Psychedelic Science Leader Eleusis to Become Public Company in Merger with Silver Spike Acquisition Corp. II
Summary
IV-administered psilocin has the potential to offer more consistent therapeutic effects to patients, more controllable therapies to clinicians, and shorter treatment times – planned to be two hours or less – than orally-administered psilocybin exhibited in third-party clinical studies. In addition, Andala’s groundbreaking work managing clinics to address the ‘last mile’ challenge of psychedelics is consistent with our investment thesis in alternative health and wellness categories – find the companies that enable an entire market to scale. Upon completion of the transaction, the current owners of Eleusis will retain approximately 49% ownership of the combined company, assuming no redemptions by SPKB’s public shareholders and excluding the earnout consideration. Separately, in 2019, the firm launched the Silver Spike Alternative Health Partners Fund to focus primarily on psychedelics-related businesses and has since made several investments in a variety of operating companies encompassing both drug development and care delivery. Many factors could cause actual future events to differ materially from the forward-looking statements in this document, including but not limited to: (i) the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the price of Silver Spikes securities, (ii) the failure to satisfy the conditions to the consummation of the transaction, including the adoption of the business combination agreement and plan of merger by the shareholders of Silver Spike, the availability of the minimum trust account amount following redemptions by Silver Spikes public shareholders and the receipt of certain governmental and regulatory approvals, (iii) the lack of a third-party valuation in determining whether or not to pursue the proposed transaction, (iv) the occurrence of any event, change or other circumstance that could give rise to the termination of the business combination agreement and plan of merger, (v) the effect of the announcement or pendency of the transaction on Eleusis’s business relationships, performance, and business generally, (vi) risks that the proposed transaction disrupts current plans of Eleusis and potential difficulties in retention of Eleusis’s employees as a result of the proposed transaction, (vii) the outcome of any legal proceedings that may be instituted against Eleusis or against Silver Spike or Eleusis Inc. (“NewCo”) related to the business combination agreement and plan of merger or the proposed transaction, (viii) the ability of NewCos securities to qualify to list on The Nasdaq Capital Market, (ix) volatility in the price of Silver Spikes securities due to a variety of factors, including changes in the competitive and highly regulated industries in which Eleusis plans to operate, variations in performance across competitors, changes in laws and regulations affecting Eleusis’s business and changes in the combined capital structure, (x) the impact of the global COVID-19 pandemic, (xi) the enforceability of Eleusiss intellectual property, including its trademarks, and the potential infringement on the intellectual property rights of others, cyber security risks or potential breaches of data security, (xii) the ability of Eleusis to protect its intellectual property and confidential information of its customers, (xiii) unexpected costs, charges, or expenses resulting from the proposed transaction, (xiv) evolving legal, regulatory and tax regimes, (xv) the possibility that Eleusis may be adversely affected by other economic, business and/or competitive factors, (xvi) actions by third parties, including government agencies, and (xvii) the ability to implement business plans, forecasts, and other expectations after the completion of the proposed transaction, and identify and realize additional opportunities.