1955104/000119312523136041/d487724dex151.htm#:~:text=The%20following%20summarizes%20the%20pro%20forma%20Pubco%20Ordinary%20Shares%20issued%20and%20outstanding)6,691,784 ***However***, think those FPA shares have no lockup, so they can be sold at any time, and are essentially part of the float. "[Share purchases under the Forward Purchase Agreements](https://www.sec.gov/Archives/edgar/data/1955104/000119312523136041/d487724d20f.htm#:~:text=Share%20purchases%20under%20the%20Forward%20Purchase%20Agreements) would increase the number of shares eligible for future resale in the public market"

SPAC_Time

No, but CIIG disclosed a FPA [for up to 10 million shares](https://www.sec.gov/Archives/edgar/data/0001841338/000119312523116759/d486788d8k.htm) on April 26. "Pursuant to the terms of the Forward Purchase Agreements, the Sellers may, but are not obligated to, purchase up to 10,000,000 shares of Class A common stock, par value $0.0001 per share, of CIIG II (“CIIG II Common Stock”) in the aggregate before the closing of the Business Combination (the “Closing”). The aggregate total number of shares subject to the Forward Purchase Agreements will be in no event more than 10,000,000 Shares (as defined in the Forward Purchase Agreements)."

kurzalevski

$DMYS enters into FPA with Meteora for up to 6M shares in connection with its Rainwater Tech deal.

4quila

I am following some where the S4 was filed a month or two ago as well. They could be waiting for SPA/FPA/backstop. Can you tell if the minimum cash requirement has been met?

SPAC_Time

So ZURA was a low float quadruple today, even though the final float numbers haven't been announced yet, with NASDAQ showing 4.2 million shares traded. Best guesstimate is that about 975,000 public shares remain after redemptions. This guess is based on the following; There were 1,688,978 public shares left after the redemptions at the [January extension meeting](https://www.reddit.com/r/Spacstocks/comments/10gxz1g/jatt_acquisition_corp_shareholders_approve/). The [latest press release](https://www.businesswire.com/news/home/20230321005613/en/Zura-Bio-Limited-Announces-Closing-of-Business-Combination-with-JATT-Acquisition-Corp) said "Business combination results in **approximately $65 million in gross cash proceeds** to support research and development initiatives and potential future acquisitions" The [424B3 prospectus](https://www.sec.gov/Archives/edgar/data/1855644/000110465923026834/tm2218919-28_424b3.htm) said "On June 16, 2022, concurrently with the execution of the Business Combination Agreement, JATT entered into a subscription agreement (the “Subscription Agreement”) with an unaffiliated institutional accredited investor, Ewon Comfortech Co., Ltd. (the “PIPE Investor”) pursuant to, and on the terms and subject to the conditions of which, the PIPE Investor has subscribed for 2,000,000 JATT Class A Ordinary Shares at a price of $10.00 per share, for an aggregate purchase price of **$20,000,000 (the “PIPE Financing”)**. Additionally, on January 27, 2022, JATT entered into an Amended F**orward Purchase Agreement** (the “Forward Purchase Agreement”) with Athanor Master Fund, LP, and Athanor International Master Fund, LP (the “FPA Investors”), each of which is an unaffiliated institutional investor, providing that at the Closing of the Business Combination: (i) the purchasers will purchase an aggregate of **3,000,000 JATT Class A Ordinary Shares at $10 per share for $30,000,000**; and (ii) the purchasers will purchase up to **an additional $15 million of JATT Class A Ordinary Shares** (the “Redemption Backstop”) in the event that public Class A Ordinary Share redemptions are greater than 90% at the time of the Business Combination (the “Excess Redemptions”). So the PIPE + the FPA + the redemption backstop = $55 million. That leaves $10 million from the trust. At the projected $10.26 redemption value per share, that would equal about 975k shares. The redemption backstop shares are ***not*** public shares, on [March 10 JATT filed an 8-K](https://www.sec.gov/Archives/edgar/data/1855644/000110465923030711/tm239063d1_8k.htm) which said "On March 8, 2023, JATT Acquisition Corp (the “Company” or “JATT”), Athanor Master Fund, LP, and Athanor International Master Fund, LP (collectively, the “Purchasers”) entered into Amendment No. 2 to Forward Purchase Agreement and Related Agreements, pursuant to which, among other things, **the Purchasers agreed to purchase up to 1,500,000 shares of JATT’s Class A ordinary shares** (“Class A Shares”) ***from the Company*** for an aggregate purchase price of up to $15,000,000 in the event that redemptions exceed certain thresholds. ***The agreement previously provided that such shares would be purchased from public stockholders***. The Purchasers will be issued an additional 2,500,000 Class A Shares upon the closing of the business combination previously announced between JATT and Zura Bio Limited (“Zura”) in connection with the amendment." However, that filing also said "It is expected that, as of the closing of the business combination previously announced between JATT and Zura, and as a result of a a share distribution by Hana Immunotherapeutics LLC (“Hana”), **Hana will own 5,404,274 Class A Shares** of the post-combination company. **Willow Gate LLC** (“Willow”) **will own 2,702,623 Class A Shares** and **Stone Peach Properties LLC** (“Stone Peach”) **will own 2,701,543 Class A Shares**. ***The shares held by Willow and Stone Peach will not be subject to the lock-up restrictions.***" So that is 5.4 million shares that are not locked up. The 424B3 registered those shares, so they ***might be*** available for public sale right away.

