Queen’s Gambit Growth Capital has found a company to merge with and, in turn, bring public

From our Women's PE Briefs - week commencing August 2, 2021

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Queen’s Gambit Growth Capital, a special purpose acquisition company with an all-female management team and an all-female board, has found a company to merge with and, in turn, bring public. 

The SPAC will combine with Swvl, Inc., a Dubai-based provider of mass transit and shared mobility solutions. The transaction will result in Swvl receiving proceeds of up to $445 million, being valued at $1.5 billion and trading on Nasdaq under the symbol SWVL. Swvl currently provides tech-enabled mass transit across 10 major cities. It has raised more than $90 million from such entities as BECO Capital and Vostok New Ventures. Queen’s Gambit went public earlier this year, raising $275 million. The SPAC’s CEO is Victoria Grace, who is the founding partner of Colle Capital Partners, an early-stage tech venture fund. She previously was a partner at Wall Street technology Partners LP, a mid-stage technology fund. The blank check company’s CFO is Anastasia Nyrkovskaya, who is chief financial officer of FORTUNE Media LP. The Queen’s Gambit’s board consists of Jennifer Barbetta, who is chief operating officer and senior managing director at Starwood Capital Group; Cheryl Martin, founder and principal of Harwich Partners, LLC; Jill Putman, chief financial officer at Jamf Hold Corp.; Jeannine Sargent, who serves as an advisor to Breakthrough Energy Ventures, Generation Investment Management, LLP and Katalyst Ventures Management, LLC; Lone Fønss Schrøder, who serves as the CEO of Concordium AG; and Elizabeth Weymouth, who is the founder of Grafine Partners, LP and was previously a partner at Riverstone Holdings, LLC. The SPAC also has an advisory board that includes Betsy Atkins, CEO and founder of Baja Corp.; Nelda Connors, who is chair and CEO of Pine Grove Holdings, LLC; and Hannah Jones, who is the founder and president of Nike Valiant Labs. In a statement, Victoria said that “when forming Queen's Gambit, I was squarely focused on assembling a team of highly successful and strategically minded women with unparalleled global relationships, to identify and then grow a disruptive platform that solves complex challenges and empowers underserved populations. In Swvl, we have found each of those things and more. Having established a leadership position in key emerging markets, we believe Swvl is ready to capitalize on a truly global market opportunity. We look forward to working with their team to create significant and sustained value for investors and all stakeholders alike. We will bring to bear the collective financial and operational expertise of the Queen's Gambit platform, for the benefit of Swvl and the communities that it serves and believe this combination will serve as a catalyst for massive growth at scale.” Victoria and Anastasia also head another SPAC, Queen’s Gambit Growth Capital II, which is in registration to go public.

A special purpose acquisition whose board includes Apollo Global Management, Inc.’s Olivia Wassenaar and Christine Hommes has found a company to bring public. 

Spartan Acquisition Corp. III has agreed to combine with Allego, a pan-European vehicle charging network. Allegro is backed by Meridiam Infrastructure. The transaction would raise $702 million and value Allegro at $3.14 billion. Once the deal was complete, the company would trade on the New York Stock Exchange under the symbol ALLG. Allego has more than 26,000 public EV charging ports across 12,000 public and private locations in 12 European countries. In a statement, Olivia said, “at Spartan and Apollo, we are committed to advancing ESG-focused business models. We are excited to work with Allego as they execute against their compelling pipeline of growth opportunities and help eliminate emissions from the environment.” In addition to Olivia and Christine, the SPAC’s board also included Jan Wilson, who is a senior advisor to the Canada Pension Plan Investment Board. Another SPAC that Olivia, Christine and Jan were board members of, Spartan Acquisition Corp. II, agreed earlier this year to combine with Sunlight Financial, LLC, a residential solar financing platform. It is now traded on the New York Stock Exchange. The three are also on the board of another Apollo-sponsored SPAC, Spartan Acquisition Corp. IV, which filed to go public in March. Olivia, a senior partner with Apollo, has long focused on the energy sector. She currently serves on the board of Apollo portfolio companies Talos Energy, Inc., LifePoint Health, Inc. and High Road Resources. She joined Apollo in 2018 from Riverstone Holdings where she was most recently a managing director. Oliva has spoken at both the Women’s Private Equity Summit and the Women’s Alternative Investment Summit. Christine, who has been with Apollo since 2011, is a partner in the firm’s natural resources group. She is on the boards of Talos, Chisholm Oil & Gas, Momentum Minerals, Momentum Minerals II, Belvedere Royalties, LLC, Boardwalk Holdings, LLC, Freestone Midstream Holdings, LLC, Northwoods Energy, LLC and Roundtable Energy Holdings.

