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AF Acquisition Corp. - AFAQ

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    AFAQ Vol: 235.0

  • Warrants



    AFAQW Vol: 5.3K

  • Units



    AFAQU Vol: 10.0K

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SPAC Stats

Market Cap: 218.2M
Average Volume: 8.3K
52W Range: $9.59 - $9.95
Weekly %: +0.00%
Monthly %: +0.21%
Inst Owners: 34


Target: Searching
Days Since IPO: 253
Unit composition:
Each unit has an offering price of $10.00 and consists of one share of our Class A common stock and one-third of one redeemable warrant
Trust Size: 20000000.0M


Our directors, director nominees and officers are as follows: Name Age Title Andrew Scharf 38 Chairman of the Board of Directors and President Jordan Gaspar 41 Chief Executive Officer and Director Christopher Bradley 43 Chief Financial Officer and Secretary Andrew Heyer 64 Independent Director Nominee Mary Fox 48 Independent Director Nominee Nola Weinstein 37 Independent Director Nominee Andrew Scharf, our Chairman and President since our formation, January 12, 2021, has been a Principal of Scharf Brothers since 2010 and currently serves as its Chief Investment Officer. In his role at Scharf Brothers, Mr. Scharf oversees a portfolio of the company’s private investments, public equities and real estate. He began his career as an investment banker at PJ Solomon from 2007 to 2009, where he analyzed and advised companies in the food, beverage, retail, consumer and industrial sectors. Mr. Scharf has over 10 years of investment experience, including in public and private equity markets and in the consumer sector. Mr. Scharf is currently a board member of Four Sigmatic, one of the fastest growing adaptogen and mushroom-based supplement and nutrition companies in the United States. He is also an investor in LOLA, a rapidly-growing female focused better-for-you wellness company. Additionally, Mr. Scharf led Scharf Brothers’ seed investment in OurCrowd, which is now the world’s largest equity crowdfunding platform for high-growth companies, having raised over $1.5 billion for over 200 rapidly growing businesses in a variety of sectors. From 2010 to 2014, Mr. Scharf also served as Vice President of OurCrowd, working closely with the founders to develop the company’s strategy and growth. Since 2018, he has also been an analyst at LH Financial Services, where he analyzes and advises on certain investment opportunities. He previously served as a Member of the Investment Committee for the Wharton Impact Investment Fund at the Wharton School of Business at the University of Pennsylvania. Mr. Scharf graduated from the University of Pennsylvania and is an active leader of and participant in many not-for-profit and charitable endeavors. We believe Mr. Scharf is qualified to serve on our board because of his deep knowledge of public and private capital markets, investment track record and financial acumen. Jordan Gaspar, our Chief Executive Officer and director since our formation, January 12, 2021, has over a decade of successful venture investment experience and has been the Managing Partner of AF Ventures since its founding in 2014. Ms. Gaspar has built AF Ventures, a 100% woman-owned and operated fund, from the ground up into the most active fund investing in packaged food and beverage today. She has spearheaded investments into some of the fastest growing and most well-recognized food and beverage brands today including Alpha Foods, Four Sigmatic, and Harmless Harvest, among others. She has also overseen AF Ventures’ entrance into new verticals such as personal care, as demonstrated by AF Ventures’ investment in LOLA. Over several years of investment activity, Ms. Gaspar has established strong partnerships with stakeholders across the consumer landscape including multinational food companies, distribution businesses, brand founders, entrepreneurs, marketing experts, and third-party service providers. Prior to founding AF Ventures, Ms. Gaspar was an attorney at Morrison Cohen LLP where she advised venture and private equity firms and their portfolio companies, as well as SPACs, on acquisitions, sales, mergers, and financings. She graduated from Columbia College and received her J.D. from Fordham Law School. Ms. Gaspar currently sits on the board or acts as a board observer to several innovative, better-for-you consumer products companies including Alpha Foods, Clio, Four Sigmatic, KidFresh, Koia, LOLA, Proud Source Water and Gainful. We believe Ms. Gaspar is qualified to serve on our board because of her proven investing track record in the better-for-you food and beverage industry, her fund-building experience, and her widespread network across the consumer ecosystem, from distributors to retailers and third-party service providers. 