Social Leverage Acquisition Corp I has
$345 million in trust and has received commitments from AMD,
ConsenSys, SK Inc. and others for an additional $50 million in new
investments
- W3BCLOUD provides the underlying physical (compute and storage)
infrastructure needed to support the growth of the Web3 ecosystem,
which favors developers, content creators, and consumers.
- The transaction values the combined company at an enterprise
value of $1.25 billion.
- Social Leverage Acquisition Corp I has expertise in growing and
guiding disruptive companies, which will help W3BCLOUD continue to
scale rapidly and support the growth of the Web3 ecosystem.
- W3BCLOUD expects to use transaction proceeds to significantly
accelerate its investments in storage and compute infrastructure,
which includes expanding its data center footprint and investing in
the Web3 developer ecosystem.
- Approximately 85% of W3BCLOUD’s data centers’ current energy
consumption is renewable.
- The Investor Presentation can be found on the W3BCLOUD investor
page, https://investors.w3bcloud.com/.
Publicly traded special purpose acquisition
company, Social Leverage Acquisition Corp I (NYSE: SLAC) (“SLAC”),
with $345 million in trust, today announced that it has entered
into a definitive business combination agreement with W3BCLOUD
Holdings Inc. (“W3BCLOUD”), a leading storage and compute
infrastructure provider for Web3. Upon closing of the transaction,
the company will be named W3BCLOUD, Inc., and shares of W3BCLOUD’s
common stock are expected to trade on a national exchange.
This press release features multimedia. View
the full release here:
https://www.businesswire.com/news/home/20220801005247/en/
Founded in 2018, W3BCLOUD provides storage and compute
infrastructure to power Web3’s decentralized economy. With today’s
transaction, W3BCLOUD aims to accelerate its investment in its
platform to drive adoption by the blockchain developer community.
Additionally, the company expects to benefit from emerging Web3 use
cases such as Web3-enabled gaming, NFTs, DeFi, and the Metaverse,
to further reinforce its position as a leading Web3 infrastructure
provider and diversify revenue.
In contrast to the current internet, the next evolution of the
internet, Web3, is underpinned by decentralized infrastructure
based on blockchain technology which favors developers, content
creators, and consumers with more closely aligned economics. By
building a next-generation platform to support Web3 developers,
W3BCLOUD expects to help bring this vision to fulfillment.
Specifically, W3BCLOUD’s flexible architecture is designed to scale
with Web3’s explosive growth and is supported by leading-edge
hardware and software expertise from AMD and ConsenSys.
SLAC raised gross proceeds of $345 million in its initial public
offering and was listed on the NYSE on February 12, 2021, with the
aim to combine with a high-growth technology company capitalizing
on a large opportunity. SLAC is sponsored by Social Leverage, an
early-stage technology-focused venture capital firm that has
invested in over 400 founder-led teams including many leading Web3
companies. Social Leverage and the SLAC team have built a
successful track record of investing in highly innovative companies
led by exceptional entrepreneurs based on their significant public
company experience, broad relationships, strategic expertise and
capital raising ability.
“W3BCLOUD is building the next generation infrastructure to
support the Web3 economy, transitioning more control and ownership
into the hands of developers and customers across industries
spanning finance, digital storage, media and entertainment,” said
Sami Issa, CEO of W3BCLOUD. “This transaction allows us to expand
our support to Web3 developers and scale with the Web3 economy’s
anticipated significant growth. I could not be more excited by the
depth of experience and knowledge Social Leverage will bring to our
company. With the added benefit of SLAC’s expertise and continued
technical support from AMD and ConsenSys, I believe that W3BCLOUD
will emerge as the leading dedicated platform to support the Web3
economy.”
“With its proprietary architecture, experienced management team,
and large market opportunity, W3BCLOUD is well positioned as the
‘picks and shovels’ play to leverage the secular shift to a
decentralized Internet,” said Howard Lindzon, CEO of SLAC. “The key
to building world class companies is having a management team with
passion, vision and deep domain experience, which perfectly
describes this team. Sami and his team have already proven their
ability to execute in an emerging and dynamic market. We are eager
to help W3BCLOUD continue to execute on this vision and build the
next great technology company.”
