Equity Capital Markets Transactions

468 SPAC II SE is a special purpose acquisition company (“SPAC”) targeting companies in the consumer technology and software & artificial intelligence sector with a focus on last mile logistics, marketplaces, consumer finance, cloud, commercial open source and software-as-a-service.

Issuer: 468 SPAC II SE

Sponsor: TEIXL Investments GmbH (wholly-owned by Alexander Kudlich), Ophelia Capital UG (wholly-owned by Dr. Ludwig Ensthaler), and Florian Leiber

Ticker: SPV2 (Shares), SPVW (Warrants)

Country: Germany

Sector: Technology

Listing: Frankfurt Stock Exchange

Offer Type: SPAC via Initial Public Offering (IPO)

Deal Size: EUR 210m

Offer Price: EUR 10.00 per unit

Unit structure:

• 1 Class A Share
• 1/3 Class A Warrant

Warrant terms:

• 1 whole Class A Warrant entitles the holder thereof to purchase 1 Class A Share at a price of €11.50 per share
• Exercisable from 30 days after consummation of a BC and until 5 years from date of consummation of BC
• Warrants redeemable by the Company at a redemption price of €0.01 if: (i) the share price equals or exceeds €18.00 for any 20 trading days within any 30 consecutive-trading day period; (ii) subject to a make whole, if the share price is between €10.00 and €18.00 for any 20 trading days within any 30 consecutive trading day period

Business Combination criteria:

• Targeting a company with principal business operations in an EEA or in a certain other country based in the consumer tech (with a focus on the categories Delivery & Logistic Tech, Marketplace and Marketplace Aggregators, and Consumer Finance) or cloud sector (with a focus on the categories Commercial Open Source, SaaS and Data & AI)

Cash in escrow: 100% of proceeds

Sponsor commitment:

• EUR 8.9m Sponsor capital at risk including negative interest rate cover

Sponsor promote:

• Approx. 20% of share capital, representing 5,250,000 class B shares
• Earn-out structure: 5% at Business Combination, c. 28% when share price is above €10, 1/3 when share price is above €12, 1/3 when share price is above €14 (for any 10 trading days within a 30 day period)

Negative interest:

• Compensated by Sponsor up to Additional Sponsor Subscription

Business Combination:

• Requires approval of majority of the votes cast at the Business Combination shareholders’ meeting

Timeframe: Up to 18 months

Berenberg Role: Sole Global Coordinator and Sole Bookrunner

Timing:

• Bookbuilding: 13 January – 14 January
• Prospectus approval: 17 January
• First Day of Trading: 20 January

Spirit Realty Capital is a triple-net lease REIT that primarily invests in single-tenant, operationally essential real estate assets throughout the United States.

Ticker: SRC

Country: United States

Sector: Real Estate

Listing: NYSE

Offer Structure: 9,430,000 (c. USD 449m)

Share Type: primary shares

Issue Price: USD 47.60 per share (3.9% discount to close)

Berenberg Role: Co-manager

Timing:

• Launch: 13 January 2022
• First Trade Date: 14 January 2022

NETSTREIT Corp acquires, owns and manages a portfolio of single-tenant retail commercial real estate focused on tenants in the retail sector

Ticker: NTST

Country: United States

Sector: Real Estate

Listing: NYSE

Offer Structure: 10,350,000 (c. USD 230.3m)

Share Type: Ordinary shares

Issue Price: USD 22.25 per share (3.3% discount to close)

Berenberg Role: Bookrunner

Timing:

• Launch: 10 January 2022
• First Trade Date: 11 January 2022