Direct Biologics LLC cancelled the acquisition of Good Works II Acquisition Corp. from I-B Good Works 2, LLC and others in a reverse merger transaction.
The completion of the proposed transaction is subject to the negotiation of a definitive agreement, the combined company is required to have at least $75 million in net cash at closing, subject to approval by GWII's stockholders, the receipt of certain governmental approvals, the required approval by Good Works' stockholders and Direct Biologics' unit holders, all required filings under the HSR Act shall have been completed and any applicable waiting period applicable to the consummation of the Transactions under the HSR Act shall have expired or been terminated, the Registration Statement / Proxy Statement shall have been declared effective, Good Works shall have at least $5,000,001 of net tangible assets, the shares of Company Topco shall have been approved for listing on the Nasdaq Stock Market and the satisfaction of conditions contained therein. The deal has been approved by the boards of directors of each of Good Works, and Company Topco and the board of managers of Direct Biologics. The proposed transaction is expected to be completed in the first half of 2023.
Raymond James & Associates, Inc. is serving as financial advisor to Direct Biologics. Ralph De Martino of ArentFox Schiff LLP is acting as legal counsel to GWII. Benjamin K. Marsh of Goodwin Procter LLP is acting as legal counsel to Direct Biologics. Ellenoff Grossman & Schole LLP is acting as legal counsel to IBC. IB Capital LLC is serving as placement agent for the private placement and an affiliate of IBC, I-B Good Works 2, LLC, is the sponsor of Good Works II. I-Bankers Securities, Inc., an affiliate of both IBC and the sponsor of Good Works II, acted as the sole book-running manager and the representative of the underwriters for the initial public offering of Good Works II.
Direct Biologics LLC cancelled the acquisition of Good Works II Acquisition Corp. (NasdaqCM:GWII) from I-B Good Works 2, LLC and others in a reverse merger transaction on February 15, 2023.