“We are in the early days of the establishment of a new trust
foundation enabled by decentralized protocols which undergird Web3
and its many applications. This technology is powering a paradigm
shift from the Age of Silos to the Age of Community,” said Joseph
Lubin, founder of ConsenSys and co-founder of Ethereum and W3BCLOUD
board member. "W3BCLOUD is pioneering a next-generation
decentralized hardware/software compute and storage platform for
Web3 to better serve the developer community and end users, by
advancing decentralization of the hardware layers of Web3 upon
which the software innovations of the past decade are critically
reliant.”
Transaction Overview The transaction values the combined
company at an enterprise value of $1.25 billion. The company will
receive up to $345 million in proceeds from SLAC’s cash in trust
(assuming no redemptions). Additionally, W3BCLOUD has received
commitments for $40 million from ConsenSys, SK Inc. and others for
new investments in connection with the transaction and has an
agreement with AMD for an additional equity investment of $10
million, each of which is subject to certain conditions. The
parties intend to raise additional capital of up to $100 million
post-announcement, though there is no guarantee that such funds
will be able to be raised on favorable terms or at all. It is
estimated that through this transaction, W3BCLOUD will receive
approximately $445 million in cash to its balance sheet assuming
$100 million of additional capital raised post-announcement, no
redemptions of shares of common stock held by SLAC's shareholders
and after estimated transaction expenses.
Existing W3BCLOUD shareholders will roll 100% of their equity in
the transaction and are expected to own approximately 66% upon
transaction close (assuming no redemptions). W3BCLOUD shareholders
have the potential to receive an earnout of additional shares of
common stock of the combined company if certain stock price targets
are met as set forth in the definitive business combination
agreement.
The transaction, which has been unanimously approved by the
boards of directors of W3BCLOUD and SLAC, is expected to close in
the fourth quarter of 2022, subject to, among other things, SEC
review, approval of SLAC shareholders, regulatory approvals, and
the satisfaction of other customary closing conditions. Additional
information regarding the terms of the transactions can be found in
a Current Report on Form 8-K filed today by SLAC.
Upon closing, the combined operating entity will continue to be
led by Sami Issa as CEO and Wael Aburida as CFO, along with an
experienced management team. Joseph Lubin, founder of ConsenSys and
co-founder of Ethereum, will remain on W3BCLOUD’s Board of
Directors. Mr. Lubin has established himself as a guiding force in
the blockchain industry and a powerful advocate of decentralized
technology. The Chairman of SLAC, Paul Grinberg, will join the
board of the new combined company. Mr. Grinberg has 35 years of
experience in M&A and advising, running, and serving on the
boards of numerous public and private companies. He currently
serves as the Chairman of Axos Financial, Inc., the holding company
for Axos Bank, a digital-first bank that provides consumer and
commercial banking products through its low-cost distribution
channels and affinity partners. Sami Issa and Wael Aburida will
join the Board of Directors.
Investor Presentation A copy of the investor presentation
can be found by accessing the investor relations section of
W3BCLOUD’s website, https://investors.w3bcloud.com/.
Advisors Perella Weinberg Partners is acting as exclusive
financial advisor to W3BCLOUD.
Barclays is acting as exclusive M&A advisor to SLAC.
Barclays and B. Riley Securities are acting as capital markets
advisors and joint placement agents to SLAC. Blueshirt Capital
Advisors is serving as an investor relations advisor to
W3BCLOUD.
Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal
counsel to W3BCLOUD. Ropes & Gray LLC is acting as legal
counsel to SLAC. Latham & Watkins LLP is acting as legal
advisor to Barclays and B. Riley Securities.
Additional Information about the Business Combination and
Where to Find It In connection with the proposed business
combination, SLAC intends to file a preliminary proxy statement
with the Securities and Exchange Commission (the "SEC") relating to
the proposed business combination, which will be mailed (if and
when available) to all SLAC shareholders once definitive.
