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Brian N. Wheaton represents public and private companies and investment banks in connection with a broad range of corporate and securities matters, including corporate finance transactions, mergers and acquisitions and business reorganizations. He concentrates his practice on SPAC transactions. Brian is experienced in initial public offerings, private offerings of debt and equity securities and stock and asset acquisitions and dispositions. He also advises companies on corporate governance and compliance issues.

Concentrations

  • Securities and capital markets
  • Mergers and acquisitions
  • Special Purpose Acquisition Companies (SPACs)
  • Corporate governance
  • Securities Exchange Act reporting and compliance obligations
  • New York Stock Exchange (NYSE) and Nasdaq compliance obligations

Capabilities

Experience

  • Represented Schultze Special Purpose Acquisition Corp. II in connection with its $165 million initial public offering and listing on Nasdaq.
  • Represented Chardan Capital Markets, LLC as underwriter in connection with Chardan NexTech Acquisition 2 Corp.’s $110 million initial public offering and listing on Nasdaq.
  • Represented Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC as underwriters in connection with ION Acquisition Corp 2 Ltd.’s $253 million initial public offering and listing on NYSE.
  • Represented Cowen and Company, LLC as underwriter in connection with Novus Capital Corporation’s $288 million initial public offering and listing on the NYSE.
  • Represented DD3 Acquisition Corp. II in connection with its $110 million initial public offering and listing on Nasdaq.
  • Represented DPCM Capital, Inc. in connection with its $300 million initial public offering and listing on the NYSE.
  • Represented Cowen and Company, LLC as underwriter in connection with ION Acquisition Corp 1 LTD.’s $200 million initial public offering and listing and listing on the NYSE.
  • Represented Capstar Special Purpose Acquisition Corp. in connection with its $240 million initial public offering and listing on NYSE.
  • Represented Cowen and Company, LLC as underwriter in connection with Panacea Acquisition Corp.’s $125 million initial public offering and listing on NYSE.
  • Represented Chardan Capital Markets, LLC as underwriter in connection with Newborn Acquisition Corp.’s initial public offering and listing on Nasdaq.
  • Represented EarlyBirdCapital, Inc. and I-Bankers Securities, Inc. as underwriters in connection with Interprivate Acquisition Corp.’s $210 million initial public offering and listing on the NYSE.
  • Represented EarlyBirdCapital, Inc., Northland Capital Markets and Odeon Capital Group LLC as underwriters in connection with GigCapital2, Inc.’s $210 million initial public offering and listing on the NYSE.
  • Represented Replay Acquisition Corp. in connection with its $287 million initial public offering and listing on Nasdaq.
  • Represented Monocle Acquisition Corporation in connection with its $175 million initial public offering and listing on Nasdaq.
  • Represented Schultze Special Purpose Acquisition Corp. in connection with its $130 million initial public offering and listing on Nasdaq.
  • Represented VectoIQ Acquisition Corp. in connection with its $230 million initial public offering and listing on Nasdaq.
  • Represented EarlyBirdCapital, Inc., Chardan Capital Markets, LLC and I-Bankers Securities, Inc. as underwriters in connection with Opes Acquisition Corp.’s initial public offering and listing on Nasdaq.
  • Represented DFB Healthcare Acquisition Corp. in connection with its $250 million initial public offering and listing on Nasdaq.
  • Represented Pensare Acquisition Corp. in connection with its $270 million initial public offering and listing on Nasdaq.
  • Represented Raymond James and Jefferies as lead underwriters in connection with follow-on and ATM offerings by Jernigan Capital.
  • Represented Boulevard Acquisition Corp. II in connection with its $350 million initial public offering and listing on Nasdaq.
  • Represented Stellar Biotechnologies, Inc. in its registered direct offering of equity securities.
  • Represented DD3 Acquisition Corp. II (DD3 II) in its business combination with Codere Online, a leading online gaming and sports betting operator in Latin America. Pursuant to the business combination, a newly formed holding company named Codere Online Luxembourg, S.A. acquired DD3 II and Codere Online and became a Nasdaq-listed public company.
  • Represented Schultze Special Purpose Acquisition Corporation (SAMA) in its business combination with Clever Leaves International Inc. (Clever Leaves), 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 named Clever Leaves Holdings Inc. acquired SAMA and Clever Leaves and became a Nasdaq-listed public company.
  • Represented Arko Holdings Ltd., one of the largest convenience store chains in the United States, in its business combination with Haymaker Acquisition Corp. II., a publicly traded special purpose acquisition company. Under the terms of the business combination, Haymaker and Arko Holdings combined under a new company, ARKO Corp., which became a Nasdaq-listed public company.
  • Represented VectoIQ Acquisition Corp., a SPAC, in its business combination with Nikola Corporation, a leader in the design and development of battery-electric and hydrogen-electric vehicles.
  • Represented Nebula Acquisition Corp., a SPAC sponsored by True Wind Capital, L.P., in its business combination with Open Lending LLC, a leading provider of lender enablement and risk analytics solutions to financial institutions.
  • Represented 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.
  • Represented DD3 Acquisition Corp. in its merger with Betterware, a fast growing direct-to-consumer company selling innovative household goods, with a unique product portfolio focused on providing everyday solutions for modern spaces across Mexico.
  • Represented DFB Healthcare Acquisitions Corp., a SPAC sponsored by Deerfield Management and Richard Barasch, in its business combination with AdaptHealth Holdings LLC, the third largest provider of home medical equipment in the United States. With the closing of the transaction DFB was renamed AdaptHealth Corp.
  • Represented Constellation Alpha Corp. in its business combination with DermTech, Inc., a global leader in precision dermatology enabled by a non-invasive skin genomics platform. Constellation was renamed DermTech in connection with the closing.
  • Represented Boulevard Acquisition Corp. II, a SPAC sponsored by Avenue Capital Group, in its business combination with Estre Ambiental S.A., the largest waste management company in Brazil. As a result of the transaction, Estre was listed on Nasdaq.
  • Represented Terrapin 3 Acquisition Corporation, a SPAC sponsored by Terrapin Partners and Macquarie Group Limited, in its business combination with Yatra Online, Inc., one of the fastest growing consumer travel platforms and the second largest online travel agency in India.
  • Represented AgroFresh Solutions, Inc. (formerly known as Boulevard Acquisition Corp.) in its acquisition of the AgroFresh business and division (a crop protection business) from The Dow Chemical Company. AgroFresh was a blank check company formed for the purpose of acquiring a controlling interest in one or more businesses. Following the acquisition, AgroFresh shares were listed on Nasdaq.
  • Represented Danaher Corporation in its acquisition by tender offer of Sutron Corporation.
  • Special Forces Senior Weapons Sergeant, Rhode Island National Guard, 19th Special Forces Group (Airborne), 2010-2015
  • Special Forces Senior Weapons Sergeant, United States Army, 10th Special Forces Group (Airborne), 2007-2010

Recognition & Leadership

  • Listed, Super Lawyers magazine, New York Metro Super Lawyers, "Rising Stars," 2017-2021

Credentials

Education
  • J.D., Fordham University School of Law, 2014
  • B.S., Troy University, 2010
Admissions
  • New York