Vertex Venture files to list Singapore’s first SPAC to raise S$200M

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Vertex Venture Holdings, a subsidiary of Singapore state-owned investment company Temasek Holdings, has filed Thursday for an initial public offering (IPO) of Vertex Technology Acquisition Corp., or VTAC, set to become the first special purpose acquisition company (SPAC) to list in Singapore.

A SPAC is essentially a “blank check” company, which raises funds in a public offering and seeks businesses or other assets to acquire later.

The market capitalization of VTAC, based on the offering price of S$5.00 a unit and a post-offering share capital of 40 million units, will be S$200 million, the prospectus filed to the Monetary Authority of Singapore Thursday said.

Each unit consists of one share and 0.3 warrant per share to be issued at the completion of the offering and 0.2 warrant per share to be issued around the time of the initial business combination, the prospectus said. Each whole warrant entitles the holder to subscribe for one share at an exercise price of S$5.75 each, the filing said.

The offering is subject to an overallotment option for an additional 2.36 million units, which will be borrowed from a subsidiary of the sponsor, Vertex Ventures, for use by the stabilizing manager to settle any over-allotments and for stabilizing activities, the filing said. If the over-allotment option is exercised, the offering will raise S$211.8 million, the prospectus said.

For the international placement and public offering, VTAC will offer 11.8 million units, subject to an over-allotment option, the filing said.

The sponsor, Vertex Ventures, via its wholly owned subsidiary Vertex SPV will subscribe for 6 million units, or around 15 percent of the issued share capital assuming the over-allotment option is not exercised, the filing said.

Cornerstone investors

In addition, an aggregate 22.2 million units will be offered to the cornerstone investors, equivalent to 55.5 percent of the post-listing equity, assuming the over-allotment option is not exercised, the prospectus said.

Cornerstone investor Venezio Investments, an indirect wholly owned subsidiary of Temasek, will acquire 6 million units, or a 15 percent post-listing stake, the filing said. Napier Investments, which wholly owns Venezio, is a wholly owned subsidiary of Tembusu Capital, which is in turn a wholly owned subsidiary of Temasek.

Cornerstone investor Fullerton Fund Management, an indirect subsidiary of Temasek, will acquire 2.6 million units, or a 6.5 percent post-listing stake, the filing said.

The other cornerstone investors taking up 13.6 million units, or a 34 percent interest, include: Asdew Acquisitions, DBS Bank and DBS Bank (Hong Kong) on behalf of certain wealth management clients, Dymon Asia Multi-Strategy Investment Master Fund, Fortress Capital Asset Management, Greenpark Investments, Linden Capital LP, Lion Global Investors, Target Asset Management, The Segantii Asia-Pacific Equity Multi-Strategy Fund and UBS Asset Management (Singapore).

None of the DBS Bank or DBS Bank (Hong Kong) wealth management clients will be substantial shareholders once the listing is completed, the prospectus said.

What will VTAC buy?

The prospectus said VTAC’s mandate is to make its initial business combination within 24 months from listing, and it will be seeking businesses which are: Technology-driven, fast-growing and scalable, at an inflection point in their growth, have a strong management team, have cross-border potential with market leadership and have an appropriate valuation.

VTAC will be focusing on six themes: Cyber security and enterprise services, artificial intelligence (AI), consumer internet and technologies, financial technologies, autonomous driving and new-energy vehicles, and biomedical technologies and digital healthcare, the prospectus said.

Vertex Ventures, the sponsor, highlighted that it has an active portfolio of over 200 companies, and has managed more than US$5.1 billion in assets as of end-December.

The proceeds of the offering will be deposited in an escrow account and may be used for an initial business combination and paying expenses for listing, the filing said.

The joint global coordinators, bookrunners and underwriters are Credit Suisse (Singapore), DBS Bank and Morgan Stanley Asia (Singapore).

Who are the cornerstone investors?

Fullerton Fund Management is wholly owned by FFMC Holdings, which is held 51:49 by Seviora Holdings and NTUC Income Holdings, respectively. Seviora Holdings is wholly owned by Pilatus Investments, which is wholly owned by Tembusu Capital, a wholly owned Temasek subsidiary.

NTUC Income Holdings is wholly owned by NTUC Income Insurance Co-operative.

Asdew Acquisitions, based in Singapore, is mainly owned by Wang Yu Huei and invests in listed equities, fixed income and real estate products.

Dymon Asia Multi-Strategy Investment Master Fund is the flagship product of Dymon Asia Capital (Singapore), an Asia-focus alternative investment management firm; the fund is multi-asset class, investing in foreign exchange, fixed income/rates, equities, credit and commodities. The fund has assets under management of around US$2.29 billion, the prospectus said.

Malaysia-based Fortress Capital Asset Management (M) manages investment portfolios for institutional investors and the high net worth segment.

Greenpark Investments is an affiliate of Nuri Holdings (S); the Nuri group has businesses across real estate, manufacturing, retail, technology, financial services and natural resources, the filing said.

Linden Capital is a multi-strategy hedge fund focusing on convertible arbitrage, convertible credit/special situations, SPACs and credit.

Lion Global Investors, majority owned by Great Eastern Holdings and part of the OCBC group, is a Southeast Asian asset manager with US$52.7 billion under management as of end-September; it mainly manages Asian fixed income and equities for clients including government, government-linked corporations, companies, charitable organisations and retail investors.

Singapore-based Target Asset Management, a boutique fund management firm, was started by Teng Ngiek Lian in 1996 and specializes in listed equities in Asian markets.

The Segantii Asia-Pacific Equity Multi-Strategy Fund is an investment fund managed by Hong Kong-based Segantii Capital Management.

UBS Asset Management (Singapore), part of the UBS group, has entered the cornerstone agreement in its capacity as the investment manager for the Nineteen77 Global Multi-Strategy Alpha Master, the prospectus said.