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LMF Acquisition Opportunities Inc - LMAO

  • Commons

    $10.03

    +0.00%

    LMAO Vol: 850.0

  • Warrants

    $0.53

    -2.66%

    LMAOW Vol: 6.6K

  • Units

    $10.47

    -0.62%

    LMAOU Vol: 826.0

Average: 0
Rating Count: 0
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SPAC Stats

Market Cap: 104.4M
Average Volume: 9.1K
52W Range: $9.67 - $10.13
Weekly %: +0.30%
Monthly %: +0.40%
Inst Owners: 32

Info

Target: Searching
Days Since IPO: 306
Unit composition:
Each unit has an offering price of $10.00 and consists of one share of our Class A common stock and one redeemable warrant
Trust Size: 7500000.0M

Management

Our officers, directors and director nominees are as follows: Name Age Position Bruce Rodgers 56 Chief Executive Officer, President, and Chairman of the Board of Directors Richard Russell 60 Chief Financial Officer, Treasurer, Secretary and Director Craig Burson* 59 Director Nominee Martin Traber* 75 Director Nominee [ ] [ ] Director Nominee *This individual has indicated his or her assent to occupy such position on the effective date of the registration statement, of which this prospectus is a part. Bruce Rodgers serves as our Chief Executive Officer and President and is Chairman of our Board of Directors. Since completion of its initial public offering in October 2015, Mr. Rodgers has served as Chairman, Chief Executive Officer, and President of LMFA, an affiliate of our sponsor and publicly traded company on the Nasdaq Capital Market. LMFA is a specialty finance company that provides funding to nonprofit community associations primarily located in the state of Florida. Mr. Rodgers was instrumental in developing LMFA’s business model prior to its inception and was one of its primary investors. As LMFA’s Chief Executive Officer, Mr. Rodgers has guided LMFA through its initial public offering, subsequent public offerings, and acquisitions of complementary businesses. Mr. Rodgers is a former business transactions attorney counseling numerous businesses with respect to mergers, acquisitions and capital raising transactions. In this capacity, Mr. Rodgers was an associate of Macfarlane, Ferguson, & McMullen, P.A. from 1991 to 1995 and a partner from 1995-1998 and was an equity partner of Foley & Lardner LLP from 1998 to 2003. Originally from Bowling Green, Kentucky, Mr. Rodgers holds an engineering degree from Vanderbilt University (1985) and a Juris Doctor, with honors, from the University of Florida (1991). Mr. Rodgers also served as an officer in the United States Navy from 1985-1989 rising to the rank of Lieutenant, Surface Warfare Officer. Mr. Rodgers is a member of the Florida Bar and holds an AV-Preeminent rating from Martindale Hubbell. We believe that Mr. Rodgers is well-qualified to serve on our Board due to his experience in sourcing, negotiating and consummating acquisitions, and investment in and management of a financial services business. Richard Russell serves as our Chief Financial Officer, Treasurer, Secretary and as a director. Mr. Russell has also served as Chief Financial Officer of LMFA, an affiliate of our sponsor and publicly traded company on the Nasdaq Capital Market since 2017. Since 2016, he has provided financial and accounting consulting services with a focus on technical and external reporting, internal auditing, mergers & acquisitions, risk management, and CFO and controller services. Mr. Russell also served as Chief Financial Officer for Mission Health Communities, offering management services for nursing and post-acute care facilities, from 2013 to 2016 and, before that, Mr. Russell served in a variety of roles for Cott Corporation, an American-Canadian beverage and food service company, from 2007 to 2013, including Senior Director Finance, Senior Director of Internal Auditing, and Assistant Corporate Controller. Mr. Russell’s extensive professional experience with public companies includes his position as Director of Financial Reporting for Quality Distribution, a transportation and logistics company, from 2004 – 2007, and as Director of Financial Reporting for Danka Business Systems PLC, a supplier of photocopiers and office imaging equipment, from 2001 to 2004. Mr. Russell also serves as Chief Financial Officer of Generation Income Properties, Inc., which is a real estate investment company that is publicly traded on the OTCQB Venture Market, a position he has held since December 2019. Mr. Russell earned his bachelor of science in accounting and a master’s in tax accounting from the University of Alabama, a bachelor of arts in international studies from the University of South Florida, and a master’s in business administration from the University of Tampa. On March 1, 2020, Mr. Russell was appointed to the board of directors for TDNT, a publicly held consumer products company that has been trading on the OTCQB Venture Market since April 2015. Mr. Russell is also Chairman of the Hillsborough County Internal Audit Committee since January 2020 and has been a board member since August 2016. We believe that Mr. Russell is well-qualified to serve on our Board due to his experience in public company