kft99

FPA terminated and dumping on them and they don't even realize.

SlayZomb1

That's kinda what I'm getting at. Most of the filing is fluff. Every once in awhile you can see something about an FPA's lockup date, price they buy in at, "promises" to not redeem, etc... It's really not worth looking at. Sometimes the play is perfect and it still flops. Ticker change time is a dangerous time.

CanIMarginThat

ahhh, so Polar was basically granted a risk free trade/call options on their FPA shares Wow, what a position to be in.

SPAC_Time

According to this [article from SPACInsider](https://www.spacinsider.com/news/nick-clayton/intuitive-machines-lunr-zooms-polar-cancels-fpa), Polar terminated the agreement in order to ***allow*** them to sell the shares on the open market. The [FPA 8-K](https://www.sec.gov/Archives/edgar/data/1844452/000121390023009994/ea173115-8k425_inflect.htm) said: "Each Forward Purchase Agreement’s **maturity date will be the date one month after the Closing** (the “Maturity Date”). **Upon the occurrence of the Maturity Date**, in exchange for delivery of the then Number of Shares under each Forward Purchase Transaction, Counterparty shall pay each Seller an amount (the “Maturity Consideration”) equal to (i) the number of FPA Shares less the number of Terminated Shares multiplied by (ii) the Initial Price. The Seller will retain the Maturity Consideration from the Prepayment Amount paid by the Counterparty to the Seller." According to that, Polar wasn't allowed to sell until one month after the business combination closed. So they terminated the agreement, and can now sell the shares.

SPAC_Time

The [8-K announcing the FPAs](https://www.sec.gov/Archives/edgar/data/1844452/000121390023009994/ea173115-8k425_inflect.htm) stated: "**From time to time on any day the Nasdaq is open for trading following the date of the Closing** (any such date, an “OET Date”), each Seller may, in its absolute discretion, terminate its respective Forward Purchase Agreement in whole or in part with respect to any number of FPA Shares by giving notice of such termination and the specified number of FPA Shares (such quantity, the “Terminated Shares”). An amount equal to the (a) **the lesser of** (i) the VWAP Price (as defined in the Forward Purchase Agreements) as of the date such notice of termination is given and (ii) **the Initial Price**, multiplied by (b) the Terminated Shares will be paid by such Seller to the Counterparty." So doesn't look like any filings were required, although that ***might*** depend on whether the shares were bought from redeeming shareholders or purchased off the market before the business combination closed. IPAX/LUNR did agree to file a registration statement for the resale of the shares as part of the FPA agreement. But it seems shares bought off the open market would already be registered and available for sale, and perhaps the ones purchased from redeeming shareholders *might* be as well, no idea about that.

