Research from Water Tower Research, Water Tower Research

Water Tower Research

Research from Water Tower Research

Water Tower Research is a leading equity research firm that provides research on micro, small and mid cap companies.

Water Tower Research was founded by Wall Street veterans after witnessing a fundamental shift in the investment research industry with the result being a declining knowledge base among investors, a lack of awareness and a shrinking pool of fundamental research being conducted on companies across the small-cap and micro-cap spectrum. The same issues are now increasingly occurring in the mid-cap space. This sea change within the investment community is impacting not only the companies themselves but also current shareholders and potential investors. With significantly less active sell-side sponsorship by Wall Street, a substantial information gap has developed between companies and various constituents in the financial community. The net result is fewer channels for insight and information to flow between companies and investors.

Equity Research Firm

Equity Bottom-Up

<ul><li>Last year was transformational for KITT, with its strategy shifting to commercializing its technology from its prior focus on research and development.</li><li>The company expects 2025 “will continue to be a year of change.”</li><li>On the earnings call and callback, our focus was on sizing the opportunity, the outlook for the year given long lead times and seasonality in the business, and the competitive landscape.</li></ul>

Last year was transformational for KITT, with its strategy shifting to commercializing its technology from its prior focus on research and development.The company expects 2025 “will continue to be a year of change.”On the earnings call and callback, our focus was on sizing the opportunity, the outlook for the year given long lead times and seasonality in the business, and the competitive landscape.

Nauticus Robotics, Inc.: On the Anvil of Commercialization

Thematic (Sector/Industry)

<ul><li>There are no new SPAC IPOs to report for month of June so far, nor any new IPO registrations. </li><li>YTD, there have been only 15 IPO pricings, of which six came in February, and only nine new S-1 registrations have been filed thus far. </li><li>The SPAC IPO pipeline stands at just 45 versus a number that peaked at 310 in September 2021.</li></ul>

There are no new SPAC IPOs to report for month of June so far, nor any new IPO registrations. YTD, there have been only 15 IPO pricings, of which six came in February, and only nine new S-1 registrations have been filed thus far. The SPAC IPO pipeline stands at just 45 versus a number that peaked at 310 in September 2021.