Additionally, SLAC will file other relevant materials with the SEC
in connection with the proposed business combination. Copies of the
definitive proxy statement and all other relevant materials for the
proposed business combination filed or that will be filed with the
SEC may be obtained free of charge at the SEC's website at
www.sec.gov. In addition, the documents filed by SLAC may be
obtained free of charge from SLAC at
www.socialleverageholdings.com/sec. This press release does not
contain all the information that should be considered concerning
the proposed business combination and is not intended to form the
basis for any investment decision or any other decision in respect
of the proposed business combination. Before making any voting or
investment decision, investors and shareholders of SLAC are urged
to read, when available, the preliminary proxy statement, any
amendments thereto, the definitive proxy statement and all other
relevant materials filed or that will be filed with the SEC in
connection with the proposed business combination because they will
contain important information about the proposed business
combination and the parties to the proposed business
combination.
Participants in Solicitation SLAC and W3BCLOUD and their
respective directors and executive officers, under SEC rules, may
be deemed to be participants in the solicitation of proxies of
SLAC's stockholders in connection with the proposed business
combination. Investors and security holders may obtain more
detailed information regarding the names and interests in the
proposed business combination of SLAC's directors and officers in
SLAC's filings with the SEC, including SLAC’s initial public
offering prospectus, which was filed with the SEC on February 16,
2021, and SLAC’s subsequent annual report on Form 10-K and
quarterly reports on Form 10-Q. To the extent that holdings of
SLAC's securities by insiders have changed from the amounts
reported therein, any such changes have been or will be reflected
on Statements of Change in Ownership on Form 4 filed with the SEC.
Information regarding the persons who may, under SEC rules, be
deemed participants in the solicitation of proxies to SLAC's
shareholders in connection with the business combination will be
included in the proxy statement/prospectus relating to the proposed
business combination when it becomes available. You may obtain free
copies of these documents as described in the preceding
paragraph.
No Offer or Solicitation This press release shall not
constitute a proxy statement or solicitation of a proxy, consent,
or authorization with respect to any securities or in respect of
the proposed business combination. This communication shall also
not constitute an offer to sell, or a solicitation of an offer to
buy any securities of SLAC or W3BCLOUD, nor shall there be any sale
of securities in any state or jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
Forward-Looking Statements This communication includes
"forward-looking statements" within the meaning of the "safe
harbor" provisions of the Private Securities Litigation Reform Act
of 1995 with respect to the proposed business combination between
SLAC and W3BCLOUD. Forward-looking statements may generally be
identified by the use of words such as “believe,” “may,” “will,”
“estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,”
“would,” “plan,” “project,” “forecast,” “predict,” “potential,”
“seem,” “seek,” “future,” “outlook,” “target” or other similar
expressions (or the negative versions of such words or expressions)
that predict or indicate future events or trends or that are not
statements of historical matters. Forward-looking statements are
predictions, projections, and other statements about future events
that are based on current expectations and assumptions and, as a
result, are subject to risks and uncertainties that could cause the
actual results to differ materially from the expected results.
These statements are based on various assumptions, whether or not
identified in this communication. These forward-looking statements
are provided for illustrative purposes only and are not intended to
serve as, and must not be relied on by an investor as, a guarantee,
an assurance, a prediction, or a definitive statement of fact or
probability. Many actual events and circumstances are beyond the
control of W3BCLOUD and SLAC.
