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Adam Namoury advises private and public companies, financial sponsors and special purpose acquisition companies (SPACs), on corporate transactions ranging in value from $2M to $5B+, including mergers, acquisitions, business combinations, takeovers, leveraged buyouts, divestitures, carveouts, joint ventures, stock/asset purchases and sales, restructurings, recapitalizations, strategic alliances, minority investments, equity financings, debt financings, corporate finance transactions and project finance transactions. Adam also advises companies, financial sponsors, boards of directors, and senior executives on general corporate governance matters, fiduciary duty issues, and the formation and structuring of various business entities.

Prior to joining the firm, while serving as the General Counsel of a multinational company that traded, distributed, and provided logistics services for chemical and agricultural commodities in more than 65 countries worldwide, Adam built and headed the legal department responsible for delivery of all global legal services and the corporate development department responsible for all corporate transactions, including mergers and acquisitions, project finance and corporate finance transactions.

Concentrations

  • Mergers & acquisitions (public and private)
  • Private equity
  • Special purpose acquisition companies (SPACs)
  • Corporate and securities
  • Joint ventures
  • Venture capital
  • Corporate governance
  • Corporate finance
  • Project finance

Capabilities

Experience

  • Representation of DPCM Capital Inc., a publicly traded special purpose acquisition company, in connection with the execution of a definitive transaction agreement with D-Wave Systems, Inc., a leader in quantum computing systems, software, and services and the only provider building both annealing and gate-model quantum computers (D-Wave). The transaction, which is expected to close in the second quarter of 2022, values D-Wave at an equity value of $1.2 billion.
  • Representation of Nettar Group, Inc. (Nettar), a leader in high‐resolution satellite data collection, in connection with its business combination with CF Acquisition Corp. V (CFAC V), a special purpose acquisition company sponsored by Cantor Fitzgerald, and its $150 million private placement from Liberty Strategic Capital. The transaction valued the combined company at an enterprise value of $850 million. The combined company will operate as Satellogic Inc. and is listed on Nasdaq under the ticker symbol “SATL”.
  • Representation of MCAP Acquisition Corporation, a publicly traded special purpose acquisition company, sponsored by an affiliate of Chicago‐based asset manager Monroe Capital LLC, in its business combination with AdTheorent Holding Company, LLC, a programmatic digital advertising company using advanced machine learning technology and privacy-forward solutions to deliver measurable value for advertisers and marketers. With the closing of the transaction the combined company was renamed AdTheorent Holding Company, Inc. and its common stock and warrants began trading on the Nasdaq Capital Market.
  • Representation of Replay Acquisition Corp. (Replay) in connection with entering into a business combination agreement with Finance of America Equity Capital LLC (Finance of America), a Blackstone-backed end-to-end lending and services platform that operates in market sectors that include mortgages, reverse mortgages, commercial real estate and fixed income investing. The transaction was structured as an “Up-C” and a “double dummy” merger pursuant to which Finance of America undertook a reorganization and a newly formed company acquired Replay and an interest in Finance of America and the combined company become a NYSE listed public company. The transaction implied an equity valuation at closing for the combined company of $1.912 billion.
  • Representation of Arrival S.à r.l. in its $5.4 billion business combination with SPAC CIIG Merger Group – Arrival S.à r.l. is a BlackRock-backed UK electric vehicle company that manufactures zero-emission buses and vans designed for public transit and commercial fleets.
  • Representation of SH Parent, Inc. (Parallel), one of the largest privately-held multi-state cannabis operators in the U.S., in its definitive agreement to combine with Ceres Acquisition Corp. and its anticipated NEO exchange listing with an enterprise value of US$1.884 billion (definitive agreement terminated).
  • Representation of Schultze Special Purpose Acquisition Corporation (SAMA) with its business combination with Clever Leaves International Inc., one of the largest cultivators, extractors and producers of pharmaceutical-grade medical cannabis and hemp extracts in Latin America and among the largest in the world, including Canada’s licensed producers and top extractors. Pursuant to the business combination, a newly formed holding company acquired SAMA and Clever Leaves and became a NASDAQ-listed public company trading under the new ticker symbol “CLVR”. The transaction had an enterprise value of $255 million.
  • Representation of Pensare Acquisition Corp. in its business combination with Stratos Management Systems, Inc., which does business as Computex Technology Solutions, a leading IT Solutions and Managed Services Provider. With the closing of the transaction Pensare was renamed American Virtual Cloud Technologies, Inc.
  • Representation of VectoIQ Acquisition Corp. in its merger with Nikola Corporation, a leader in the design and development of BEV and FCEV class 8 semi-trucks.
  • Representation of DFB Healthcare Acquisition Corp. in its business combination with AdaptHealth, a full-service medical equipment company.
  • Representation of Earth Networks, Inc., a provider of comprehensive and automated weather data solutions, in a buyout by Advanced Environmental Monitoring and its sponsor private equity fund Union Park Capital.

Recognition & Leadership

  • Selected, Thomson-Reuters, "Stand-Out Lawyers," 2022
  • Listed, Super Lawyers magazine, New York Metro Super Lawyers, "Rising Stars," 2021 
  • Listed, Thomson-Reuters, "Stand-Out Lawyers," 2022
  • Listed, Acritas Stars™ Independently Rated Lawyers, "Star Lawyers," 2021
  • Adjunct Professor of Law, Benjamin N. Cardozo School of Law, 2019-2021
  • Advisory Board, Benjamin N. Cardozo School of Law, 2012-2018
  • Member, New York Bar Association
  • Member, American Bar Association

Credentials

Education
  • J.D., magna cum laude, Benjamin N. Cardozo School of Law
  • B.S., magna cum laude, Syracuse University
Admissions
  • New York
  • New Jersey
  • District of Columbia
Languages
  • Arabic