CanIMarginThat

Polar was able to liquidate before the FPA termination? They don't need to wait for any filings to be able to sell?

SlayZomb1

That's pretty standard. After seeing the latest FPA filing (certain "investors" promise not to redeem) I just don't think it's going to be that low. Clearly they are trying to keep trust intact.

Suspicious_Host

DKNG, GLD, AI, FPA, GAL [are trending SPACs](https://swaggystocks.com/dashboard/stocks/top-spacs-list). time to buy the dip?

SlayZomb1

At what price? And yes I'm still holding. Best case is a quick run-up due to 8-K. FPA may sell into that run-up but if I can catch it on time it'll be a solid return.

SlayZomb1

FPA. They bought redeemed shares most likely. And it's closer to 10 million now.

SlayZomb1

Perfect example today. Check out the FPA filed by $AMCI. Literal last minute filing.

SlayZomb1

Looks like $AMCI had to get an FPA put into place, hence all of the merger vote reschedulings. So this is definitely a low-floater although it may not be for long with the FPA now in place. Still holding out for news assuming they actually do the meeting in 30 minutes and combine.

redpillbluepill4

ADRA low float arbitrage If liquidate, goes to $10? If merge, low float for a few days/weeks? FPA? Good target with big reveneue.

SlayZomb1

Usually in the 423B filings. It's never obvious but searching by keywords like "FPA" and "backstop" can help.

anonymouser3

GIAC redemption numbers out 222,156 float + 990k FPA Ticker change tomorrow

RuinousGaze

Float is too big with FPA.

epyonxero

Disagree, with all the SPACs failing cancelling a FPA just allows the sponsor to reduce their risk in case the deal actually completes.

Son_of_CopperPenny

When a Sponsor terminates the Forward Purchase Agreement, after a deal is announced, shouldn’t that be viewed as a positive, as they expect enough cash to meet the requirement? I know FPA accounting has become a nightmare and removing it cleans up the deal. Can anyone add some thoughts?

Dozosozo

Great read from the FPA. All in all it does seem to reiterate the thought that LSI beats DCA 2/3 of the time and that DCA is advisable for, quote, “highly risk averse investors” - which I am not. I do agree that the decision is made on a case by case basis for each person based on numerous variables in one’s personal and financial situation.

kft99

That is not what I am saying. Short term it can be manipulated up or down though I think it is likely bleed down due to FPA. Long term this won't stay anywhere close to these levels once legacy holders are unlocked.

slammerbar

FPA with FINRA? If so, It’s a 90-day effective day document.

redpillbluepill4

Someone said they just filed an FPA

-_-Platypus-_-

I doubt there's more DD by sponsors now than two years ago, if that's what you mean. Mergers require SEC review and approval, a process which has slowed significantly over the past 12 mo. Plus, there are often additional agreements to facilitate deal closure (FPA, backstops, addtl PIPE, etc).

CommercialFindingNo9

My sister is in FPA and has pretty direct insight into it. Agree to disagree

janoycresovani

it has an FPA though.

janoycresovani

the volume on TINV/Grinder is absolutely attrocious. there is an FPA in place however.

redpillbluepill4

I guess i should have made it clear, I'm trying to play low float pumps, not interested much in long term holds. An FPA allows the investor to buy at a certain price if they choose. So if the price pumps to $20, they can buy at $10 and dump on everyone if they wish. Do you have a recommended book or website for me to read?

123_holden

LMAO - bought some yesterday....sold and bought back a couple of times today for small gains. Thinking of holding some until Oct 29 Doing some DD - trying to figure actual float before reverse redemptions. Total common shares were 13,041,000 (class A and Class B). Class A is the retail shares(float). 10,257,655 Class A shares were redeemed so float is 92,345 (10,350,000-10,257,655) shares before redemption reversals. That would be the lowest SPAC float ever. Unfortunately, the number of reverse redemptions are unknown - there was the one day when stock went to high $12 after news of the redemption numbers October 29th is the deadline. There is a prepaid FPA but it's not very straightforward. "On January 28, 2021 LMAO consummated the IPO of 10,350,000 units" "As of October 17, 2022, holders of an aggregate of 10,257,655 shares of Class A Common Stock had exercised their right to redeem their shares. Subsequently, LMAO has been made aware that certain holders of Class A Common Stock may request to change their election to have their shares redeemed, which LMAO may allow." "If LMAO does not consummate the Business Combination and fails to complete an initial business combination by October 29, 2022, LMAO will be required to dissolve and liquidate. "

kft99

The lockup is shit. People holding through merger probably going to get bagged. An FPA is not the only thing you should be worried about.

