Legacy Matterport stockholders did not automatically become Matterport stockholders. Instead, Matterport’s transfer agent would issue Matterport Class A common shares 5 to Legacy Matterport stockholders upon receipt of a letter of transmittal surrendering their Legacy Matterport shares. Plaintiff William J. Brown served as the Chief Executive Officer of Legacy Matterport, a privately held spatial data company, from November 2013 to December 2018. Over his five years at Legacy Matterport, Brown received equity compensation in the form of stock options, granting him the right to purchase 1, 350, 000 shares of Legacy Matterport. Matterport’s customers include residential and commercial real estate, the AEC industry (Architecture, Engineering & Construction), as well as insurance companies.

Rival iBuyer Offerpad will follow suit later this year when it merges with a SPAC started by Zillow co-founder Spencer Rascoff. The pandemic accelerated demand for Matterport’s 3D renderings of physical spaces. It pushed the company to release its first-ever smartphone app, allowing users to create a digital twin of their property in minutes. Matterport has evolved from a slow-growing maker of expensive 3D cameras to a subscription software company aiming to help create and manage digital versions of the world’s physical spaces, Bloomberg reports.

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The portal has seen surging interest in its 3D offerings during the coronavirus pandemic. In the case of Gore Holdings VI, shares were trading at around $14 Thursday, with less than 24 hours before the company officially merged with Matterport. That share price represents a general upward trend since mid May, when shares bottomed out at less than $11, but it’s a considerable drop since February, when news of the Matterport merger propelled prices to more than $24 per share.

What Is Matterport Merging With?

To the extent that any conflicting evidence was presented, I have weighed it and made findings of fact accordingly. Given the limited focus of this decision, the discussion of certain peripheral facts is abbreviated. Where facts are drawn from exhibits jointly submitted by the parties at trial, they are referred to according to the numbers provided on the parties‘ joint exhibit list (cited as „JX „) unless defined.

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As a result of the business combination, Legacy Matterport stockholders had the right to receive Matterport shares only after they submitted a letter of transmittal. Delaware courts will apply the literal text of a contract (e.g., bylaws) as opposed to what may have been the spirit of the agreement. Since 2002, the Delaware courts have maintained a public policy against permitting entrepreneurs to use Delaware law to revive defunct Delaware entities with public listings in order to access the public markets and evade federal securities laws.

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I observed that the case should be heard and decided before the expiration of the transfer restrictions, given „the plaintiff’s concerns about market risk“ and the „potential for selling pressure.“ The 52 percent pullback in GHVI stock has provided buying opportunities for long-term bargain investors. Matterport expects https://xcritical.com/ to generate sales of $123 million in 2021 and forecasts its sales growing by 65 percent in 2022 and 60 percent in 2023. In 2025, the company projects revenue of $747.3 million and an attractive gross margin of 73 percent. It expects to turn EBITDA positive in 2024 and foresees an EBITDA of $78.5 million in 2025.

  • The letter “Q” added to the end of a stock symbol is not a good sign for investors; “Q” means the company is in the midst of bankruptcy proceedings.
  • To date, the company has completed five other SPAC mergers, including one with United Wholesale Mortgage.
  • This strategy has been around for years, but has recently grown in popularity — including in real estate.
  • These interactive versions of the real world help people access and analyze properties virtually.
  • In the case of Gore Holdings VI, shares were trading at around $14 Thursday, with less than 24 hours before the company officially merged with Matterport.
  • Rival iBuyer Offerpad will follow suit later this year when it merges with a SPAC started by Zillow co-founder Spencer Rascoff.

The significant fall has pushed CCIV below its 50- and 200-day moving averages, though it now looks to be much more reasonably valued. The company believes there’s a large total addressive market of more than $1.2 trillion for the digitization of spaces, with less than one percent of space currently digitized and Matterport leading the way. One of Matterport’s top rivals in the space, GeoCV, shut down nearly two years ago after a patent infringement dispute between the two firms.

Is Matterport Overvalued?

I agree with the plaintiff’s interpretation of the bylaw as it concerns Brown’s shares. The evidence demonstrates that Brown did not hold Matterport Class A shares „immediately following“ the transaction under any commonly accepted meaning of that phrase. Synergy Management Group LLC petitioned the court to have a custodian appointed for Forum Mobile, Inc. , a defunct Delaware corporation , pursuant to Section 226 of the Delaware General Corporation Law . Section 226 of the DGCL provides that any stockholder may petition the court to have a custodian appointed for any corporation that has abandoned its business and has failed within a reasonable time to take steps to dissolve, liquidate or distribute its assets. Synergy desired to have the custodian revive Forum in order to use it as a blank-check company to access public markets.

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In choosing to merge with a SPAC, Matterport also jumped on an increasingly popular trend. The idea behind the SPAC strategy is that it allows companies to go public without jumping through the comparatively more rigorous hoops involved in a more traditional initial public offering. It is, in other words, a faster and easier way to begin raising money via stock sales. The company will begin selling shares via a SPAC merger at a moment when interest in 3D tours is surging — and when more competitors are inching onto Matterport’s turf. The Matterport deal represents the seventh SPAC merger for Gores, and second real estate-related independent public offering.