These forward-looking statements include, without limitation,
W3BCLOUD's and SLAC's expectations with respect to targeted future
financial results and anticipated financial impacts of the proposed
business combination. Many factors could cause actual future events
to differ from the forward-looking statements in this
communication, including but not limited to (i) changes in domestic
and foreign business, market, financial, political and legal
conditions; (ii) the inability of the parties to successfully or
timely consummate the proposed business combination, including the
risk that any required regulatory approvals are not obtained, are
delayed or are subject to unanticipated conditions that could
adversely affect the combined company or the expected benefits of
the proposed business combination or that the approval of the
stockholders of SLAC is not obtained; (iii) the ability to maintain
the listing of the combined company’s securities on the stock
exchange; (iv) the inability to complete any private placement
financing; (v) the risk that the proposed business combination
disrupts current plans and operations of SLAC or W3BCLOUD as a
result of the announcement and consummation of the transaction
described herein; (vi) the risk that any of the conditions to
closing are not satisfied in the anticipated manner or on the
anticipated timeline; (vii) the failure to realize the anticipated
benefits of the proposed business combination; (viii) risks
relating to the uncertainty of the projected financial information
with respect to W3BCLOUD and costs related to the proposed business
combination; (ix) risks related to the rollout of W3BCLOUD’s
business strategy and the timing of expected business milestones;
(x) the effects of competition on W3BCLOUD’s future business and
the ability of the combined company to grow and manage growth
profitably, maintain relationships with customers and suppliers and
retain its management and key employees; (xi) risks related to
domestic and international political and macroeconomic uncertainty;
(xii) the outcome of any legal proceedings that may be instituted
against SLAC, W3BCLOUD or any of their respective directors or
officers, following the announcement of the potential business
combination; (xiii) the amount of redemption requests made by
SLAC’s public stockholders; (xiv) the ability of SLAC or the
combined company to issue equity, if any, in connection with the
proposed business combination or to otherwise obtain financing in
the future; (xv) the impact of the global COVID-19 pandemic and
governmental responses on any of the foregoing risks; (xvi) risks
related to digital assets technology, industry and regulations;
(xvii) changes in laws and regulations; and (xviii) those factors
discussed in SLAC’s Annual Report on Form 10-K for the year ended
December 31, 2021 and Quarterly Report on Form 10-Q for the quarter
ended March 31, 2022, in each case, under the heading “Risk
Factors,” and other documents of SLAC to be filed with the SEC.
W3BCLOUD and SLAC caution that the foregoing list of factors is not
exclusive or exhaustive and not to place undue reliance upon any
forward-looking statements, including projections, which speak only
as of the date made. If any of these risks materialize or SLAC’s or
W3BCLOUD’s assumptions prove incorrect, actual results could differ
materially from the results implied by these forward-looking
statements. There may be additional risks that neither SLAC nor
W3BCLOUD presently know or that SLAC and W3BCLOUD currently believe
are immaterial that could also cause actual results to differ from
those contained in the forward-looking statements. In addition,
forward-looking statements reflect SLAC’s and W3BCLOUD’s
expectations, plans or forecasts of future events and views as of
the date of this press release. SLAC and W3BCLOUD anticipate that
subsequent events and developments will cause SLAC’s and W3BCLOUD’s
assessments to change. These forward-looking statements should not
be relied upon as representing W3BCLOUD’s assessments as of any
date subsequent to the date of this press release. Neither W3BCLOUD
nor SLAC gives any assurance that W3BCLOUD or SLAC will achieve its
expectations. Neither W3BCLOUD nor SLAC undertake or accept any
obligation to publicly provide revisions or updates to any
forward-looking statements, whether as a result of new information,
future developments or otherwise, or should circumstances change,
except as otherwise required by securities and other applicable
laws. Accordingly, undue reliance should not be placed upon the
forward-looking statements.
About W3BCLOUD W3BCLOUD provides the compute and storage
infrastructure to power the decentralized application layer for
Web3 protocols. Founded in 2018, W3BCLOUD is a joint venture among
AMD, ConsenSys, and the company’s founders.
About Social Leverage Acquisition Corp I Social Leverage
Acquisition Corp I is a blank check company, also commonly referred
to as a SPAC, formed for the purpose of effecting a business
combination with a company, with a primary focus on innovative and
mission-driven businesses in the financial technology, enterprise
software, or consumer technology sectors.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220801005247/en/
W3BCLOUD Media: Karbo Communications
W3BCLOUD@karbocom.com
Investor Relations: Greg McNiff, The Blueshirt Group
investors@W3BCLOUD.com
Social Leverage Acquisition Corp I Media Douglas Horlick
doug@socialleverage.com
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