kft99

It has an FPA too, so the people buying are guaranteed to be bagholders

bozoputer

As I see it, this is a logistics question. You want to make sure your money is insured, which means no more than 250k in a bank account and no more than 500k in a brokerage account - spread it around. Then move it into the market with automatic daily DCA's into another brokerage account, following the same limits (FDIC or SIPC). You will want to do this over several years for stock. A CFP/FPA will be a good option to guide you through the specifics to minimize your risk and understand your situation/needs.

SPAC_Time

Can't tell if this is good news or bad. [Future Health ESG Corp Discloses that $100 Million PIPE and $20 Million Forward Purchase Agreement Have Been Terminated](https://www.sec.gov/Archives/edgar/data/1851182/000110465922108137/tm2228104d1_8k.htm) \- FHLT FHLTW Initially, that sounds like bad news. Then the 8-K filing says: "Future Health is in discussions to secure alternative strategic financing, **which management expects** ***will be less dilutive*** **to Future Health stockholders**. Termination of the Subscription Agreement and the Forward Purchase Agreement **is not expected** **to** impact Excelera’s operations or **delay closing of the Business Combination**." The original PIPE and FPA agreements were ***at $11 per share***. FHLT thinks they can get *less dilutive* financing? Perhaps a loan?

janoycresovani

the FPA can sell out now I guess with a decent gain.

SPAC_Time

The outside date is now less than month away: "Transfix, Inc. and G Squared Ascend I Inc. (NYSE: GSQD) (“G Squared Ascend I”) have extended the outside date to complete their proposed merger from May 3, 2022 to **November 3, 2022**." "[In conjunction with this extension](https://www.sec.gov/Archives/edgar/data/1882958/000110465922070574/tm2218293d1_425.htm), **funds affiliated with G Squared Ascend I have agreed to provide $50 million of guaranteed financing to Transfix on an accelerated timeline on or before September 30, 2022 under the previously announced Forward Purchase Agreement (the “FPA”). In addition, G Squared Ascend I will provide Transfix with up to an additional $50 million of committed capital whether or not the proposed merger closes**." There hasn't been any announcement that the FPA financing was completed on September 30. "Ward Davis, CEO of G Squared Ascend I said, “We are extremely pleased to extend the timeline to complete our merger. ***We remain hopeful that better market conditions*** inclusive of a reopening of new issuance will emerge in the months ahead..” In the meantime, Transfix has not updated the S-4 registration statement in [almost seven months](https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&filenum=333-260990&owner=exclude&count=40). So those aren't strong signals.

SPAC_Time

The FPA could have sold some, but there wasn't enough volume to sell it all.

kft99

Plenty of retail squeeze chasers are going to get bagged on this one. They will probably keep averaging down thinking FPA won't dump below 10 lol.

janoycresovani

One thing I don't understand, the stock gapped up to 20 something dollars the day of ticker change. Couldn't the FPA already sold everything then?

dfwgolfer1

I believe you missed the calculation period defined term for the FPA: ​ >Notwithstanding anything to the contrary in Section 4.13 of the Swap Definitions, each period from, and including, one Period End Date to, but excluding, the next following applicable Period End Date during the term of the Transaction, except that (a) **the initial Calculation Period will commence on, and include, the date of the closing of the Business Combination** and (b) **the final Calculation Period will end on, but exclude the Settlement Date**. I believe this verbiage means that the appropriate dates for the Reset Period are 9/28, 9/29, and 9/30. The VWAP calculation additionally includes regular trading hours (excludes pre-market and post-market). As a result, I believe the Reset Price to be below $7 currently.