Delaware law rejects „unreasonable“ contractual interpretations that lead to an „absurd result.“But the evidence demonstrates that some Legacy Matterport stockholders would 9 have received their Matterport shares within a few days of closing. That timing could be viewed as consistent with a plain reading of the bylaw. The plaintiff only received his Matterport shares when he submitted letters of transmittal, more than 100 days after the closing, and therefore he argued that he did not hold Lockup Shares (and was not subject to the lock-up) since he did not hold Matterport shares “immediately following” the transaction. The court agreed with the plaintiff, holding that the plain terms of the bylaws provided that the lock-up only applied to holders of Matterport shares “immediately following” the closing and that, as a matter of law, a period of 100 days was not “immediately following” the closing. It is unnecessary to define the precise time period that the „immediately following“ language covers. The only question presently before the court is how the transfer restrictions apply to the plaintiff.

As a result, option symbol GHIV will also change to UWMC effective at the opening of business on January 22, 2021. 105 at (Brown testifying that he submitted his letters of transmittal „either November 4th or November 5th of 2021“ for certain shares and „on November 19, 2021“ for the „remainder of his shares“). Master Fund, Ltd., 224 A.3d 964, 977 (Del. 2020) („Because corporate charters and bylaws are contracts, our rules of contract interpretation apply.“ (quoting Hill Int’l Inc. v. Opportunity P’rs L.P., 119 A.3d 30, 38 (Del. 2015))). Unless otherwise noted, the facts described in this section were stipulated to by the parties or proven by a preponderance of the evidence.

The transaction, which gives Matterport an implied pro forma equity value of $2.9 billion, is about to close. Brown has proven, by a preponderance of the evidence, that he is not subject to the transfer restrictions in Section 7.10 of the A&R Bylaws. Brown filed his Verified Complaint on July 13, 2021, along with a motion for a temporary restraining order and a motion to expedite. On July 19, 2021, I denied the former because of laches and granted the latter.

The court observed that much has changed since the announcement of that policy and, therefore, the court sought guidance from the Securities and Exchange Commission on its position with respect to Synergy’s attempt to use Delaware law to circumvent the federal securities regulatory regime. The SEC took no position on the matter but did detail the existing protections for public stockholders under the federal securities laws. The court interpreted the SEC’s decision not to take a position as meaning that Delaware’s public policy could not, in this case, provide a basis for denying Synergy’s petition. This matter concerns trading restrictions adopted in connection with a transaction between defendant Matterport Operating, LLC („Legacy Matterport“) and a special purpose acquisition company .

As a SPAC, Gores Holdings VI has no operations other than finding a private company to take public. If the merger is approved by shareholders, the companies will combine and be publicly traded under the Matterport name. Accordingly, I find that Brown does not hold Lockup Shares subject to the transfer restrictions in Section 7.10. This conclusion is the natural consequence of the „deliberate and knowing selection of words for inclusion“ in the A&R Bylaws, which the court will not rewrite. As part of its merger with GHVI, Matterport will get gross proceeds of about $345 million in cash held by GHVI in trust and $295 million in PIPE at $10 per share. The PIPE investors include BlackRock, Miller Value Partners, Fidelity, and Tiger Global.

Who Will Ghvi Merge With?

As real estate professionals strategize on how to do business in 2021’s competitive, fast-paced housing market, they’ll discover the need for better tools to market their listings. HW Media connects and informs decision makers matterport spac merger across the housing economy. Professionals rely on HW Media for breaking news, reporting, and industry data and rankings. Will change its name, trading symbol and CUSIP to UWM Holdings Corporation , CUSIP 91823B109.

The company’s 3D technology is used in over 130 countries and by clients including Marriott International and Redfin. In June, Matterport announced that it has entered into a partnership with Facebook to use AI and a dataset of 3D indoor spaces in academic research. After months of waiting, 3D tour company Matterport is set to make its public debut on the stock market this morning, marking the latest example of a real estate oriented tech firm merging with a so-called “blank check” company. Matterport, a spatial data firm that makes software for virtual property tours, will merge with a special purpose acquisition company led by billionaire investor Alec Gores. Matterport is the latest firm to use a SPAC to make its public debut, in favor of the more traditional initial public offering route. Real estate technology company Opendoor also went public via a merger with a SPAC in late 2020.

“We believe the proposed transaction with Gores Holdings VI unlocks the potential of our platform and accelerates our mission to make every building and every space more valuable and accessible,” Matterport CEO RJ Pittman said in a statement. Should the merger be approved by investors , CCIV will cease to trade, and shares will be converted to LCID, which will trade on the NYSE starting July 23. The company’s average rating score is 3.00, and is based on 2 buy ratings, no hold ratings, and no sell ratings. The letter “Q” added to the end of a stock symbol is not a good sign for investors; “Q” means the company is in the midst of bankruptcy proceedings. In many cases, however, the company’s old stock — labeled with the ominous “Q” indicator — is dissolved after the proceedings. Matterport is going public via a SPAC merger with Gores Holdings VI .

Gores Holdings VI is the seventh SPAC vehicle affiliated with The Gores Group, a nearly 35-year-old global investment company. To date, the company has completed five other SPAC mergers, including one with United Wholesale Mortgage. “We believe the proposed transaction with Gores Holdings VI unlocks the potential of our platform and accelerates our mission to make every building and every space more valuable and accessible,” Matterport CEO RJ Pittman, said in a statement. The merger will give the combined company — which will be listed on the NASDAQ exchange under the ticker symbol “MTTR” — an enterprise value of approximately $2.3 billion and a total equity value of $2.9 billion. This strategy has been around for years, but has recently grown in popularity — including in real estate. Most famously, Opendoor went public via a SPAC merger in December.

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