New successful business combination for Luxembourg-incorporated and Frankfurt listed SPAC

DEAL – IPO – SPAC – de-SPAC

Luxembourg, 29 November 2021 – Leading Luxembourg law firm Arendt & Medernach (Arendt) advised 468 SPAC I SE, a Luxembourg special purpose acquisition company (SPAC) sponsored by Alexander Kudlich, former Rocket Internet board member, Ludwig Ensthaler and Florian Leibert, in its successful business combination with Boxine GmbH (“Boxine“), the creator of a new, billion-dollar category for children’s digital, cloud-connected audio entertainment company and the company behind the “tonies(R)” brand.

On 30 August 2021, 468 SPAC I SE and Boxine entered into a business combination agreement pursuant to which 468 SPAC I would indirectly acquire all of the outstanding equity and equity equivalents in Boxine in exchange for the issue of new public shares and a cash consideration. The prospectus prepared for the admission of the new public shares to trading on the Frankfurt Stock Exchange was approved on 26 November 2021 by Luxembourg’s financial regulator CSSF (Commission de Surveillance du Secteur Financier), thereby satisfying the final closing condition.

The ticker symbol on the Frankfurt Stock Exchange for the shares of the merged company, renamed tonies SE, is expected to change to “TNIE” from 29 November 2021. According to the SPAC company, a market capitalisation of around one billion euros is assumed for the provider of digital children’s toys.

This de-SPACing-transaction also puts the spotlight of the SPAC market in Frankfurt, which has seen three SPACs listed onto the local stock exchange – and two of them having already found a takeover target – since the beginning of the year.

Shortly before 468 SPAC I SE,  Lakestar SPAC I SE, the first Luxembourg-domiciled European SPAC to list in Frankfurt, announced, as first de-SPAC among listed European SPACs, its successful business combination with Airbnb competitor HomeToGo.

Several SPACs have chosen to take advantage of Luxembourg’s robust, but still flexible and comprehensive legal and regulatory framework. Arendt has advised a large majority of these SPACs on all Luxembourg law aspects of the investment vehicle set-up, subsequent IPO on the Frankfurt Stock Exchange and finally, for two of them, throughout the successful business combination process.

With leading expertise in Capital Markets, Corporate, Mergers & Acquisitions and Tax Law, Arendt is best positioned to advise on the structuring, set-up, listing and business combination of SPACs in Luxembourg.

Arendt team involved:

• Corporate Law, Mergers & Acquisitions: Alexander Olliges, Haider Gontier
• Finance & Capital Markets: Laurent Schummer, François Warken, Milos Vulevic, Jérôme Jacques
• Tax Law: Jan Neugebauer, Dr. Philipp Jost, Donjeta Beka

In the media:

• Frankfurter Allgemeine – Die SPACs holen sich den Speck
• DGAP.DE – 468 SPAC I SE: 468 SPAC I gibt den erfolgreichen Abschluss des Unternehmenszusammenschlusses mit Boxine GmbH bekannt