132 Table of Contents Christopher Bradley, our Chief Financial Officer and Secretary since inception, is a Managing Director at Mistral, which he joined in 2008. Mr. Bradley brings over 20 years of experience identifying acquisition candidates, due diligence experience including accounting and financial modeling acumen, and a background in deal structuring. He currently serves as the Chief Financial Officer and Secretary of Tastemaker Acquisition Corp. (NASDAQ: TMKRU), a blank check company that completed its $276 million initial public offering on January 12, 2021, and Haymaker III, a blank check company that initially filed a registration statement for its initial public offering February 12, 2021. From 2019 until its business combination in December of 2020, Mr. Bradley served as the Chief Financial Officer and Secretary of Haymaker II. From 2017 until its business combination in March 2019, he was an officer of Haymaker I. In 2016, Mr. Bradley co-founded and has since served as a member of the board of directors of The Beacon Consumer Incubator Fund, a venture capital fund that invests in consumer technology companies. Mr. Bradley has also previously served on the board of directors of Creminelli Fine Meats, LLC, a privately held premium-priced charcuterie wholesaler, from 2016 to January 2020, The Lovesac Company, Inc. (NASDAQ: LOVE) from 2010 to 2018, Country Pure Foods from 2010 to 2014, Bout Time Wine LLC from 2014 to 2015 and Xpress Spa Group, Inc from 2012 to 2014. Mr. Bradley has also guided Mistral portfolio companies in an operational role and, through Mistral, served on the board of Jamba, Inc. (NASDAQ: JMBA) from 2009 to 2013. Prior to Mistral, Mr. Bradley served as an investment banker at Banc of America Securities from 2005 to 2006, a Manager in Burger King’s strategy group in 2004, and a Manager at PricewaterhouseCoopers management consulting practice from 1999 to 2004. Mr. Bradley earned an A.B. from the University of Chicago and an M.B.A. from The Harvard Business School. Andrew R. Heyer, will serve as one of our directors upon the effectiveness of this registration statement. Mr. Heyer is a finance professional with over 40 years of experience investing in the consumer and consumer-related products and services industries, as well as a senior banker in leveraged finance during which time his clients included many large private equity firms. Mr. Heyer currently serves as President and Director of Haymaker III, which initially filed a registration statement for its initial public offering in February 2021 but has not yet completed its offering. He also served as President and Director of Haymaker II until it completed its business combination in December 2020 with GPM Investments, LLC (“GPM”) and ARKO Holdings Ltd. (“ARKO Holdings”), which together merged under a new name, ARKO Corp. (“ARKO”) (NASDAQ: ARKO) as part of the business combination, and has since remained on its board since such time thereafter serving on its board of directors as Director. Mr. Heyer was President and Director of Haymaker I until it completed its business combination with OneSpaWorld Holdings in March 2019, and has since remained on its board since such time. Mr. Heyer is the Chief Executive Officer and Founder of Mistral Equity Partners (“Mistral”), a private equity fund manager that invests in the consumer industry, which Mr. Heyer founded in 2007. Prior to founding Mistral, from 2000 to 2007, Mr. Heyer served as a Founding Managing Partner and a member of the Investment Committee of Trimaran Capital Partners, a $1.3 billion private equity fund. Mr. Heyer was formerly a vice chairman of CIBC World Markets Corp. and a co-head of the CIBC Argosy Merchant Banking Funds from 1995 to 2001. Prior to joining CIBC World Markets Corp. in 1995, Mr. Heyer was a founder and Managing Director of The Argosy Group L.P. from 1990 to 1995. Before Argosy, from 1984 to 1990, Mr. Heyer was a Managing Director at Drexel Burnham Lambert Incorporated and, previous to that, he worked at Shearson/American Express. Mr. Heyer currently serves on the board of Tastemaker Acquisition Corp. (NASDAQ: TMKRU), a blank check company which completed its $276 million initial public offering on January 12, 2021. Mr. Heyer also serves on the board of several private companies owned in whole or in part by Mistral, including Worldwise, Inc., a pet accessories business since 2011, and The Lovesac Company, Inc. (NASDAQ: LOVE), a branded omni-channel retailer of technology-forward furniture, since 2010. Mr. Heyer has also served on the board of Insomnia Cookies, a retailer of desserts open primarily in the evening and nighttime, and on the investment committee of AF Ventures, an investor in high-growth consumer product companies. In the past, Mr. Heyer has served as a director of The Hain Celestial Group, Inc. (NASDAQ: HAIN), a natural and organic food and products company, from 1993 to 2009 and 2012 to 2019, XpresSpa Group, Inc. from 2016 to 2019, Las Vegas Sands Corp., a casino company, from 2006 to 2008, El Pollo Loco Holdings, Inc., a casual Mexican restaurant, 133 Table of Contents from 2005 to 2008, and