Peak Bio Co., Ltd. entered into a definitive business combination agreement to acquire Ignyte Acquisition Corp. from Ignyte Sponsor LLC and others for approximately $180 million in a reverse merger transaction.
Transaction is subject to approval by Ignyte's shareholders and satisfaction, all required filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended shall have been completed and any applicable waiting period (and any extension thereof) applicable to the consummation of the Transactions under the HSR Act shall have expired or been terminated, the shares of Ignyte Common Stock shall be listed on Nasdaq as of the Closing Date, Ignyte shall have cash and cash equivalents on hand of at least $7,500,000, resignation of directors of Peak Bio, execution of registration rights agreement, and Lock-Up Agreement duly executed by holders representing all of the Ignyte Common Stock outstanding. The transaction has been approved by the board of directors of Ignyte and unanimously approved by Peak Bio and approved by the shareholders of Peak Bio. The shareholders meeting of Ignyte is scheduled on October 24, 2022. As of October 14, 2022, the Board of Directors unanimously recommended a vote for the charter amendment proposal. As of October 25, 2022, shareholders of Ignyte Acquisition have approved the transaction. Transaction is expected to be completed in the third quarter of 2022. As of September 28, 2022, the transaction is expected to close in fourth quarter of 2022. As of October 27, 2022, the transaction is expected to close on October 31, 2022. Proceeds from the PIPE and merger transaction are expected to provide Peak Bio with capital to further develop its clinical-stage programs and ADC platform technology.
Chardan Capital Markets, LLC and Ladenburg Thalmann & Co. Inc. acted as financial advisors to Ignyte and Peak Bio. Upon consummation of the Business Combination, Peak Bio will pay to Ladenburg a one-time fee of $1,500,000. Andrew P. Gilbert and Scott A. Cowan of DLA Piper LLP (US) is serving as legal advisor and due diligence provider to Ignyte. Jung Min Jo of Bae Kim & Lee and Peter McCabe of B C Burr Law acted as legal advisors to Peak Bio. The Ignyte Board obtained a fairness opinion from River Corporate Advisors with a service fee of $65,000. Ignyte will pay one-time fee of $550,000 to Chardan upon consummation of the Business Combination. Karen Smith of Advantage Proxy, Inc. acted as information agent with a service fee of $10,000 to Ignyte. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to Ignyte.