BWACU = 1C + 1W


Prospectus 11/17/20

1W + $11.50. Call $18. 

Term = 12 months + two 3 month options to extend (18 months total).

Trust = $10.10. Upon consummation of the offering, an aggregate of $111,100,000 (or $127,765,000 if the over-allotment option is exercised in full) or $10.10 will be deposited into a US trust account maintained by Continental Stock Transfer & Trust Company, as trustee

currently intend to focus on target companies in the healthy living industries that benefit from strong Environmental, Social and Governance (“ESG”) profiles in North American and Europe. 


Our sponsor, BWA Holdings LLC, is an entity owned by members of our management, and is affiliated with N*GEN. Rosemary L. Ripley, our CEO, and Peter S. H. Grubstein, our CFO, are experienced operating and investment professionals and have worked together at N*GEN since 2007. Founded in 2001, N*GEN has raised over $500 million in a number of venture capital investment vehicles that it currently manages. N*GEN is a market innovator and leader in ESG and impact investing, making numerous direct investments in healthier consumer sectors, energy efficiency, urban farming and smart cities. N*GEN utilizes proprietary research and adds value to its portfolio companies by helping them scale their growth through adding resources and knowledge in marketing, sales and operations. As a result, N*GEN has developed deep industry relationships across its sectors.

Led by Ms. Ripley and Mr. Grubstein, our management team brings a unique track record, entrepreneurial success, long-standing relationships and deep expertise that is suited to take advantage of the growing set of acquisition opportunities in the healthy living industries and to create shareholder value.

Ms. Ripley brings years of private equity, strategy and M&A experience in the consumer products industry. She is Managing Director and control shareholder of N*GEN. Ms. Ripley leads N*GEN’s focus on consumer companies with differentiated products and services in food and beverage, and personal and household care. She works actively on boards of several portfolio companies including Zevia, a leading zero calorie, all natural sparkling beverage company, Nlyte Software, a provider of software solutions for hybrid infrastructure management for data centers, and Hyla Mobile, a provider of solutions for the mobile ecosystem. She also serves on the board of Heineken, N.V. Over her career in the consumer industry, Ms. Ripley has orchestrated transactions worth approximately $40 billion for both large and small companies. From September 1990 to March 2005, Ms. Ripley was responsible for worldwide corporate business development worldwide at Altria Group (NYSE: MO, previously Philip Morris Companies), parent company of Kraft Foods and Miller Brewing Company. Ms. Ripley led many of the expansionary growth plans and transformative acquisitions for Kraft and Miller with the goal of transforming the parent company so that it could gain broader institutional recognition as a consumer products company rather than a tobacco company. Among the transformative transactions she led were the acquisition of Nabisco Foods, the initial public offering of Kraft Foods, and the merger of Miller Brewing Company with South African Breweries. Prior to joining Altria Group, she ran the Retail and Consumer Group at two investment banks. Ms. Ripley also co-founded Circle Financial Group, a multi-family investment advisory firm specializing in the investment needs of ultra-high net worth women, which has been re-branded Circle Wealth Management. She graduated from Yale University and received an MBA from the Yale School of Management.

Mr. Grubstein has deep operating and investing experience in the manufacturing and distribution businesses and in the sustainability sectors. He is the founder and Managing Member of N*GEN, a venture capital and growth equity investment firm focusing on healthy and sustainable living he founded in 2001. Since 2000, Mr. Grubstein has invested in sustainable businesses with innovative solutions to impact the world’s biggest problems. Mr. Grubstein has extensive experience as an entrepreneur, operating executive, and venture capital investor. He has grown N*GEN from one of the earliest to invest in sustainable technologies, to an enterprise with three venture capital investment funds, raising over $500 million. Mr. Grubstein is currently a member of the Board of Directors of Enzymedica. Mr. Grubstein graduated from Yale University with a Bachelor of Arts.