operations, including in the financial services industry, financial analysis and reporting, mergers and acquisitions and risk management. Craig Burson is one of our director nominees. Mr. Burson is currently the founder and Managing Member of Peak 8 Capital, LLC and Ski Mountain Properties, LLC, two commercial real estate businesses founded by Mr. Burson and his wife. From January 2000 to March 2020, Mr. Burson worked for H.I.G. Capital, LLC (“H.I.G.”), a leading global alternative investment firm with approximately $42 billion of equity capital under management and a focus on the small cap and mid cap segments of the market. From June 2003 until March 2020, Mr. Burson served as a Managing Director in H.I.G.’s Growth 100 Equity and VC funds. During his 20 year career at H.I.G., Mr. Burson focused on making investments in the business services, consumer, healthcare, and technology sectors. Mr. Burson was involved with over 20 investments while at H.I.G., sat on many of the boards of companies in which investments were made, and was a member of the audit and compensation committees for a number of his investments. Prior to H.I.G., Mr. Burson was a member of the Raymond James & Associates technology investment banking practice, where he was active in public offerings, private placements, and mergers & acquisitions. In addition, Mr. Burson had a 15-year career with the Dow Chemical Company, holding management positions in engineering, sales, marketing, and new business development. His focus at the Dow Chemical Company was on the healthcare, semiconductor, water treatment, mining, and oil & gas industries. Mr. Burson also served as a development leader at Dowell Schlumberger, where he was involved with advanced oil & gas treatment technologies. In addition, he spent time in the trenches working as a roust-a-bout for Phillips Petroleum while earning his engineering degree. Mr. Burson earned a Bachelor of Science degree in Mining Engineering from the Colorado School of Mines and an M.B.A. from Harvard Business School. We believe that Mr. Burson is well-qualified to serve on our Board due to his experience in finance and investments, including investments in the technology sector, as well as his board and audit committee service. Martin Traber is one of our director nominees. Mr. Traber currently serves as a director of LMFA, an affiliate of our sponsor and publicly traded company on the Nasdaq Capital Market, since its initial public offering in October 2015, although Mr. Traber will cease to be a director of LMFA upon the completion of this offering. Mr. Traber is currently Chairman of Skyway Capital Markets, LLC a Tampa, Florida-based investment banking firm. From 1994 until 2016, Mr. Traber was a partner of Foley & Lardner LLP, in Tampa, Florida, representing clients in securities law matters and corporate transactions. Mr. Traber was a founder of NorthStar Bank in Tampa, Florida and from 2007 to 2011 served as a member of the Board of Directors of that institution. From 2012 to 2013, he served on the Board of Directors of Exeter Trust Company, Portsmouth, New Hampshire. Mr. Traber holds a Bachelor of Arts and a Juris Doctor from Indiana University. He has counseled and observed numerous businesses in a wide range of industries. The knowledge gained from his observations and his knowledge and experience in business transactions and securities law will assist in monitoring our performance and when we consider and pursue business acquisitions and financial transactions. As a former corporate and securities lawyer, Mr. Traber has a fundamental understanding of governance principles and business ethics. His knowledge of other businesses and industries are useful in determining management and director compensation. We believe that Mr. Traber is well-qualified to serve on our Board due to his strong background in law, finance, mergers and acquisitions, and business. Number and Terms of Office of Officers and Directors We will have five directors upon completion of this offering. Our board of directors will be divided into two 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 two-year term. 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. The term of office of the first class of directors, consisting of Mr. Craig E. Burson, Mr. Martin A. Traber, and [ ] will expire at our first annual meeting of stockholders. The term of office of the second class of directors, consisting of Messrs. Bruce M. Rodgers and Richard Russell, will expire at the second annual meeting of stockholders. 