SPAC

Special Purpose Acquisition Companies

Park Avenue Capital provides comprehensive advisory services for navigating the complex and dynamic world of Special Purpose Acquisition Companies (SPACs). Our team brings a wealth of experience in structuring SPAC transactions, offering end-to-end guidance through every stage of the process, from initial planning and regulatory considerations to execution and post-transaction integration. We specialize in helping companies go public on major exchanges such as the NYSE, NASDAQ, and other global markets. Working closely with our clients, we develop customized strategies that align with their growth objectives, leveraging our deep capital markets expertise and strong industry relationships. With a focus on maximizing value and ensuring seamless execution, we position businesses for success in the increasingly competitive SPAC landscape. Our tailored advisory approach enables clients to capitalize on public market opportunities while effectively managing risks and regulatory complexities.

Park Avenue Capital, Focused on Small and Mid-Market corporations

Primary Focus

Traditional investment banks are focusing on large deals or public equities. We know how to manage the complexities and intricacies of working in a small- to midmarket environment

Cross-Border Capabilities

Provide unique cross-border M&A services to tap into this global opportunity. Focus and expertise on opportunities across the pond

Bringing Private Companies to the US Public Markets

Experience and track record helping private companies in illiquid markets to access the US capital markets. M&A , SPACs and Fund Raising from US investors and in the US markets

PAC is uniquely positioned to exploit this mid-market M&A Opportunity

Cross-border

Experience

Offices in the US and Europe provide cross-border M&A insights.

20+ years in

Mid-Market

Proven track record with over 20 years focused on mid-market deals.

Deep Banking

Expertise

Each Partner has over 20 years of experience in investment banking.

Strong Investor

Relationships

Built trusted relationships with family offices, funds and investors.

Proven Track

Record

History of successfully executing mid-market SPACs and M&A transactions.

SPAC Advisory

Partnership

Partner with the leading advisory firm in US for SPAC transactions.

SPAC Transaction Timeline

It is possible to complete the SPAC transaction within 6 months from the start

We will target to complete the transaction faster, depending on availability of documentation and the PCAOB Audit

Why going public through a SPAC is a strategic advantage for companies

Instrument	Description	Best Scenario	Worst Scenario
Non Redeeming cash in trust	Investors non redeeming cash in trust in the SPAC. Today redemptions are very high and close to 100%. We imagine a SPAC with $69M cash in trus	10% of the investors decide to notredeem. Approx. $7M of proceeds	Cash in trust is fully redeemed. $0M of proceeds for the Company
PIPE Capital	Strategic investors, long term investors , purchasing a private placement into a public company. Usually the placement is at discount with a target of $7/$8 per share	$20M raised with the PIPE at $8 per share	$0M Raised with PIPE, no interest in the Company by any strategic investor
Non-Redemption Agreements (NRA)	Original SPAC Sponsors and Investors accepting not to redeem in exchange of a significant discount	No need for no-redemption agreements	$20M raise only via nonredemption agreements. Diluting around 15% effective at around $6 per share (plus warrants)

To assure enough capital, we will raise $20Mto pay all the fees, expenses and leave at least $15M in the balance sheet of the company

In the best case scenario, these $20M come from cash in trust plus a PIPE. In the worst case scenario the capital comes from Non Redemption agreements. The following calculations are based on the worst case scenario

Example of how we analyze the available SPACS

-	SPAC - 1	SPAC - 2	SPAC - 3	SPAC - 4
IPO	3/22/24	2/21/24	Dec 15th	12/04/2023
Current Expiration	6/22/25	Nov 23rd	9/19/24	12/06/2024
Current Trust Value ($m)	$69	$69	$60	$69
Focus Sector	General	General	General	Healthcare
Shares	6.9	6.9	6	6.9
Sponsor Promote	1.73	1.73	1.5	1.73
Rights	1.38	0.99	0.6	1.38
Public Warrant	0	0	0	0
Private Warrant	0	0	0	0

We have identified the above 4 SPACs as potential top candidates due to the following attributes:

►10 or more months until maturity

►Industry agnostic or Healthcare focused

►Founder Shares less than $20mm or 2mm shares

►No Warrants, and consequently no future dilution

►Have Rights., which will get converted to Class A shares at close of the business combination and will increase public float

Example post merger Cap Table for a Company with an EV
of $160M raising $20M net in the transaction

-	VALUE	CASH	PRICE	NUMBER OF SHARES	%
Original Shareholders	$160M		$10	16,000,000	74.72%
SPAC Sponsors	$10M		$10	1,000,000	4.67%
SPAC Rights	$10M		$10	1,000,000	4.67%
PIPE Capital		$5M	$7	714,000	3.34%
Bridge Capital		$1M	$5	200,000	0.93%
NRA		$15M	$6	2,500,000	11.67%
Total		$21M		21.414.000	100.00%

Company shareholers will remain with around 75% of the company after the SPAC transaction

Additional Earnouts can be put in place to issue further shares to the original shareholders based on future achievements

Example Key Numbers

Based on a $160M valued company and $15M net transaction

with a bridge of $1M to pay for expenses

Net Capital Available

$15

at the closing of the transaction

Bridge

$1M

At signiture of DA

Ownernship

75%

At closing

Potential Ownership

80%

After Earn Outs

Available Capital

$10-15M

in the next 12 months

SPAC Transaction Summary

Numbers assume worst case scenario of full redemption and only $5M of PIPE capital

All proceedings are net of fees to be paid (success fees, expenses, advisors)

$1M bridge to pay advisors, legal and audit

When the stock price goes up more shares are issued to the shareholders bringing them to 80% ownership

Equity value for the original shareholders $160M at closing of the transaction