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CuriosityStream goes public

US factual streamer CuriosityStream is merging with special purpose acquisition company Software Acquisition Group, which will result in a public listing on the NASDAQ exchange.

Clint Stinchcomb

A newly formed, wholly owned subsidiary of Software Acquisition Group will acquire CuriosityStream through a reverse merger at an enterprise value of approximately US$331m and an equity value of around US$512m.

At the closing of the transaction, the combined company will have zero debt and an estimated US$180m of cash on the balance sheet.

As part of the merger agreement, Software Acquisition Group secured a US$25m private investment in public equity (PIPE) at US$10 per share to support the business combination.

The PIPE includes significant commitments from existing investors in CuriosityStream, insiders of Software Acquisition Group, existing Software Acquisition Group investors and new institutional investors.

Assuming no redemptions of Software Acquisition Group public shares, CuriosityStream’s shareholders will receive approximately 63% of the former’s issued and outstanding shares of common stock, while the founders of Software Acquisition Group will retain around 3% founder shares at closing. Existing Software Acquisition Group stockholders and PIPE investors are expected to own 34% of the combined entity.

The streamer was founded in 2015 by John Hendricks, the original founder of the Discovery Channel. He will remain in post as chairman and will be the company’s largest shareholder. The streamer will continue to operate under its current management team, led by president and CEO Clint Stinchcomb.

Following closing of the transaction, Software Acquisition Group will change its name to CuriosityStream Inc. Completion is expected in the fourth quarter of this year.

“CuriosityStream has the unique advantage of being a ‘pure play’ streaming media service that is not burdened with legacy linear TV assets in cable and broadcasting. Our consumer promise of offering premium factual content on demand in the new era of streaming has been enthusiastically embraced by curious viewers worldwide,” said Hendricks.

“We are excited to now have access to the public capital markets to support our growth plans and to over-deliver on our mission to provide content that informs, enchants and inspires.”

Stinchcomb added: “Unlike nearly every other streaming service that is largely reliant on a single revenue stream, subscription or advertising, we are building five robust, interrelated but distinct business lines. This influx of capital from the sponsors and the Software Acquisition Group team will only accelerate our march to becoming the world’s pure factual solution for consumers, distributors, brands, associations and media partners.”

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