A TPG-sponsored special purpose acquisition company whose board includes TPG Partner Julie Hong Clayton, has found a company to merge with.

TPG Pace Solutions is combining with Vacasa in a deal that will see the vacation rental management platform become publicly traded on the New York Stock Exchange under the symbol VCSA. Once the transaction is completed Vacasa would receive $485 million and be valued at $4.5 billion. It has raised more than $600 million from such firms as Silver Lake, NewSpring Capital, Riverwood Capital and Level Equity. All of these firms will roll their equity into the newly public company. The SPAC’s board also includes Kathleen Philips, who is an advisor to Zillow Group, Inc. and Wendy Sturgis, who is CEO of Yext Europe. The three are also on the board of two other TPG-sponsored SPACs. One of them, TPG Pace Tech Opportunities, struck a deal earlier this year to merge and bring public Nerdy, Inc., an online tutoring company. The other, TPG Pace Tech Opportunities II, is in registration to go public Julie has led TPG Capital’s equity capital markets across its private equity platforms since 2013. She is also a capital markets advisor to TPG Pace Group, which is the sponsor of these SPACs. The Pace Group is TPG’s dedicate initiative to provide permanent capital solutions for companies.

Cormorant Asset Management, which is led by Bihua Chen, sees two companies that it backed this year go public. 

Icosavax, Inc. raised $182 million by offering 12.1 million shares at $15, and Immuneering Corp. secured $112.5 million by offering 7.5 million shares at $15 a share. Icosavax is now traded on Nasdaq under the symbol ICVX. Icosavax is developing vaccines against life-threatening respiratory viruses in older adults. The Seattle company’s board includes Heidi Kunz, who was previously executive vice president and chief financial officer of Blue Shield of California. Qiming Venture Partners USA was the largest shareholder with a 13 percent pre-IPO stake. Adams Street Partners held 12.8 percent, while RA Capital Management had 12.3 percent and Aventis, Inc. 12.2 percent. Cormorant’s stake was not disclosed. It took part in the $100 million Series B round that was completed during the spring. Icosavax is developing a bivalent respiratory syncytial virus, better known as RSV, and human metapneumovirus, known as hMPV, vaccine program through initial clinical studies. It is also evaluating a SARS-CoV-2 vaccine candidate and is looking to expand its pipeline of VLP vaccine candidates focused on protecting older adults from life-threatening respiratory diseases. There are currently no approved vaccines against RSV and hMPV, two respiratory viruses that are disproportionately life-threatening for the elderly. Immuneering is trading under the symbol IMRX. It is targeting signaling pathways to treat cancers and neurological diseases. The Cambridge, Mass. company’s programs target mutations of the MAPX and mTOR pathways, which run parallel to each other and are inappropriately activated in more than half of all cancers. Its board includes Ann Berman, who previously held a variety of financial and risk management roles at Harvard University, and Laurie Keating, who is executive vice president, chief legal officer and secretary of Alnylam Pharmaceuticals, Inc. Cormorant led Immuneering’s $62 million Series B round, which was announced in early January. Cormorant and Citadel are listed as Immuneering’s largest shareholders, holding 8.6 percent prior to the IPO. Cormorant has now had at least 19 companies go public in 2021. The others are: Erasca; GH Research; Monte Rosa Therapeutics; Elevation Oncology; Aerovate Therapeutics, Inc.; Verve Therapeutics; Centessa Pharmaceuticals; Rain Therapeutics, Inc.; VectivBio Holding; Biomea Fusion; Prometheus Biosciences, Inc.; Design Therapeutics; Edgewise Therapeutics; Ambrx, Inc.; Pharvaris, which Anne Lesage co-founded; Graphite Bio, whose scientific co-founders include Dr. Maria Grazia Roncarolo; and Talaris Therapeutics, Inc., which was founded by Dr. Suzanne Ildstad. It also has another, Tango Therapeutics, which is set to go public through a merger with a special purpose acquisition company. Tango’s CEO is Dr. Barbara Weber. The firm also has one company in registration to go public: Artiva Biotherapeutics, Inc.