<h2>KEY HIGHLIGHTS</h2>
<div></div>
<ul>
<li>A second bite of the cherry for PONO.&nbsp;In complete contrast to the start of August, which began with a flurry of deal announcements and ended as the second-most active deal-making month of the year with a total of 18 IBC agreements penned, September has started in much more subdued fashion. Two deals have been announced in the first week of the month, one of which involves PONO Capital Corp. (PONO), which only last month terminated its $440 million merger agreement with cannabinoid drug developer Benuvia last month. This time, PONO has elected to go for a different kind of trip by entering into a $600 million IBC agreement with AERWINS Technologies, a Japanese maker of a luxury hoverbike called Xturismo and operator of a drone monitoring service called C.O.S.M.O.S. The second deal of the month puts together Minority Equality Opportunities Acquisition (MEOA), the first minority-led SPAC, with cloud service provider Digerati Technologies.</li>
<li>A fourth de-SPAC bankruptcy declared.&nbsp;September so far has brought no additional deal cancelations, but we have had another liquidation announcement. Having seen two IBC deals slip through its hands in the past year, SPAC Mudrick Capital Acquisition Corp. II (MUDS) has called it quits and will liquidate its trust on September 12. Meanwhile, Clarus Therapeutics (CRXT) is the latest de-SPAC to declare bankruptcy. On September 5, 2022, it announced that it had filed voluntary petitions under Chapter 11. There does seem to be some value in the Z-Score analysis we presented in our July 6 edition of SPAC Talk as CRXT was identified as the highest-risk candidate for bankruptcy.</li>
<li>Playing for time.&nbsp;This week’s SPAC Talk Focus broaches the topic of SPAC extension votes. We’ve seen a flurry of these in recent months. Considering the prevailing compressed deadline timelines and the glut of SPACs searching for targets, we expect the trend to continue, with higher risk of liquidations.</li>
</ul>
<h2>SPAC STATISTICS</h2>
<figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/297/072/original/image_6302584421662677663248.png?1662677665" class="editor-image img-responsive" data-smartkarma-image-id="297072"></figure>
<div class="content-remarks">
<p>Source: WTR</p>
</div>
<h2>SPAC HAPPENINGS IN AUGUST 2022</h2>
<p>Figure 1: IPO Pricings/Completed Liquidations</p>
<figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/297/073/original/image_16398344031662677700389.png?1662677701" class="editor-image img-responsive" data-smartkarma-image-id="297073"></figure>
<div class="content-remarks">
<p>Source: WTR Research</p>
</div>
<p>Figure 2: IBC Announcements/Terminations</p>
<figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/297/074/original/image_87289618241662677722323.png?1662677723" class="editor-image img-responsive" data-smartkarma-image-id="297074"></figure>
<div class="content-remarks">
<p>Source: WTR Research</p>
</div>
<p>Figure 3: De-SPACings</p>
<figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/297/075/original/image_83021344351662677745009.png?1662677746" class="editor-image img-responsive" data-smartkarma-image-id="297075"></figure>
<div class="content-remarks">
<p>Source: WTR Research</p>
</div>
<h2>SPAC/DE-SPAC RETURNS</h2>
<p>Figure 4: Live IBCs (Initial Business Combinations)—Key Stats</p>
<figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/297/076/original/image_36187748261662677773344.png?1662677775" class="editor-image img-responsive" data-smartkarma-image-id="297076"></figure>
<div class="content-remarks">
<p>Source: WTR Research</p>
</div>
<p>Figure 5: Top 5 Live IBCs by Share Price</p>
<figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/297/077/original/image_29314896671662677800441.png?1662677802" class="editor-image img-responsive" data-smartkarma-image-id="297077"></figure>
<div class="content-remarks">
<p>Source: WTR Research</p>
</div>
<p>Figure 6: Bottom 5 Live IBCs by Share Price</p>
<figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/297/078/original/image_8374105681662678244555.png?1662678245" class="editor-image img-responsive" data-smartkarma-image-id="297078"></figure>
<div class="content-remarks">
<p>Source: WTR Research</p>
</div>
<p>Figure 7: De-SPACs—Key Stats</p>
<figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/297/079/original/image_85377508591662678266497.png?1662678267" class="editor-image img-responsive" data-smartkarma-image-id="297079"></figure>
<div class="content-remarks">
<p>Source: WTR Research</p>
</div>
<p>Figure 8: Top 5 De-SPAC Performers by Share Price</p>
<figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/297/080/original/image_788511279101662678289182.png?1662678290" class="editor-image img-responsive" data-smartkarma-image-id="297080"></figure>
<div class="content-remarks">
<p>Source: WTR Research</p>
</div>
<p>Figure 9: Bottom 5 De-SPAC Performers by Share Price</p>
<figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/297/081/original/image_746846875111662678313698.png?1662678314" class="editor-image img-responsive" data-smartkarma-image-id="297081"></figure>
<div class="content-remarks">
<p>Source: WTR Research</p>
</div>
<h2>SPAC TALK FOCUS</h2>
<h2>Playing for Time or Delaying the Inevitable?</h2>
<p>SPACs have a limited time to find a company to acquire and complete the acquisition. This has typically been about two years. However, this timeframe has been steadily contracting since mid-2021. While the SPAC IPO market has all but dried up in recent months, the average timeframe given to the 74 SPAC IPOs that have been priced in 2022 to date is around 13 months, of which one-third have nine- to 12-month mandates to complete an IBC.</p>
<figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/297/082/original/image_391274460121662678341161.png?1662678341" class="editor-image img-responsive" data-smartkarma-image-id="297082"></figure>
<p>These mandates, however, do not tend to be set in stone as many SPACs have built-in extensions, where they have the option to invest additional capital monthly or quarterly into the trust to extend their duration resulting in what is known as an overfunded trust, which will be returned to the SPAC investor should the SPAC eventually liquidate the trust. If a SPAC does not have built-in extensions or must extend past its available extensions, it can request that its shareholders approve additional extensions.</p>