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 provide that our officers may consist of a Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President, Vice Presidents, Secretary, Treasurer, Assistant Secretaries, 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 interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our board of directors has determined that Mr. Burson, Mr. Traber and [ ] are “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present. Officer and Director Compensation None of our officers or directors has received any cash compensation for services rendered to us. No compensation of any kind, including finder’s and consulting fees, will be paid by us to our sponsor, officers, and directors, or any of their 101 respective affiliates, for services rendered prior to or in connection with the completion of our initial business combination. However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates. Any such payments prior to an initial business combination will be made using funds held outside the trust account. Other than quarterly audit committee review of such payments, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with identifying and consummating an initial business combination. After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to stockholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our stockholders in connection with a proposed initial business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed initial business combination, because the directors of the post-combination business will be responsible for determining officer and director compensation. Any compensation to be paid to our officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors. We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment. Committees of the Board of Directors Our board of directors will have two standing committees: an audit committee and a compensation committee. Subject to phase-in rules and a limited exception, Nasdaq rules and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and Nasdaq rules require that the compensation committee of a listed company be comprised solely of independent directors. Audit Committee Prior to the consummation of this offering, we will establish an audit committee of the board of directors. Mr. Burson, Mr. Traber and [ ] will serve as members of our audit committee, and Mr. Burson will chair the audit committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent. Each of Mr. Burson, Mr. Traber, and [ ] meet the independent director standard under Nasdaq listing standards and under Rule 10-A-3(b)(1) of the Exchange Act. Each member of the audit committee is financially literate and our board of directors has determined that Mr. Burson qualifies as an “audit committee financial expert” as defined in applicable SEC rules. We will adopt an audit committee charter, which will detail the principal functions of the audit committee, including: • the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm engaged by us; • pre-approving all audit and permitted non-audit services to be provided by the independent registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; • setting clear hiring policies for employees or former employees of the independent registered public accounting firm, including but not limited to, as required by applicable laws and regulations; • setting clear policies for audit partner rotation in compliance with applicable laws and regulations; 102 • obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing: (i) the independent registered public accounting firm’s internal quality-control procedures; (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; and (iii) all relationships between the independent registered public accounting firm and us to assess the independent registered public accounting firm’s independence; • reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and • reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. Compensation Committee Prior to the consummation of this offering, we will establish a compensation committee of the board of directors. Mr. Burson, Mr. Traber, and [ ] will serve as members of our compensation committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least two members of the compensation committee, all of whom must be independent. Mr. Burson, Mr. Traber, and [ ] are independent, and Mr. Traber will chair the compensation committee. We will adopt a compensation committee charter, which will detail the principal functions of the compensation committee, including: • reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, if any is paid by us, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; • reviewing and approving on an annual basis the compensation, if any is paid by us, of all of our other officers; • reviewing on an annual basis our executive compensation policies and plans; • implementing and administering our incentive compensation equity-based remuneration plans; • assisting management in complying with our proxy statement and annual report disclosure requirements; • approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees; • if required, producing a report on executive compensation to be included in our annual proxy statement; and • reviewing, evaluating, and recommending changes, if appropriate, to the remuneration for directors. Notwithstanding the foregoing, as indicated above, no compensation of any kind, including finders, consulting, or other similar fees, will be paid to any of our existing stockholders, officers, directors, or any of their respective affiliates, prior to, or for any services they render in order to effectuate the consummation of an initial business combination. Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination. The charter will also provide that the compensation c

