Elevation Acquisition Group Inc. (ELEV) filed an exhibits-only amendment to its S-1 registration statement; the remainder of the registration statement is unchanged.
Estimated issuance and distribution expenses payable by the company total $600,000, excluding underwriting discounts and commissions. The Sponsor Group, Maxim or its designees, and at-risk capital investors committed to purchase 315,000 private placement units at $10.00 per unit, for $3,150,000; if the underwriters’ over-allotment option is exercised in full, the commitment is 337,500 units for $3,375,000. The private placement is to close immediately before the offering closes.
Before the offering is consummated, the sponsor will forfeit 850,000 founder shares and at-risk capital investors will purchase 850,000 at $0.007 per share. The number of founder shares issued was based on the expectation that founder shares would represent 25% of outstanding ordinary shares upon offering completion, excluding private placement shares underlying the units and representative shares.
Elevation Acquisition Group Inc. (ELEV) is registering 10,000,000 units at $10.00 each, a proposed $100,000,000 IPO; sales may begin only after the registration statement becomes effective. Each unit consists of one Class A ordinary share and one right, which entitles its holder to one-sixth of a Class A ordinary share upon completion of an initial business combination. Underwriters have a 45-day option to purchase up to 1,500,000 additional units. Before expenses, proceeds to the company are $98,500,000; $100,000,000 from the offering and private placement is to be deposited in trust, or $115,000,000 if the over-allotment is exercised in full.
The company has not selected a business-combination target or begun substantive discussions with one. It has 18 months from the offering's closing to complete a transaction, with extensions available through shareholder approval; if it does not complete one within the applicable period, it will redeem 100% of public shares under the stated trust-account terms. Founder shares will equal 25% of ordinary shares after the offering, excluding private-placement shares and representative shares, and their conversion ratio may increase under an anti-dilution adjustment. The company discloses potential conflicts involving its sponsor, management and the underwriter.
Elevation Acquisition Group Inc. (ELEV), a Cayman Islands blank check company, is conducting an IPO of 10,000,000 units at $10.00 per unit, for a $100,000,000 offering, with a 45‑day option for underwriters to buy up to 1,500,000 additional units for over‑allotments. Each unit includes one Class A ordinary share and one right, and each right converts into 1/6 of a Class A share upon consummation of the initial business combination.
The company will place $100,000,000 (or $115,000,000 with full over‑allotment) in a trust account, redeemable by public shareholders upon a business combination or if no deal is completed within 18 months, subject to possible shareholder‑approved extensions. Public shareholders receive redemption rights at approximately the cash in trust per public share, less taxes and limited dissolution expenses.
Founders and insiders hold 3,833,333 Class B founder shares, bought for about $0.007 per share, designed to equal 25% of ordinary shares on an as‑converted basis and carrying anti‑dilution protections, which can materially dilute public investors. Sponsors, Maxim and at‑risk capital investors will buy 315,000 private placement units at $10.00 each. The SPAC has 18 months to complete a business combination, intends to avoid targets in cryptocurrency and Asia, and has applied to list on Nasdaq under the symbols ELEVU, ELEV and ELEVR.