2024 has been a pivotal year for SPACs and reverse mergers, with some transformative deals reshaping the biotech and pharmaceutical. Highlights include Semnur Pharmaceuticals $2.5 billion merger with Denali Capital Acquisition Corp to advance SP-102 for lumbosacral radicular pain and Medera’s $623 million merger with Keen Vision Acquisition to develop cardiovascular therapies. OmnigenicsAI’s $340 million deal with APx Acquisition leverages AI for precision medicine, while Adagio Medical’s $128 million merger with ARYA Sciences Acquisition Corp IV focuses on cryoablation for ventricular tachycardia. Lomond Therapeutics’ merger with Venetian-1 Acquisition Corp, valued at $44 million, targets innovative cancer therapies.
In reverse mergers, Cycle Pharmaceuticals proposed a $488 million bid for Vanda Pharmaceuticals to expand its neurologic therapies portfolio. Kalaris’ $347 million merger with AlloVir supports retinal disease treatments, while Flerie Invest’s $291 million merger with InDex Pharmaceuticals drives innovation in inflammatory diseases. Jade Biosciences’ $175 million merger with Aerovate Therapeutics advances biologics for IgA nephropathy, and Oruka Therapeutics’ $275 million merger with ARCA Biopharma establishes a leader in chronic skin disease biologics.
Reverse Mergers, Including SPACs
In the first 3 quarters of 2024, 18 SPAC and reverse mergers generated $5.3 billion in total value (including contingents) and $5.2 billion (excluding contingents). While deal volume declined from 31 in 2023, total value increased compared to last year’s $4.6 billion (with contingents) and $3.7 billion (cash-only).
In the first 3 quarters of 2024, 49 deals generated $9.9 billion in combined value (including contingents) and $8.8 billion in cash-only transactions, highlighting larger deal sizes in 2024 as fewer transactions delivered more value.
Number of ‘de-SPAC’ Transactions and Other Reverse Mergers
In the first 3 quarters of 2024, SPACs accounted for 5 of the 18 total reverse mergers, down from 13 SPACs within 31 reverse mergers in 2023. Cumulatively, 18 SPAC deals and 49 reverse mergers have occurred, reflecting a slowdown in SPAC activity but highlighting the continued appeal of reverse mergers for public listings.
Top 5 SPACs in First 3 Quarters of 2024
Semnur Pharmaceuticals – Denali Capital Acquisition Corp – July 2024
Semnur Pharmaceuticals, a Scilex subsidiary, is merging with Denali Capital Acquisition Corp. in a SPAC deal. The deal focuses on SP-102, a Phase III non-opioid injectable gel for lumbosacral radicular pain. Semnur shareholders retain ownership, with a pre-transaction valuation of $2.5 billion. The deal seeks to raise $40 million, subject to share redemptions, positioning Semnur for public trading and expanding its non-opioid pain management pipeline.
Medera – Keen Vision Acquisition – September 2024
Medera is merging with Keen Vision Acquisition in a SPAC transaction, creating Medera Inc., a NASDAQ-listed company focused on cardiovascular diseases. The combined entity is valued at $623 million, with $23 million committed through loan conversions by key stakeholders. All shareholders will roll 100% equity, while Medera must secure $40 million in cash to ensure financial stability.
OmnigenicsAI – APx Acquisition – March 2024
OmnigenicsAI is merging with APx Acquisition to form “OMNI,” a NASDAQ-listed company leveraging AI for precision medicine. The company is valued at $340 million and offers DNA and microbiome tests, RNA disease detection, and genetic diagnostics. Heritas, its majority shareholder, recently acquired MultiplAI, a leader in AI-driven preventive medicine. APx extended the merger deadline to December 2025, removing limitations to facilitate closure.