Reddy Ice Holdings, Inc., a manufacturer of packaged ice products, from 2003 to 2006. Mr. Heyer received his B.Sc. in Accounting and M.B.A. from the Wharton School of the University of Pennsylvania, graduating magna cum laude. Mr. Heyer is qualified to serve as a director due to his extensive finance, investment and operations experience, particularly in the consumer and consumer-related products and services industries. Mary Fox will serve as one of our directors upon the effectiveness of this registration statement. Ms. Fox is a seasoned global executive with more than 25 years of experience working with consumer goods companies. Ms. Fox currently sits on the board of directors for The Lovesac Company (NASDAQ:LOVE) and serves as chair of its Compensation Committee and a member of its Nominating Committee. She also sits on the board of Cosmetic Executive Women, Inc., a non-profit professional organization of companies in the beauty and retail industries. Since 2018, she has served as General Manager for North America Consumer Products at BIC. Before she joined BIC, Ms. Fox served as Senior Vice President, Future of Retail at L’Oreal from 2012 to 2018 with responsibilities across L’Oreal’s ecommerce, new business development, and business transformation departments. Prior to joining L’Oreal, she has held several senior leadership positions at Walmart in both the United States and International divisions, including co-founding the Sustainable Apparel Coalition (SAC) in 2009 with Patagonia, which is now the leading apparel, footwear, and textile coalition focused on sustainable production. Ms. Fox graduated from Coventry University in the United Kingdom and holds a degree in manufacturing engineering and business studies. We believe Ms. Fox is qualified to serve on our board because of her substantial experience in consumer products, ecommerce and sustainability. Nola Weinstein, one of our independent director nominees, is experienced in digital content strategy, content marketing, and scaled influencer activations, and has been Global Head of Culture and Brand Experience at Twitter since 2018. Prior to joining Twitter, Ms. Weinstein was Editor-in-Chief/VP of Content at Mode Media (formerly Glam Media) from 2008 to 2014 where she oversaw content creation and curation strategy. She created integrated marketing campaigns and scaled influencer programs for brands like Target, P&G, Unilever, American Express, Kohl’s, Kimberly-Clark, Diageo, and Kellogg’s. Ms. Weinstein presently serves as a member of the Guggenheim Technology & Innovation Council and The Getty Digital Advisory Council, and previously served as a member of the Coca-Cola Scholars Foundation Alumni Advisory Board. She is a graduate of Emory University and the Columbia University Graduate School of Journalism. We believe Ms. Weinstein is qualified to serve on our board because of her of the extensive consumer marketing experience. Advisors We will have an advisory board upon effectiveness of this registration statement, which members are as follows: Richard Galanti will serve as a member of our advisory board. Mr. Galanti is the Chief Financial Officer and Director of Costco Wholesale Corporation, where he has held various management positions since joining the company in 1984. Mr. Galanti previously served on the Board of the Federal Reserve Bank of San Francisco; and has been on the Foster School of Business Executive Education Advisory Board since 2000. Marisa Bertha will serve as a member of our advisory board. Ms. Bertha has been the Senior Director of New Business Development & 7-Ventures at 7-Eleven, Inc. since 2013. Ms. Bertha manages discovery, testing and investing in emerging consumer brands to identify and capitalize on shifting consumer preferences in the food and beverage categories. She has deep knowledge in retail, distribution, and consumer trends and maintains a vast network in the consumer packaged goods ecosystem. Kent Pilakowski will serve as a member of our advisory board. Mr. Pilakowski is a seasoned consumer packaged goods executive, having spent more than 25 years exclusively in the food space. Mr. Pilakowski started his career at General Mills and held several positions before ultimately serving as Head of Sales, Trade Marketing and Category Management for the Organic Food Division (Small Planet Foods). Mr. Pilakowski later left Mills to form IGNITE Sales Management in 2007 with no outside capital 134 Table of Contents and a team of one. The company has collaborated with brands such as Oatly, Beyond Meat, Talenti Gelato, Spindrift, Essentia water and Blake’s All Natural, and was successfully sold to Acosta Sales and Marketing. He currently serves on the boards of Essentia Water, High Key and So Good So You. Swan Sit will serve as a member of our advisory board. Ms. Sit has extensive experience in digital, marketing and strategy. From February 2018 to July 2019, Ms. Sit held two key roles at Nike: Head of Global Digital