<p>The option to extend deadlines is not limited to SPACs searching for targets, but also SPACs working to close deals following IBC announcements. The glut of SPACs searching for deals is extending the time it is taking SPACs to find merger partners, while the prevailing uncertain economic environment is increasing the time it is taking to close deals. The proliferation of deal terminations in 2022 has simply accentuated this trend as SPACs renew their search for new targets. All these factors have led to a rising number of deadline extension votes in recent months. There has been a total of 71 extension votes scheduled this year if we include the three scheduled so far in October versus a total of 22 deadline extension votes in all of 2021.</p>
<figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/297/083/original/image_407851064131662678360590.png?1662678361" class="editor-image img-responsive" data-smartkarma-image-id="297083"></figure>
<p>As of writing, there are 564 SPACs, of which 76 have less than three months to complete an IBC let alone find one, while 316 have less than six months. Of the 115 SPACs with deals yet to be completed, 20 have less than one month to do so, 34 have less than two months, and 52 have less than three months. It looks like SPAC shareholders will continue to be inundated with extension vote meeting notices at least through the rest of the year.</p>
<p>While for the most part, extensions have been granted, it is not always plain sailing to get sufficient votes for the extension or the special meeting has been preceded by heavy stock redemptions. There have been a couple of very recent instances (not included in the numbers we have cited above) where scheduled meetings have been canceled resulting in liquidation as was the case with Isleworth Healthcare Acquisition Corp. (ISLE) in August and Warrior Technologies Acquisition Company (WARR) earlier this month.</p>
<p>Even those with transactions yet to close could struggle to secure a shareholder approved deadline extension. A prime example is Digital World Acquisition Corp. (DWAC), which is seeking an extension of up to one year to close its deal with Trump Media and Technology Group. DWAC was forced to reschedule the extension vote from September 6 to September 8, indicating the SPAC did not have the 65% votes it requires to get the requested extension mandate. The meeting was scheduled for 12pm EDT today (September 8) but has been adjourned for the second time to 3pm EDT. Today is the actual deadline day for the SPAC. DWAC has said that if its shareholders do not approve the extension, its sponsor ARC Global Investments would contribute about $2.9 million to extend the deadline until December 8. Nevertheless, there remains uncertainty as to whether the deal will ultimately be consummated. This SPAC, which is a standout in that it continues to trade at more than double its redemption price, may well be living on borrowed time.</p>
<p>In the prevailing environment, shareholder approved extensions are not guaranteed, which points to increasing momentum in SPAC liquidations going forward.</p>
<h2>DISCLOSURES</h2>
<div></div>
<p>Water Tower Research (“WTR”) is a professional publisher of investment research reports on public companies and, to a lesser extent, private firms (“the Companies”). WTR provides investor-focused content and digital distribution strategies designed to help companies communicate with investors.<br><br>WTR is not a registered investment adviser or a broker/dealer nor does WTR provide investment banking services. WTR operates as an exempt investment adviser under the so called “publishers’ exemption” from the definition of investment adviser under Section 202(a)(11) of the Investment Advisers Act of 1940. WTR does not provide investment ratings / recommendations or price targets on the companies it reports on. Readers are advised that the research reports are published and provided solely for informational purposes and should not be construed as an offer to sell or the solicitation of an offer to buy securities or the rendering of investment advice. The information provided in this report should not be construed in any manner whatsoever as personalized advice. All users and readers of WTR’s reports are cautioned to consult their own independent financial, tax and legal advisors prior to purchasing or selling securities.<br><br>Robert Sassoon, who is the writer of this report, covers the Emerging Growth &amp; Special Situations and Healthcare sectors for WTR. Mr. Sassoon and members of his household have no personal or business-related relationship to the subject company other than providing digital content and any ancillary services WTR may offer.<br><br>Unless otherwise indicated, WTR intends to provide continuing coverage of the covered companies. WTR will notify its readers through website postings or other appropriate means if WTR determines to terminate coverage of any of the companies covered.<br><br>In certain instances, including this report, WTR will write research covering non-clients. Readers should assume that WTR may seek to turn these non-paying companies into paying clients. Likewise, WTR may seek to transform these non-clients into paying clients of it or of its affiliate, which provides services such as presenting at sponsored investor conferences, distributing press releases, advising on investor relations and broader corporate communications and public relations strategies as well as performing certain other related services (“Ancillary Services”). The companies that WTR covers in our research are not required to purchase or use Ancillary Services of WTR or an affiliate might offer to clients.<br><br>The manner of WTR’s potential research compensation and Ancillary Services to covered companies raise actual and perceived conflicts of interest. WTR is committed to manage those conflicts to protect its reputation and the objectivity of employees/analysts by adhering to strictly written compliance guidelines.<br><br>The views and analyses included in our research reports are based on current public information that we consider to be reliable, but no representation or warranty, expressed or implied, is made as to their accuracy, completeness, timeliness, or correctness. Neither we nor our analysts, directors, officers, employees, representatives, independent contractors or agents shall be liable for any omissions, errors or inaccuracies, regardless of cause, foreseeability or the lack of timeliness of, or any delay or interruptions in the transmission of our reports to content users. This lack of liability extends to direct, indirect, incidental, exemplary, compensatory, punitive, special or consequential damages, costs, expenses, legal fees, losses, lost income, lost profit or opportunity costs.<br><br>All investment information contained herein should be independently verified by the reader or user of this report. For additional information, all readers of this report are encouraged to visit WTR’s website www.watertowerresearch.com.</p>

