​Spinning Eagle SPNGU = 1C + 1/5W


​Edgar

Prospectus 12/23/20


1W + $11.50. Call $18. 

  • If we call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.”

​Term = 24 months. Can be extended to 30 w/ definitive agreement in first 24 months.


​Trust = $10.00. $1,500,000,000, or $1,725,000,000 if the underwriters’ over-allotment option is exercised in full ($10.00 per unit), will be deposited into a US trust with Continental Stock Transfer & Trust Company acting as trustee,


​GOLDMAN & SACHS 


​The members of our management team, including Harry E. Sloan, our Chief Executive Officer and Chairman, and Eli Baker, our President and Chief Financial Officer, have extensive experience with special purpose acquisition companies and consummating business combinations.


Lots of SPACS, here are some of their previous ones:

  • In January 2020, Messrs. Sloan and Baker, and Jeff Sagansky, our founding investor, founded Flying Eagle Acquisition Corp., or Flying Eagle, a blank check company formed for substantially similar purposes as our company, in which Mr. Sloan served as chief executive officer and chairman and Mr. Baker served as president, chief financial officer and secretary. In December 2020, Flying Eagle completed its initial business combination with Skillz Inc., a technology company that enables game developers to monetize their content through fun and fair multi-player competition, for an aggregate purchase price of approximately $3.5 billion.


  • In April 2019, Messrs. Baker and Sagansky founded Diamond Eagle Acquisition Corp., or Diamond Eagle, a blank check company formed for substantially similar purposes as our company, in which Mr. Sagansky served as chief executive officer and chairman, Mr. Baker served as president, chief financial officer and secretary and Harry E. Sloan, our Chief Executive Officer and Chairman, was a founding shareholder.


  • ​In July 2017, Messrs. Sagansky and Baker founded Platinum Eagle Acquisition Corp., or Platinum Eagle, a blank check company formed for substantially similar purposes as our company, in which Mr. Sagansky served as chief executive officer and chairman, Mr. Baker served as president, chief financial officer and secretary and Mr. Sloan was a founding shareholder. Platinum Eagle completed its initial public offering in January 2018, in which it sold 32,500,000 units, each consisting of one Class A ordinary share and one-third of one warrant to purchase one Class A ordinary share, for an offering price of $10.00 per unit, generating aggregate proceeds of $325,000,000. Platinum Eagle completed its initial business combination in March 2019, in which Platinum Eagle, through its wholly-owned subsidiary, Topaz Holdings LLC, acquired all of the outstanding equity interests of Target Logistics Management, LLC and RL Signor Holdings, LLC for an aggregate purchase price of $1.311 billion. In the transaction, Platinum Eagle changed its name to Target Hospitality Corp., or Target Hospitality. Target Hospitality is a vertically integrated specialty rental and hospitality services company.


Our efforts to identify a prospective initial business combination target will not be limited to a particular industry, sector or geographic region. While we may pursue an initial business combination opportunity in any industry or sector, we intend to capitalize on the ability of our management team to identify and combine with a business or businesses that can benefit from our management team’s established global relationships and operating experience. Our management team has extensive experience in identifying and executing strategic investments globally and has done so successfully in a number of sectors, including media and entertainment. Our amended and restated memorandum and articles of association prohibit us from effectuating a business combination solely with another blank check company or similar company with nominal operations.