NEO Exchange Launches SPAC-Lite Pilot Program

On April 16, 2021 the NEO Exchange announced a new 12-month pilot program for a go-public vehicle intended for early stage growth companies looking for a senior exchange listing – a “G-Corp” (a trademarked term filed by Aequitas Innovations Inc., owners of the NEO. The new Growth Acquisition Corporation is like a SPAC-lite – a “blank cheque” corporation who completes an IPO with the intention of acquiring and listing a private company within a specific time frame under specific conditions (see https://perlaw.ca/2016/10/24/spacs-and-cpcs-alternatives-to-private-equity/).

The NEO Exchange is a Canadian senior exchange that has been recognized by the Ontario Securities Commission and Canadian Securities Administrators since 2014. According to the NEO Exchange, it has at least 10 SPAC listings which raised over $2.4 billion. The G-Corp Program is intended to permit earlier stage companies who might not be large enough to be targeted by a SPAC access to a senior exchange listing – something that is not immediately available to issuers listing through the TSX Venture Exchange’s Capital Pool Company program.

The key features of the G-Corp program are as follows:

• Founders form G-Corp
• Initial public offering of at least $2,000,000 of which 100% is placed in escrow
• Target for a qualifying transaction (“QT”) must be identified within 24 months, and the QT must be completed within 27 months
• The Resulting Issuer upon completion of the QT must have a market capitalization of at least $30,000,000
• The G-Corp must file a prospectus in connection with the IPO and QT
• Unlike a SPAC, there is no redemption feature. Shareholders cannot redeem their escrowed funds prior to the QT, however the QT must be approved by the shareholders of the G-Corp, excluding votes of the founders
• If the G-Corp fails to complete QT, escrowed funds are returned on a pro rata basis to investors

Completion of the QT typically involves the acquisition of one or more business or assets. The QT can be completed by way of purchase, amalgamation, arrangement or merger with a private company and will typically results in the reverse takeover of the G-Corp.

The Securities team at Perley-Robertson, Hill & McDougall LLP has extensive experience taking early-stage companies public. We know the challenges companies with limited resources face raising capital and can work with you to meet the listing requirements for your chosen going-public pathway.