Marketing during the Emmy-winning “Dream Crazy” campaign featuring Colin Kaepernick, and VP of Digital Capabilities, Operations, Product, Supply Chain and Service for the NA eCommerce business. She led digital at Revlon and Elizabeth Arden, and ran online strategy for the Esteé Lauder Companies and consulted at Bain. She was selected as a Brand Innovators 40 under 40 and Marketing Woman to Watch. Ms. Sit currently serves on the boards of Edgewell, Novabay and Far Niente, is the owner and consultant at Swan Sit LLC and is an operating partner with AF Ventures. Joe Tracy will serve as a member of our advisory board. Mr. Tracy is the Chief Executive Officer of DOT Foods, where he has held various management positions since joining the company in 1987, including Chief Operating Officer and President. Joe currently serves on the Boards of DOT Foods, Mayer Electric Supply Co., and Omnicable. He also serves as a trustee for Quincy University and J^2 Family Foundation. Joe was a founding member of the Tracy Family Foundation. We will expect our advisors to (i) assist us in sourcing and negotiating with potential business combination targets, (ii) provide their business insights when we assess potential business combination targets, including targets in and related to the consumer packaged goods industry, and (iii) upon our request, provide their business insights as we work to create additional value in the businesses that we acquire. In this regard, they will fulfill some of the same functions as our directors. However, our advisors have no written advisory agreement with us. They hold membership interests in the Sponsor but will receive no other compensation for their services. We may modify or expand our roster of advisors as we source potential business combination targets or create value in businesses that we may acquire. Our advisors will not be under any fiduciary obligations to us nor will they perform board or committee functions, nor will they have any voting or decision making capacity on our behalf. They will also not be required to devote any specific amount of time to our efforts or be subject to the fiduciary requirements to which our directors are subject. Accordingly, if any of our advisors becomes aware of a business combination opportunity which is suitable for any of the entities to which he or she has fiduciary or contractual obligations (including other blank check companies), such advisor will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, and only present it to us if such entity rejects the opportunity. Number and Terms of Office of Officers and Directors Upon the effectiveness of the registration statement of which this prospectus forms a part, we expect that our board of directors will consist of seven members. Holders of our founder shares will have the right to elect all of our directors prior to consummation of our initial business combination and holders of our public shares will not have the right to vote on the election of directors during such time. These provisions of our amended and restated certificate of incorporation may only be amended if approved by a majority of at least 90% of our common stock voting at a stockholder meeting. Our board of directors will be divided into three classes with only one class of directors being elected in each year and each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a three-year term. The term of office of the first class of directors, consisting of Ms. Fox and Ms. Weinstein, will expire at our first annual meeting of stockholders. The term of office of the second class of directors, consisting of Mr. Heyer, will expire at the second annual meeting of stockholders. The term of office of the third class of directors, consisting of Mr. Scharf and Ms. Gaspar, will expire at the third annual meeting of stockholders. We may not hold an annual meeting of stockholders until after we consummate our initial business combination. In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until one year after our first fiscal year end following our listing on Nasdaq. Subject to any 135 Table of Contents other special rights applicable to the stockholders, any vacancies on our board of directors may be filled by the affirmative vote of a majority of the directors present and voting at the meeting of our board that includes any directors representing our sponsor then on our board, or by a majority of the holders of our founder shares. Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate. Our bylaws will provide that our officers may consist of a Chief Executive Officer, a President, a Chief Financial Officer, Vice Presidents, a Secretary, Assistant Secretaries, a Treasurer, Assistant Treasurers and such other offices as may be determined by the board of directors. Director Independence Nasdaq listing standards require that a majority of our board of directors be independent. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would in

