DraftKings’ Sloan Files Spinoff SPAC as Nasdaq Seeks Rule Change


The team behind the blank-check company that took DraftKings Inc. public is planning a SPAC that would break new ground by being able to pursue multiple transactions.

Spinning Eagle Acquisition Inc. filed with the U.S. Securities and Exchange Commission to raise $2 billion on Thursday. The paperwork, a resubmission of its filing from late last year, was submitted in conjunction with a rule change sought by Nasdaq Inc. to allow such vehicles, documents reviewed by Bloomberg show.

The new structure would allow a special purpose acquisition company to complete one transaction while holding some of the proceeds from its initial public offering in reserve. When the first deal is completed, the leftover cash would then be spun out into a new SPAC.

The rule change requires the regulator’s approval and could be subject to a public comment period. That process can vary in how long it takes, with approval taking anywhere from six weeks to about eight months.

DraftKings’ Sloan Files Spinoff SPAC as Nasdaq Seeks Rule Change

Nasdaq contends that the rule change would reduce potential conflicts of interest involving multiple SPACs started by the same management team. Currently, investors in one SPAC might miss out on a transaction because the sponsors choose to use another of their blank-check companies for a deal, usually based on the size of the check.

The change also would allow SPAC sponsors to bypass the administrative complexities of filing for multiple vehicles. They could also deploy any amount of capital initially and then “rightsize” the amount as a transaction nears.

Read more: One SPAC Could Soon Do Multiple Deals: Bloomberg Deals

Time Limit

If approved, the new rule would still come with guardrails.

Companies would still be required to merge with a target that has a total value of at least 80% of the SPAC’s IPO proceeds. Even with the ability to pursue sequential transactions, the time limit for blank-check firms to either spend their money or refund their investors won’t be extended.

After each deal, investors would be able to redeem, on a pro rata basis, either the remaining funds that would go into the SpinCo or their entire stake in the SPAC.

The Nasdaq proposal differs from what billionaire hedge fund manager Bill Ackman is doing with his record $4 billion blank-check company, which has agreed to buy a 10% stake in Universal Music Group from Vivendi SE. Under Ackman’s proposal, the leftover portion that will be spun out isn’t technically a SPAC and isn’t bound by any time frame in finding the next deal.

Spinning Eagle, led by former Metro-Goldwyn-Mayer Inc. chairman Harry Sloan and partner Eli Baker, does not focus on a particular sector or region.

Sloan’s most recent SPAC, Soaring Eagle Acquisition Corp., announced in May that it was merging with Ginkgo Bioworks Inc. in a deal valuing the cell engineering company at $17.5 billion.

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