Bullish Global signed term sheet to acquire Far Peak Acquisition Corporation from a group of shareholders in a reverse merger transaction for $9.8 billion.
The transaction is subject to approval by FPAC and Bullish Global stockholders and other customary closing conditions, including regulatory approvals from governmental authorities; Registration Statement being declared effective by the SEC, FPAC shall have net tangible assets of at least $5,000,001; Bullish's initial listing application with the NYSE having been conditionally approved and the Class A Ordinary Shares of Bullish to be issued pursuant to the Business Combination Agreement having been approved for listing on the NYSE; the contribution agreement and master services agreement shall be in of in full force and effect The Boards of Directors of both Bullish and FPAC have unanimously approved the proposed transaction. The FPAC Board unanimously recommends that shareholders vote for the merger. The transaction is expected to close by the end of 2021. As of September 10, 2021, the transaction is expected to close in the fourth quarter of 2021. As of February 10, 2022, the business combination is expected to close in the first quarter of 2022. As of March 8, 2022, the transaction is expected to close in the second quarter of 2022. As of May 9, 2022, the business combination is expected to close in late second or early third quarter of 2022. Outside date of the transaction is extended from July 8, 2022 to December 31, 2022. As of June 29, 2022, the business combination is expected to close in the third quarter of 2022.
Jefferies LLC acted as exclusive financial advisor and capital markets advisor to Bullish. Daniel Dusek, David Feirstein, Joseph Raymond Casey, Francisco Morales Barron, Nicholas Norris, Ethan Yuxin Chen and Steve Lin of Kirkland & Ellis, Hong Kong and Kirkland & Ellis LLP acted as legal advisors to Bullish. Jefferies LLC, J.P. Morgan Securities LLC, Nomura Securities International, Inc., Berenberg Capital Markets LLC and Galaxy Digital Partners LLC acted as co-placement agents to FPAC on the PIPE. R. Alec Dawson and Howard A. Kenny of Morgan, Lewis & Bockius LLP acted as legal advisors to FPAC, and Lewis R. Clayton, Ross A. Fieldston and Jason S. Tyler of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisor to FPAC independent directors. Marc Jaffe, Ian Schuman and Ryan deFord of Latham & Watkins LLP acted as legal advisors to the placement agents on the PIPE. Kroll, LLC acted as independent financial advisor and provided fairness opinion to FPAC Board. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to FPAC. Morrow Sodali LLC acted as proxy solicitor to FPAC for a fee of $40,000, plus disbursements. KPMG LLP provided financial, operational, technical and tax diligence to FPAC and Hassans International Law Firm and Campbells provided legal advisory services. FPAC will pay a fee of $0.5 million to Kroll, LLC, as compensation for its services in connection with the rendering of its opinion to the FPAC Board with a portion payable upon the delivery by Kroll, LLC of the opinion and the remaining portion payable upon consummation of the Business Combination. Michael Padarin of Carey Olsen Hong Kong LLP acted as legal advisor to Bullish Global.