SPAC_Time

The TL:DR version: There are about 122,000 shares in retail (probably) shareholders hands. There are 3,804,872 in the hands of FPA buyers. Those 3.8 million FPA shares are freely tradeable, and can ( and likely will ) be sold when the price of SHFS gets above a certain price. That certain price is $10.33, although it looks like it might be as low as $8 to $9 per share ( rough guesstimate ), based on the terms of the FPA and the volume weighted average price of SHFS from September 19 through September 30. **So if SHFS gets above $10.33 ( or maybe above $9 ), then the float is more like 3.9 million shares instead of 122,000 shares**. All of the links to relevant filings were included so others could check, but that's what it looks like upon reading the filings.

anonymouser3

its a 100k minus the FPA which have been selling into the float and will continue selling into the float

SPAC_Time

Not so sure about that. It looks like it would be more accurate to say the float is about 122,000 shares until/unless the price of SHFS is above $10.33 (this month). From [today's 8-K](https://www.sec.gov/Archives/edgar/data/0001854963/000149315222027592/form8-k.htm): "the Company’s **public stockholders own 3,926,598 shares of the Company’s Class A Common Stock**, which represents approximately 21.0% of the voting power of the Company (**up to 3,804,872 of which are held by the purchasers under that certain forward purchase agreement** dated June 16, 2022 by and among the Company and such purchasers). So \~ 122,000 shares are held by the public, and 3.8 held by Midtown East, Verdun, and Vellar, the Forward Purchase Agreement buyers: "[As of June 22, 2022](https://www.sec.gov/Archives/edgar/data/0001854963/000149315222017904/form8-k.htm), the Company has received redemption requests for 11,416,205 shares of Class A Stock in connection with the Business Combination. As of June 27, 2022, **Midtown East had purchased an aggregate of 1,599,496 shares of Class A Stock, Verdun had purchased an aggregate of 1,180,376 shares of Class A Stock, and Vellar had purchased an aggregate of 1,025,000 shares of Class A Stock** (the “Purchased Shares”) in the Forward Purchase Transaction **at an average purchase price per share of $10.21**. 630,736 of the Purchased Shares were purchased from a holder of 5% or more of the Class A Stock. Pursuant to the Forward Purchase Agreement, Midtown East, Verdun, and Vellar have waived all redemption rights under the Certificate of Incorporation that would require redemption by the Company of the Purchased Shares." **The Forward Purchase shares can be sold at any time,** so they should be part of the float; although they would likely not be sold ***this month*** unless the price of SHFS is > $10.33 ( the redemption price per share ) : "[The Forward Purchase Agreement provides](https://www.sec.gov/Archives/edgar/data/1854963/000149315222017058/form8-k.htm) that (a) one business day following the closing of the Business Combination, **the Company will pay to Midtown East, out of the funds held in the Company’s trust account**, an amount (the “Prepayment Amount”) **equal to the Redemption Price per share** (the “Initial Price”) multiplied by the aggregate number of Subject Shares and Additional Shares (as defined in the Forward Purchase Agreement), if any (together, the “Number of Shares”), on the date of such prepayment, (b) on the first business day of each calendar quarter after the closing of the Business Combination, the Company will pay to Midtown Madison Management LLC a structuring fee in the amount of $5,000 per quarter and (c) on the date occurring one settlement cycle following the valuation date (which shall occur on the earlier of (i) the third anniversary of the closing of the Business Combination and (ii) the date specified by Midtown East in a written notice (not earlier than the day such notice is effective) that, during any 30 consecutive scheduled trading day-period following the closing of the Business Combination, the volume weighted average trading price per share for 20 scheduled trading days during such period shall have been less than $3.00 per share, Midtown East shall deliver to the Company the Number of Shares less any Terminated Shares, as described below. **From time to time and on any scheduled trading day after the closing of the Business Combination, Midtown East may sell Subject Shares** or Additional Shares (or any other shares of common stock or other securities of the Company) **at its absolute discretion in one or more transactions, publicly or privately, and, in connection with such sales, terminate the Forward Purchase Transaction in whole or in part in an amount corresponding to the number of Subject Shares or Additional Shares sold** (the “Terminated Shares”). At the end of each calendar month during which any such early termination occurs, Midtown East will pay to the Company an amount equal to the product of (x) the number of shares terminated during such calendar month and (y) the Reset Price, where “Reset Price” refers to, initially, the Redemption Price. **The Reset Price will be adjusted on the first scheduled trading day** (as defined in the Forward Purchase Agreement) **of each month commencing on the first calendar month following the closing of the Business Combination** to be ***the lowest of*** (a) **the then-current Reset Price**, (b) **$10.00** and (c) **the VWAP Price (as defined in the Forward Purchase Agreement) of the last ten (10) scheduled trading days of the prior calendar month, but not lower than $5.00**; provided, however, that if the Company offers and sells shares of Class A Common Stock in a follow-on offering, or series of related offerings, at a price lower than, or upon any conversion or exchange price of currently outstanding or future issuances of any securities convertible or exchangeable for shares of Class A Common Stock being equal to a price lower than, the then-current Reset Price (the “Offering Price”), then the Reset Price shall be further reduced to equal the Offering Price." So, it looks like next month, for example if the VWAP price of SHFS is $6 for the last 10 days of October, the FPA buyers can sell their shares for $6 or more in November, pay $6 per share to SHFS, and keep the $4.33 difference between the redemption price and that $6 VWAP.