JJ Kang, a venture partner with The Column Group, is on the board of a biotech company that has gone public – a company that she previously served as the founding president of.

Tenaya Therapeutics raised $180 million and list on Nasdaq under the symbol TNYA. Based in South San Francisco, Calif., Tenaya is developing multiple therapies to treat heart disease. Its board also includes Dr. Catherine Stehman-Breen, who is CEO of Chroma Medicine. The Column Group was Tenaya’s largest shareholder, holding a 34.4 percent pre-IPO stake. Casdin Group held 10 percent. JJ has been on Tenaya’s board since 2016. She served as president, treasurer and secretary of the company from August 2016 to June 2018. JJ joined The Column Group as an associate in 2016, was a partner from 2019 to 2020 and has been a venture partner since last year. She is also CEO of Appia Bio, Inc., which raised a $52 million Series A round earlier this year. In 2019, another company on whose board JJ served, Exonics Therapeutics, Inc., was acquired by Vertex Pharmaceuticals for an upfront payment of $245 million. Shareholders, however, could receive as much as $1 billion based on Exonics achieving specified development and regulatory milestones.

One of Longitude Capital’s Juliet Tammenoms Bakker portfolio companies goes public.

RxSight, Inc. raised $118 million by offering 7.4 million shares at $16. It is now trading on Nasdaq under the symbol RXST. The company has developed an intraocular lens that can be adjusted after cataract surgery. The Aliso Viejo, Calif. company was founded in 1997 and generated $15 million in sales for the 12 months ended March 31. Longitude owned 9.97 percent of the company prior to the offering. H.I.G. BioVentures held 7.53 percent while RA Capital had 6.2 percent. Another company on whose board Juliet sits, Nalu Medical, Inc., is also in registration to go public. In 2020, another of Juliet’s portfolio companies, Eargo, went public. Earlier this year, Juliet led Longitude into Ceribell, Inc., which is seeking to improve the diagnosis and treatment of patients at risk for seizures and whose co-founder and CEO is Jane Chao. Juliet joined Ceribell’s board and is also on the board of Endogenex, Inc.

Alyssa Rapp, the CEO of a private equity-backed company, and Tracy Wan have brought a special purpose acquisition company public.

Healthwell Acquisition Corp. I raised $250 million by offering 25 million units at $10 a unit. It is now traded on Nasdaq under the symbol HWELU and will look to combine with a private company and, in turn, bring it public. Sponsored by Peterson Partners, the SPAC is focused on tech-enabled health care companies. Alyssa is CEO of Healthwell Acquisition. She has been CEO of Surgical Solutions since 2018. A portfolio company of Sterling Partners, Surgical Solutions is a tech-enabled health care business providing non-clinical surgical services to hospitals. Alyssa is also the managing partner of AJR Ventures, which helps accelerate the creation or incubation of new business ventures and strategies within existing organizations. Tracy is Healthwell’s President and Chief Financial Officer. She is currently managing partner of TYW Consultants and was formerly an executive with The Sharper Image. Healthwell’s board also will include Christie Hefner, the former CEO of Playboy Enterprises, and Ellen Levy, founder and managing director of Silicon Valley Connect and active angel investor.   

 

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