KEY HIGHLIGHTS


A second bite of the cherry for PONO.&nbsp;In complete contrast to the start of August, which began with a flurry of deal announcements and ended as the second-most active deal-making month of the year with a total of 18 IBC agreements penned, September has started in much more subdued fashion. Two deals have been announced in the first week of the month, one of which involves PONO Capital Corp. (PONO), which only last month terminated its $440 million merger agreement with cannabinoid drug developer Benuvia last month. This time, PONO has elected to go for a different kind of trip by entering into a $600 million IBC agreement with AERWINS Technologies, a Japanese maker of a luxury hoverbike called Xturismo and operator of a drone monitoring service called C.O.S.M.O.S. The second deal of the month puts together Minority Equality Opportunities Acquisition (MEOA), the first minority-led SPAC, with cloud service provider Digerati Technologies.
A fourth de-SPAC bankruptcy declared.&nbsp;September so far has brought no additional deal cancelations, but we have had another liquidation announcement. Having seen two IBC deals slip through its hands in the past year, SPAC Mudrick Capital Acquisition Corp. II (MUDS) has called it quits and will liquidate its trust on September 12. Meanwhile, Clarus Therapeutics (CRXT) is the latest de-SPAC to declare bankruptcy. On September 5, 2022, it announced that it had filed voluntary petitions under Chapter 11. There does seem to be some value in the Z-Score analysis we presented in our July 6 edition of SPAC Talk as CRXT was identified as the highest-risk candidate for bankruptcy.
Playing for time.&nbsp;This week’s SPAC Talk Focus broaches the topic of SPAC extension votes. We’ve seen a flurry of these in recent months. Considering the prevailing compressed deadline timelines and the glut of SPACs searching for targets, we expect the trend to continue, with higher risk of liquidations.

