Boxine GmbH entered into a non-binding letter of intent to acquire 468 Spac I SE (DB:SPAC) from Lugard Road Capital and other shareholders in a reverse merger transaction on June 17, 2021. 468 Spac I SE entered into a definitive business combination agreement with Boxine on August 30, 2021. As per the term's consideration will be paid by issuing new shares and cash.

The Transaction values the Combined Company at a pro forma equity value of €990 million and a pro forma enterprise value of €870 million. The letter of intent includes an agreement to seek a PIPE investment in an amount up to €100 million that the 468 Spac and Boxine intend to consummate in parallel to the envisaged business combination. Investors, including BIT Capital and Baillie Gifford, as well as existing 468 Spac I investors such as Luxor Capital Group's affiliate Lugard Road Capital, have provided €100 million as part of a common stock private investment in public equity.

The combined entity will be listed on the Frankfurt Stock Exchange and will have a shareholder base comprised of Boxine's existing shareholders, the 468 Spac shareholders and investors in the PIPE. In addition to the approximately €300 million held in the Company's escrow account (not taking into account any potential redemptions in connection with the Transaction), a common stock private investment in public equity ("PIPE") round of €100 million was raised at a price of €10.00 per share from BIT Capital, Baillie Gifford and other leading institutional investors. The PIPE transaction was also supported by several existing shareholders of the SPAC, among them Lugard Road Capital (an affiliate of Luxor Capital Group).

An additional €5 million was raised in the PIPE and will be placed in a blocked account for the time of the lock-up and will only be released if, and to the extent required, the founding shareholder of Boxine is obliged to pay taxes in connection with the Transaction during the term of their lock-up. The share consideration to be received by the founding shareholder of Boxine will be reduced accordingly. The Combined Company will have a shareholder base comprised of (i) the current (indirect) Boxine shareholders, (ii) the Company's shareholders and (iii) the investors in the PIPE.

Post completion, the listed entity is expected to be named Boxine and will be led by co-founders and co-chief executive officers Marcus Stahl and Patric Faßbender. The transaction is subject to the approval of 468 Spac I SE's shareholders and the satisfaction or waiver of certain other customary closing conditions. As of November 11, 2021 the minimum cash consideration has been satisfied.

As of November 15, 2021 the transaction has been approved by 468 SPAC shareholder. The transaction is expected to close in the fourth quarter of 2021. As of November 15, 2021 the transaction is expected to close by end of November, 2021.

Carsten Berrar, Konstantin Technau and Lars Rueve of Sullivan & Cromwell LLP acted as legal advisors to 468 Spac I SE. Murray Cox of Weil, Gotshal & Manges LLP acted for Goldman Sachs, as an indirect minority shareholder of Boxine GmbH.