Global Consumer Acquisition Corp. (NasdaqCM:GACQ) signed a letter of intent to acquire Luminex Home Décor & Fragrance Holding Corporation from Centre Lane Partners, LLC, The Carlyle Group Inc. (NasdaqGS:CG) and others on July 6, 2021. Global Consumer Acquisition Corp. entered into a Stock Purchase Agreement to acquire Luminex Home Décor & Fragrance Holding Corporation from Centre Lane Partners, LLC, The Carlyle Group Inc. (NasdaqGS:CG) and others for an enterprise value of $200 million on December 13, 2021. The purchase price payable by Global Consumer to Luminex is in the form of cash and is based on an enterprise value of 8 times LTM EBITDA of Luminex (subject to an enterprise value floor of $160 million and a cap of $200 million). In case of a negative post-closing adjustment amount, the maximum amount payable by Luminex is $5 million. In a related transaction, Global Consumer Acquisition Corp. entered into a Stock Purchase Agreement to acquire GP Global Limited from Gautham Pai for an enterprise value of $270 million on December 13, 2021. Both transactions has a combined enterprise value of $507.1 million. As part of the transaction, Luminex will become wholly-owned subsidiary of GACQ. In connection with the closing of both transactions, GACQ will change its name to Ascense Brands Inc. and will trade on NASDAQ under the new ticker symbol ‘SCNT'. Luminex reported total assets of $156.46 million, cash and cash equivalents of $5.73 million, total shareholders' equity of $22.26 million, sales of $334.68 million, operating income of $9.49 million and net income of $4.06 million for the year ended February 28, 2021.

As per the filings on Luminex stockholder has already approved the Luminex Business Combination. The transaction has been unanimously approved by the Board of Directors of GACQ and is still subject to regulatory and stockholder approvals and other customary closing conditions. GACQ Board formed the Fairness Opinion Committee comprised of the Independent Directors of the GACQ Board and disinterested directors in the business combinations with Luminex. The shareholders meeting of GACQ is scheduled on November 10, 2022. The deal is expected to close in early 2022. As of June 24, 2022, the expected closing of the transaction is extended to August 15, 2022. As of August 21, 2022, the expected closing of the transaction is extended to December 11, 2022. The transaction is expected to provide Ascense Brands with approximately $117.5 million in cash proceeds.

As on September 27, 2022, Global Consumer Acquisition Corp. and Luminex Home Décor & Fragrance Holding Corporation entered into an third Amendment to Stock Purchase Agreement in which, the condition precedent requiring Global Consumer Acquisition Corp. to obtain financing of at least $180 Million in cash proceeds is removed and provide that Global Consumer Acquisition Corp. is to use commercially reasonable efforts to secure additional financing. As of November 28, 2022, Luminex Seller sent a notice to the Global Consumer Acquisition Corp. purporting to terminate the Luminex SPA pursuant to Section 8.2(b) thererof, alleging certain breaches by the Company of one or more representations, warranties, agreements or covenants contained in the Luminex SPA. On December 6, 2022, the Company sent a reply to Luminex Seller rejecting the Notice and stating that the claims in the Notice have no basis. Pursuant to its charter, if the Company does not consummate an initial business combination by December 11, 2022, the Company will be required to dissolve and liquidate as soon as reasonably practicable.

Jason R. Grove of Jones Day acted as legal advisor to Luminex while Mitchell Nussbaum of Loeb & Loeb LLP acted as legal advisor to Global Consumer. Whitewater Corporate Advisory Private Limited acted as financial advisor to GACQ. Deloitte Touche (US) acted as due diligence provider and Crowe LLP acted as accountant to Luminex. Loeb & Loeb LLP, Loyens & Loeff N.V., Cassels Brock & Blackwell LLP, Cassels Brock & Blackwell LLP, International Counsels Advocates & Legal Consultants and Shardul Amarchand Mangaldas & Co acted as due diligence providers to GACQ. GACQ has engaged Advantage Proxy to assist in the solicitation of proxies for the Meeting. GACQ has agreed to pay Advantage Proxy a fee of $10,000, plus, disbursements, and will reimburse Advantage Proxy for its reasonable out-of-pocket expenses. Continental Stock Transfer & Trust Company acted as transfer agent to GACQ. GACQ paid BDO USA, LLP a non-contingent, fixed fee of $320,000 as compensation for the delivery of the fairness opinion.

Global Consumer Acquisition Corp. cancelled the acquisition of Luminex Home Décor & Fragrance Holding Corporation from Centre Lane Partners, LLC, The Carlyle Group Inc. (NasdaqGS:CG) and others on February 1, 2023. The deal fell apart because Global Consumer was unable to secure financing.