SPAC STATISTICS


Source: WTR

SPAC HAPPENINGS IN AUGUST 2022
Figure 1: IPO Pricings/Completed Liquidations


Source: WTR Research

Figure 2: IBC Announcements/Terminations


Source: WTR Research

Figure 3: De-SPACings


Source: WTR Research

SPAC/DE-SPAC RETURNS
Figure 4: Live IBCs (Initial Business Combinations)—Key Stats


Source: WTR Research

Figure 5: Top 5 Live IBCs by Share Price


Source: WTR Research

Figure 6: Bottom 5 Live IBCs by Share Price


Source: WTR Research

Figure 7: De-SPACs—Key Stats


Source: WTR Research

Figure 8: Top 5 De-SPAC Performers by Share Price


Source: WTR Research

Figure 9: Bottom 5 De-SPAC Performers by Share Price


Source: WTR Research

SPAC TALK FOCUS
Playing for Time or Delaying the Inevitable?
SPACs have a limited time to find a company to acquire and complete the acquisition. This has typically been about two years. However, this timeframe has been steadily contracting since mid-2021. While the SPAC IPO market has all but dried up in recent months, the average timeframe given to the 74 SPAC IPOs that have been priced in 2022 to date is around 13 months, of which one-third have nine- to 12-month mandates to complete an IBC.

These mandates, however, do not tend to be set in stone as many SPACs have built-in extensions, where they have the option to invest additional capital monthly or quarterly into the trust to extend their duration resulting in what is known as an overfunded trust, which will be returned to the SPAC investor should the SPAC eventually liquidate the trust. If a SPAC does not have built-in extensions or must extend past its available extensions, it can request that its shareholders approve additional extensions.
The option to extend deadlines is not limited to SPACs searching for targets, but also SPACs working to close deals following IBC announcements. The glut of SPACs searching for deals is extending the time it is taking SPACs to find merger partners, while the prevailing uncertain economic environment is increasing the time it is taking to close deals. The proliferation of deal terminations in 2022 has simply accentuated this trend as SPACs renew their search for new targets. All these factors have led to a rising number of deadline extension votes in recent months. There has been a total of 71 extension votes scheduled this year if we include the three scheduled so far in October versus a total of 22 deadline extension votes in all of 2021.

As of writing, there are 564 SPACs, of which 76 have less than three months to complete an IBC let alone find one, while 316 have less than six months. Of the 115 SPACs with deals yet to be completed, 20 have less than one month to do so, 34 have less than two months, and 52 have less than three months. It looks like SPAC shareholders will continue to be inundated with extension vote meeting notices at least through the rest of the year.
While for the most part, extensions have been granted, it is not always plain sailing to get sufficient votes for the extension or the special meeting has been preceded by heavy stock redemptions. There have been a couple of very recent instances (not included in the numbers we have cited above) where scheduled meetings have been canceled resulting in liquidation as was the case with Isleworth Healthcare Acquisition Corp. (ISLE) in August and Warrior Technologies Acquisition Company (WARR) earlier this month.
Even those with transactions yet to close could struggle to secure a shareholder approved deadline extension. A prime example is Digital World Acquisition Corp. (DWAC), which is seeking an extension of up to one year to close its deal with Trump Media and Technology Group. DWAC was forced to reschedule the extension vote from September 6 to September 8, indicating the SPAC did not have the 65% votes it requires to get the requested extension mandate. The meeting was scheduled for 12pm EDT today (September 8) but has been adjourned for the second time to 3pm EDT. Today is the actual deadline day for the SPAC. DWAC has said that if its shareholders do not approve the extension, its sponsor ARC Global Investments would contribute about $2.9 million to extend the deadline until December 8. Nevertheless, there remains uncertainty as to whether the deal will ultimately be consummated. This SPAC, which is a standout in that it continues to trade at more than double its redemption price, may well be living on borrowed time.
In the prevailing environment, shareholder approved extensions are not guaranteed, which points to increasing momentum in SPAC liquidations going forward.
DISCLOSURES