kft99

FPA already must have dumped shares, but redemption figures won't show that. Doubt anyone falls for that trick though.

Leoza0

what the hell is a FPA at 10.24? ty in advance

fickdichdock

Yeah but that would have required research and reading SEC filings and not just blindly trusting a comment on r/SPACs. But yeah your "Doesn't SHFS have an FPA? If so, people are going to get dumped on." was spot on.

kft99

And sure enough FPA dumped on retail in SHFS

kft99

Doesn't SHFS have an FPA? If so, people are going to get dumped on.

redpillbluepill4

Yeah like an FPA

xxChristianBale

I didn’t really think my comment through, I apologize bc it is fairly interesting in that they have an FPA vs just buying shares on the market in these cases. So it’s very possible you’re on to something. That’s just way too many tickers to go through though to figure out what they’re doing.

joeskunk

You are right that they have many positions. Now that you bring it up - it could be they owned GETY as an arb only. I can't make out. Thanks for bringing that up. The stuff around the OPAL FPA and ESSC still stand. It is possible they there are very favorable terms to the FPA, and that is why they took it. It is also possible they saw the possibility to legitimately own nearly the entire free float of a company - at a time small floats have making news for bagging so hard - and they took it on that basis. I am not claiming knowledge / certainty I don't have. It seems like an interesting possibility though.

redpillbluepill4

This is a despac, most shares dissapeared so float is super low. However, supposedly there's an FPA that increases the float and are likely to sell above $10. This is just my understanding I'm an idiot.

joeskunk

The 57k was from a reliable source. There is a FPA now on top of that. My point is though - that FPA is relatively small and owned by one party. So they can hold those very tightly and only sell at elevated prices. This is the pattern that seems to be occurring with other stuff where that party has an FPA.

TKO1515

No comments about the TPBA deal with Lavoro? David Friedberg. Also has $100m FPA at reasonable valuation? Guess ag is just boring

redpillbluepill4

Reversals and FPA. Be careful

redpillbluepill4

Looks like DWIN has an FPA coming together that might increase the float. Buy that's just my interpretation of the news.

janoycresovani

or there is some FPA fuckery making the float higher. Unless the redemption reversals have doubled/tripled/quadrupled the float which sounds unlikely how little volume there was above 10.03. I don't know, it's a gamble.

Hardcoreposer7

This price is already pricing in a horribly structured FPA, but there's little reason to think that would happen. Based on the investor relations reply, the delay is due to China issues, not funding. Therefore, unlikely that they would be looking to get a FPA and any FPA would've been filed already. IMO. https://twitter.com/valwithcatalyst/status/1564988477464256512?s=21&t=XV_XsSI5R-QegqHtpCr4cw

SheriffVA

FPA coming 🪦