Eleusis Holdings Ltd agreed to acquire Silver Spike Acquisition Corp II (NasdaqCM:SPKB) from Silver Spike Sponsor II, LLC, Polar Asset Management Partners Inc. Weiss Asset Management, LLC and others in a reverse merger transaction for approximately $446 million on January 20, 2022. Upon the close of the transaction, the combined company will be operated through Eleusis Inc., a new holding company, and will trade on Nasdaq under the symbol “ELEU.”

Shlomi Raz will continue to serve as Chief Executive Officer of the combined company, and the combined company's Board of Directors is expected to include current Eleusis board members and Scott Gordon from Silver Spike. The transaction is subject to the receipt of regulatory approvals; the approval of the transaction by Silver Spike shareholders; registration statement becoming effective; Silver Spike shall have at least $5,000,001 of net tangible assets remaining after giving effect to redemptions and any financing arrangements; and the resulting issuer common stock shall have been approved and listed on Nasdaq. The boards of directors of both Silver Spike and Eleusis have unanimously approved the transaction. The transaction is expected to close in the second or third quarter of 2022. Eleusis expects to receive up to $287.5 million of gross proceeds from SPKB's trust account and expects to use the proceeds received from SPKB's trust account in the transaction to support clinical development of ELE-Psilo, early stage drug discovery and translational research, and the nationwide expansion of Andala-managed clinics.
Canaccord Genuity LLC is serving as financial advisor and Drew Capurro, Erika L. Weinberg, Joshua M. Dubofsky, Haim Zaltzman and Kristen S. Grannis of Latham & Watkins LLP is serving as legal advisor to Eleusis. Credit Suisse Securities (USA) LLC served as financial and equity capital markets advisor and Cantor Fitzgerald & Co. served as capital markets advisor to Silver Spike, and William J. Chudd and Lee Hochbaum of Davis Polk & Wardwell LLP is serving as its legal advisor.