Water Tower Research (“WTR”) is a professional publisher of investment research reports on public companies and, to a lesser extent, private firms (“the Companies”). WTR provides investor-focused content and digital distribution strategies designed to help companies communicate with investors.  WTR is not a registered investment adviser or a broker/dealer nor does WTR provide investment banking services. WTR operates as an exempt investment adviser under the so called “publishers’ exemption” from the definition of investment adviser under Section 202(a)(11) of the Investment Advisers Act of 1940. WTR does not provide investment ratings / recommendations or price targets on the companies it reports on. Readers are advised that the research reports are published and provided solely for informational purposes and should not be construed as an offer to sell or the solicitation of an offer to buy securities or the rendering of investment advice. The information provided in this report should not be construed in any manner whatsoever as personalized advice. All users and readers of WTR’s reports are cautioned to consult their own independent financial, tax and legal advisors prior to purchasing or selling securities.  Robert Sassoon, who is the writer of this report, covers the Emerging Growth &amp; Special Situations and Healthcare sectors for WTR. Mr. Sassoon and members of his household have no personal or business-related relationship to the subject company other than providing digital content and any ancillary services WTR may offer.  Unless otherwise indicated, WTR intends to provide continuing coverage of the covered companies. WTR will notify its readers through website postings or other appropriate means if WTR determines to terminate coverage of any of the companies covered.  In certain instances, including this report, WTR will write research covering non-clients. Readers should assume that WTR may seek to turn these non-paying companies into paying clients. Likewise, WTR may seek to transform these non-clients into paying clients of it or of its affiliate, which provides services such as presenting at sponsored investor conferences, distributing press releases, advising on investor relations and broader corporate communications and public relations strategies as well as performing certain other related services (“Ancillary Services”). The companies that WTR covers in our research are not required to purchase or use Ancillary Services of WTR or an affiliate might offer to clients.  The manner of WTR’s potential research compensation and Ancillary Services to covered companies raise actual and perceived conflicts of interest. WTR is committed to manage those conflicts to protect its reputation and the objectivity of employees/analysts by adhering to strictly written compliance guidelines.  The views and analyses included in our research reports are based on current public information that we consider to be reliable, but no representation or warranty, expressed or implied, is made as to their accuracy, completeness, timeliness, or correctness. Neither we nor our analysts, directors, officers, employees, representatives, independent contractors or agents shall be liable for any omissions, errors or inaccuracies, regardless of cause, foreseeability or the lack of timeliness of, or any delay or interruptions in the transmission of our reports to content users. This lack of liability extends to direct, indirect, incidental, exemplary, compensatory, punitive, special or consequential damages, costs, expenses, legal fees, losses, lost income, lost profit or opportunity costs.  All investment information contained herein should be independently verified by the reader or user of this report. For additional information, all readers of this report are encouraged to visit WTR’s website www.watertowerresearch.com.

SPAC Talk: Playing for Time or Delaying the Inevitable?

Independent Research, SPACs, SPAC Track

SPAC Track

Independent Research, SPACs

Equity Capital Markets

Nauticus Robotics  / Equity Capital Markets

<ul><li>Cleantech Acquisition Corp. (CLAQ: warrants +5.41%) &amp; Nauticus Robotics (Valuation: $377M EV)</li><li>Armada Acquisition Corp. I (AACI: warrants +10.23%) &amp; Rezolve (Valuation: $1.85B EV)</li><li>Investindustrial Acquisition Corp. (IIAC) completed its merger with Ermenegildo Zegna N.V.</li></ul>

Cleantech Acquisition Corp. (CLAQ: warrants +5.41%) &amp; Nauticus Robotics (Valuation: $377M EV)Armada Acquisition Corp. I (AACI: warrants +10.23%) &amp; Rezolve (Valuation: $1.85B EV)Investindustrial Acquisition Corp. (IIAC) completed its merger with Ermenegildo Zegna N.V.

United States

Nauticus Robotics, Inc. operates as a software company. The Company cloud-based subsea robots and software to provides ocean robotic solutions for energy, aquaculture, and security applications. Nauticus Robotics serves customers worldwide.

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