Holder Stats

1 0
% of Shares Held by All Insider 0.00%
% of Shares Held by Institutions 43.04%
% of Float Held by Institutions 43.04%
Number of Institutions Holding Shares 34

Mutual Fund Holders

Holder Shares Date Reported Value % Out
AQR Funds-AQR Diversified Arbitrage Fd 378582 2021-06-29 3693067 1.69
Tidal ETF Tr-Robinson Alternative Yield Pre-Merger SPAC ETF 10392 2021-09-29 101218 0.05
Greenspring Fund, Incorporated 5800 2021-09-29 56492 0.03
Fidelity NASDAQ Composite Index Fund 1336 2021-08-30 12865 0.01

Institutional Holders

Reporting Date Hedge Fund Shares Held Market Value % of Portfolio Quarterly Change in Shares Ownership in Company
2021-11-16 Schonfeld Strategic Advisors LLC 20,000 $200,000 0.0% 0 0.071%
2021-11-16 Toroso Investments LLC 10,392 $100,000 0.0% 0 0.037%
2021-11-16 Millennium Management LLC 932,017 $9,080,000 0.0% +293.7% 3.329%
2021-11-16 CNH Partners LLC 163,437 $1,590,000 0.0% -70.3% 0.584%
2021-11-15 Ancora Advisors LLC 34,000 $330,000 0.0% +78.9% 0.121%
2021-11-15 Rivernorth Capital Management LLC 199,998 $1,950,000 0.1% 0 0.714%
2021-11-15 Marshall Wace LLP 991,358 $9,660,000 0.0% +32.2% 3.541%
2021-11-15 Omni Partners US LLC 94,160 $920,000 0.0% +1.6% 0.336%
2021-11-15 Glazer Capital LLC 811,897 $7,910,000 0.1% +40,434.0% 2.900%
2021-11-15 Hudson Bay Capital Management LP 590,536 $5,750,000 0.1% -7.8% 2.109%
2021-11-15 Caas Capital Management LP 136,273 $1,330,000 0.0% 0 0.487%
2021-11-15 Dark Forest Capital Management LP 60,088 $590,000 0.2% 0 0.215%
2021-11-12 Weiss Asset Management LP 100,000 $970,000 0.0% 0 0.357%
2021-11-12 Sculptor Capital LP 1,062,576 $10,350,000 0.1% +100.0% 3.795%
2021-11-12 Wolverine Asset Management LLC 53,878 $520,000 0.0% 0 0.192%
2021-11-12 Macquarie Group Ltd. 1,200,000 $11,690,000 0.0% 0 4.286%
2021-11-10 Goldman Sachs Group Inc. 305,582 $2,980,000 0.0% +1,031.8% 1.091%
2021-11-09 Robinson Capital Management LLC 10,392 $100,000 0.1% 0 0.037%
2021-11-09 Basso Capital Management L.P. 535,263 $5,210,000 0.6% +257.0% 1.912%
2021-08-25 Marshall Wace LLP 749,991 $7,320,000 0.0% 0 2.679%
2021-08-18 Blackstone Inc 225,000 $2,200,000 0.0% 0 0.804%
2021-08-17 Woodline Partners LP 250,000 $2,440,000 0.0% 0 0.893%
2021-08-17 Millennium Management LLC 236,757 $2,310,000 0.0% 0 0.846%
2021-08-16 Whitebox Advisors LLC 50,000 $490,000 0.0% 0 0.179%
2021-08-16 CNH Partners LLC 549,996 $5,290,000 0.1% 0 1.964%
2021-08-16 Owl Creek Asset Management L.P. 399,996 $3,900,000 0.2% 0 1.429%
2021-08-16 Blackstone Inc 225,000 $2,200,000 0.0% 0 0.804%
2021-08-16 Antara Capital LP 350,000 $3,450,000 0.2% 0 1.250%
2021-08-16 Berkley W R Corp 98,250 $960,000 0.1% 0 0.351%
2021-08-16 Silverback Asset Management LLC 75,000 $730,000 0.1% 0 0.268%
2021-08-16 Radcliffe Capital Management L.P. 400,000 $3,900,000 0.1% 0 1.429%
2021-08-16 Goldman Sachs Group Inc. 27,000 $260,000 0.0% 0 0.096%
2021-08-16 Periscope Capital Inc. 249,025 $2,430,000 0.1% 0 0.889%
2021-08-13 Ancora Advisors LLC 19,000 $190,000 0.0% 0 0.068%
2021-08-13 Basso Capital Management L.P. 149,946 $1,460,000 0.2% 0 0.536%
2021-08-12 MMCAP International Inc. SPC 400,000 $3,900,000 0.2% 0 1.429%
2021-08-11 Picton Mahoney Asset Management 99,996 $980,000 0.0% 0 0.357%
2021-08-11 CVI Holdings LLC 1,000,000 $9,760,000 0.7% 0 3.571%

SEC Filings

Form Type Form Description Filing Date Document Link
10-Q QUARTERLY REPORT 2021-11-19
8-K CURRENT REPORT 2021-11-19
10-Q QUARTERLY REPORT 2021-08-16
SC 13G FORM SC 13G 2021-08-16
10-Q QUARTERLY REPORT 2021-05-25
8-K CURRENT REPORT 2021-05-24
8-K CURRENT REPORT 2021-05-18
4 2021-05-13
4 2021-05-13
4 2021-05-13
8-K CURRENT REPORT 2021-03-29
SC 13G SCHEDULE 13G 2021-03-26
8-K FORM 8-K 2021-03-24
SC 13G SC 13G 2021-03-23
424B4 PROSPECTUS 2021-03-22
CERT 2021-03-19
EFFECT 2021-03-18
3 2021-03-18
3 2021-03-18
3 2021-03-18
3 2021-03-18
3 2021-03-18
CORRESP 2021-03-16
CORRESP 2021-03-16
CORRESP 2021-03-16
UPLOAD 2021-03-15
S-1/A AMENDMENT NO. 1 TO FORM S-1 2021-03-05
CORRESP 2021-02-25
UPLOAD 2021-02-23
DRS 2021-01-27