Holder Stats

1 0
% of Shares Held by All Insider 5.55%
% of Shares Held by Institutions 70.19%
% of Float Held by Institutions 74.31%
Number of Institutions Holding Shares 32

Mutual Fund Holders

Holder Shares Date Reported Value % Out
AQR Funds-AQR Diversified Arbitrage Fd 27333 2021-06-29 270870 0.26
Fidelity NASDAQ Composite Index Fund 1152 2021-07-30 11324 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 23,210 $230,000 0.0% 0 0.205%
2021-11-16 Millennium Management LLC 114,069 $1,150,000 0.0% +24.6% 1.006%
2021-11-16 Citadel Advisors LLC 67,135 $670,000 0.0% +4.2% 0.592%
2021-11-16 CNH Partners LLC 56,169 $560,000 0.0% +4.5% 0.495%
2021-11-15 Flow Traders U.S. LLC 23,874 $240,000 0.0% 0 0.211%
2021-11-15 Rivernorth Capital Management LLC 150,000 $1,510,000 0.1% 0 1.323%
2021-11-15 Berkley W R Corp 455,917 $4,580,000 0.3% +18.1% 4.020%
2021-11-12 Wolverine Asset Management LLC 96,187 $970,000 0.0% +9.2% 0.848%
2021-11-12 Cohanzick Management LLC 37,055 $370,000 0.1% +322.5% 0.327%
2021-10-28 Mizuho Securities USA LLC 323,565 $3,190,000 0.3% +47.6% 2.853%
2021-08-17 Kohlberg Kravis Roberts & Co. L.P. 27,800 $280,000 0.0% 0 0.245%
2021-08-17 Millennium Management LLC 91,569 $910,000 0.0% 0 0.807%
2021-08-17 ATW Spac Management LLC 350,098 $3,470,000 0.9% 0 3.087%
2021-08-17 Citadel Advisors LLC 64,410 $640,000 0.0% +20.2% 0.568%
2021-08-16 CNH Partners LLC 53,732 $530,000 0.0% 0 0.474%
2021-08-16 LMR Partners LLP 175,000 $1,730,000 0.0% 0 1.543%
2021-08-16 Berkley W R Corp 386,194 $3,830,000 0.4% +39.5% 3.406%
2021-08-16 Cohanzick Management LLC 8,770 $87,000 0.0% 0 0.077%
2021-08-16 Periscope Capital Inc. 300,000 $2,970,000 0.1% 0 2.646%
2021-08-13 GABELLI & Co INVESTMENT ADVISERS INC. 61,604 $610,000 0.1% 0 0.543%
2021-08-13 Gabelli Funds LLC 61,096 $610,000 0.0% 0 0.539%
2021-08-06 PNC Financial Services Group Inc. 56,203 $560,000 0.0% 0 0.496%
2021-08-03 Landscape Capital Management L.L.C. 23,340 $230,000 0.0% 0 0.206%
2021-08-02 Dakota Wealth Management 47,900 $480,000 0.1% 0 0.422%
2021-05-18 TENOR CAPITAL MANAGEMENT Co. L.P. 40,000 $390,000 0.0% 0 0.353%
2021-05-18 Berkley W R Corp 276,911 $2,720,000 0.3% 0 2.442%
2021-05-18 Karpus Management Inc. 629,601 $6,180,000 0.2% 0 5.552%
2021-05-18 Citadel Advisors LLC 53,570 $530,000 0.0% 0 0.472%
2021-05-18 Radcliffe Capital Management L.P. 250,000 $2,450,000 0.1% 0 2.205%
2021-05-17 Saba Capital Management L.P. 615,258 $6,040,000 0.2% 0 5.426%
2021-05-17 Polar Asset Management Partners Inc. 400,000 $3,920,000 0.0% 0 3.527%
2021-05-17 Goldman Sachs Group Inc. 211,381 $2,069,999 0.0% 0 1.864%
2021-05-10 Basso Capital Management L.P. 24,675 $240,000 0.0% 0 0.218%
2021-05-07 Alberta Investment Management Corp 30,000 $290,000 0.0% 0 0.265%