Adagio Medical – ARYA Sciences Acquisition Corp IV – February 2024
Adagio Medical is merging with ARYA Sciences Acquisition Corp IV to form Adagio Medical Holdings, listed as ADGM on NASDAQ. The $128 million equity and $113 million enterprise value will support the commercialization of its vCLAS cryoablation catheter for ventricular tachycardia (VT). The deal includes $45 million in PIPE financing, $20 million in convertible notes, and 1.5 million warrants at $24/share. Ownership splits include 58.2% for Perceptive Advisors and ARYA sponsors and 10.2% for existing investors.
Lomond Therapeutics – Venetian-1 Acquisition Corp – October 2024
Lomond Therapeutics merged with Venetian-1 Acquisition Corp, forming a NASDAQ-listed company advancing Lomonitinib (Phase Ib for FLT3-mutated AML), Lonitoclax (BCL-2 inhibitor for AML/CLL), and menin inhibitors for AML. The company raised $44 million in PIPE financing from OrbiMed, Torrey Pines, and Deerfield Management. Post-merger, Lomond and Eilean Therapeutics hold 14 million shares, with experienced board members ensuring strategic leadership.
Top 5 Reverse Mergers in First 3 Quarters of 2024
Cycle Pharmaceuticals – Vanda Pharmaceuticals – June 2024
Cycle Pharmaceuticals proposed a reverse merger with Vanda Pharmaceuticals, offering $8 per share, a 63% premium for a $466 million valuation. The deal would focus on Vanda’s approved neurologic therapies, including Hetlioz, Fanapt, and Ponvory. Following Vanda’s rejection of the initial offer and the FDA’s denial of Vanda’s NDA for tradipitant in September, Cycle reaffirmed its $8-per-share proposal, raising the premium to 80% and the valuation to $488 million.
Kalaris – AlloVir – November 2024
Kalaris announced a reverse merger with AlloVir to list on Nasdaq as KLRS. The combined entity will develop TH-103, a recombinant fusion protein for neovascular AMD, diabetic macular edema, and retinal vein occlusion. Kalaris is valued at $347 million, while AlloVir’s pre-merger valuation is $116 million, including $95 million in cash. Post-merger ownership splits 74.95% to Kalaris stakeholders and 25.05% to AlloVir’s. The deal includes $15 million bridge financing, a 180-day lock-up period, and termination fees of $3 million – $10 million.
Flerie Invest – InDex Pharmaceuticals – May 2024
Flerie Invest merged with InDex Pharmaceuticals to form Flerie AB, listed on Nasdaq First North Growth Market. The merger values Flerie at SEK 3,073M ($291 million) and InDex at SEK 269M ($26 million), with Flerie shareholders owning 91.9% and InDex shareholders retaining 8.1% pre-capital raise. Flerie raised SEK 520M ($49 million) from institutional investors, increasing shares by 13%. The merger was finalized on June 10, 2024, with new management and board appointments.
Jade Biosciences – Aerovate Therapeutics – October 2024
Jade Biosciences merged with Aerovate Therapeutics in an all-stock deal to form Jade Biosciences, listed as JBIO on Nasdaq. The company will focus on its biologic portfolio, including JADE-001, an anti-APRIL therapy for IgA nephropathy. Jade stakeholders own 98.4% post-merger, and Aerovate retains 1.6%. The deal values Jade at $175 million and Aerovate at $8 million. Aerovate shareholders received a $65 million pre-merger cash dividend. Jade raised $300 million in private financing, converting $95 million in prior notes into stock and warrants.
Oruka Therapeutics – ARCA Biopharma – April 2024
Oruka Therapeutics merged with ARCA Biopharma in an all-stock deal, forming a company focused on biologics for chronic skin diseases. Post-merger, Oruka stakeholders own 97.62%, and ARCA stakeholders 2.38%. ARCA shareholders received one Oruka common share, one preferred share, and series B preferred stock per ARCA share. Oruka raised $275 million in PIPE financing to support the merger, which was completed on September 3, 2024.
Check out our previous article AI/ML Drug Discovery & Licensing R&D Partnerships, Ventures and IPOs – YTD 2024
