W3BCLOUD Limited cancelled the acquisition of Social Leverage Acquisition Corp I from Social Leverage, LLC, Social Leverage Acquisition Sponsor I LLC, TIG Advisors, LLC, Holocene Advisors, LP, Saba Capital Management, L.P. and others.
The transaction is subject to, among other things, SEC review, approval of SLAC shareholders, approval of W3BCLOUD shareholders, regulatory approvals, any applicable waiting period (and any extension thereof) applicable to the consummation of the transactions under the applicable Antitrust Laws shall have expired or been terminated, SLAC shall have at least $5,000,001 of net tangible assets, listing of shares to be issued in connection with the transaction on stock exchange, execution of ancillary agreements, resignation of each director and officer of SLAC, and the satisfaction of other customary closing conditions. The transaction has been unanimously approved by the boards of directors of W3BCLOUD and SLAC. The deal is expected to close in the fourth quarter of 2022. The Business Combination will be consummated in the first quarter of 2023. W3BCLOUD shall receive up to $345 million in proceeds and expects to use transaction proceeds to significantly accelerate its investments in storage and compute infrastructure, which includes expanding its data center footprint and investing in the Web3 developer ecosystem.
Perella Weinberg Partners is acting as exclusive financial advisor to W3BCLOUD. Barclays is acting as exclusive M&A advisor to SLAC. Barclays and B. Riley Securities are acting as capital markets advisors and joint placement agents to SLAC. Blueshirt Capital Advisors is serving as an investor relations advisor to W3BCLOUD. Joseph A. Coco and Blair T. Thetford of Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal counsel to W3BCLOUD. Carl P. Marcellino of Ropes & Gray LLC is acting as legal counsel to SLAC. Stelios Saffos, Drew Capurro, and Scott Westhoff of Latham & Watkins LLP is acting as legal advisor to Barclays and B. Riley Securities. SLAC has engaged Morrow Sodali LLC to assist in the solicitation of proxies for a fee of $15000. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to Social Leverage Acquisition Corp I. Barclays Capital Inc., Ropes & Gray LLP and Ernst & Young LLP acted as due diligence provider to Social Leverage. Skadden, Arps, Slate, Meagher & Flom LLP acted as due diligence provider to W3BCLOUD.
W3BCLOUD Limited cancelled the acquisition of Social Leverage Acquisition Corp I (NYSE:SLAC) from Social Leverage, LLC, Social Leverage Acquisition Sponsor I LLC, TIG Advisors, LLC, Holocene Advisors, LP, Saba Capital Management, L.P. and others on September 22, 2023. As a result of the Termination, the BCA will be of no further force and effect, and the Ancillary Agreements (as defined in the BCA) will either be terminated in accordance with their terms or be of no further force and effect. Neither party will be required to pay the other any fees or expenses as a result of the Termination. SLAC and W3BCLOUD have also agreed, on behalf of themselves and their respective related parties, to a release of claims relating to the transactions contemplated under the BCA.