SEC Filings

Form Type Form Description Filing Date Document Link
10-Q 10-Q - SEPT 2021 2021-11-17 https://www.sec.gov/Archives/edgar/data/1831868/000156459021057476/lmao-10q_20210930.htm
NT 10-Q NT 10-Q - 3RD QTR 2021-11-16 https://www.sec.gov/Archives/edgar/data/1831868/000156459021057146/lmao-nt10q_20210930.htm
10-Q 10-Q 06-21 2021-08-16 https://www.sec.gov/Archives/edgar/data/1831868/000156459021044716/lmao-10q_20210630.htm
SC 13G KARPUS INVESTMENT MGT / LMF ACQUISITION OPPORTUNITIES INC. - SCHEDULE 13G 2021-06-10 https://www.sec.gov/Archives/edgar/data/1831868/000107261321000445/karpus-sch13g_18487.htm
8-K/A 8-K/A = AMENDED BS 2021-06-01 https://www.sec.gov/Archives/edgar/data/1831868/000156459021031209/lmao-8ka_20210128.htm
10-Q 10-Q 2021-05-24 https://www.sec.gov/Archives/edgar/data/1831868/000156459021029539/lmao-10q_20210331.htm
NT 10-Q NT 10-Q 2021-05-18 https://www.sec.gov/Archives/edgar/data/1831868/000156459021028689/lmao-nt10q_20210331.htm
SC 13G FORM SC 13G 2021-04-01 https://www.sec.gov/Archives/edgar/data/1831868/000106299321003237/formsc13g.htm
10-K 10-K- LMAO 2021-03-31 https://www.sec.gov/Archives/edgar/data/1831868/000156459021016982/lmao-10k_20201231.htm
8-K 8-K - UNIT SPLIT 2021-03-17 https://www.sec.gov/Archives/edgar/data/1831868/000156459021013896/lmao-8k_20210317.htm
SC 13G SC 13G 2021-03-08 https://www.sec.gov/Archives/edgar/data/1831868/000110465921033262/tm219020d1_sc13g.htm
8-K 8-K- POST CLOSE BS 2021-02-03 https://www.sec.gov/Archives/edgar/data/1831868/000156459021004099/lmao-8k_20210128.htm
8-K 8-K - OFFERING 2021-01-28 https://www.sec.gov/Archives/edgar/data/1831868/000156459021003063/lmao-8k_20210125.htm
424B4 424B4 - PROSPECTUS - LMAO 2021-01-27 https://www.sec.gov/Archives/edgar/data/1831868/000156459021002651/lmao-424b4.htm
3 FORM 3 2021-01-26 https://www.sec.gov/Archives/edgar/data/1831868/000156761921001541/xslF345X02/doc1.xml
3 FORM 3 2021-01-26 https://www.sec.gov/Archives/edgar/data/1831868/000156761921001516/xslF345X02/doc1.xml
EFFECT 2021-01-25 https://www.sec.gov/Archives/edgar/data/1831868/999999999521000265/xslEFFECTX01/primary_doc.xml
3 FORM 3 2021-01-25 https://www.sec.gov/Archives/edgar/data/1831868/000156761921001479/xslF345X02/doc1.xml
3 FORM 3 2021-01-25 https://www.sec.gov/Archives/edgar/data/1831868/000156761921001477/xslF345X02/doc1.xml
3 FORM 3 2021-01-25 https://www.sec.gov/Archives/edgar/data/1831868/000156761921001475/xslF345X02/doc1.xml
3 FORM 3 2021-01-25 https://www.sec.gov/Archives/edgar/data/1831868/000156761921001473/xslF345X02/doc1.xml
3 FORM 3 2021-01-25 https://www.sec.gov/Archives/edgar/data/1831868/000156761921001471/xslF345X02/doc1.xml
S-1MEF S-1MEF - LMAO 2021-01-25 https://www.sec.gov/Archives/edgar/data/1831868/000156459021002109/lmao-s1mef.htm
CERT 2021-01-25 https://www.sec.gov/Archives/edgar/data/1831868/000135445721000104/8A_Cert_LMAO.pdf
8-A12B FORM 8-A12B 2021-01-22 https://www.sec.gov/Archives/edgar/data/1831868/000119312521014550/d106943d8a12b.htm
CORRESP 2021-01-21 https://www.sec.gov/Archives/edgar/data/1831868/000119312521013794/filename1.htm
CORRESP 2021-01-21 https://www.sec.gov/Archives/edgar/data/1831868/000119312521013792/filename1.htm
S-1/A S-1/A #1 2021-01-19 https://www.sec.gov/Archives/edgar/data/1831868/000156459021001426/lmao-s1a.htm
CORRESP 2021-01-11 https://www.sec.gov/Archives/edgar/data/1831868/000156459021000727/filename1.htm
S-1 S-1 2021-01-08 https://www.sec.gov/Archives/edgar/data/1831868/000156459021000649/lmao-s1.htm
UPLOAD 2020-12-22 https://www.sec.gov/Archives/edgar/data/1831868/000000000020012336/filename1.pdf
DRS 2020-12-01 https://www.sec.gov/Archives/edgar/data/1831868/000156459020055651/filename1.htm