Long Table Growth Corp. IPO - What You Need to Know

Considering an investment in the Long Table Growth Corp. IPO? It's a significant decision, and understanding the details can feel complex. This summary cuts through the jargon to provide a clear, concise overview of what you need to know before making any investment choices.

1. Business Description: What does this company actually do? (in plain English)

It's crucial to understand that Long Table Growth Corp. is not a traditional operating company that sells products or services. Instead, it's a "blank check company" or a SPAC (Special Purpose Acquisition Company).

Think of it this way: Long Table Growth Corp. formed with the sole purpose of finding and acquiring or merging with an existing private company. They have not yet identified a target company, nor have they engaged in any substantive discussions with one. Essentially, they are raising money from investors to "go shopping" for a business.

The management team's expertise lies in specific sectors: financial technology, property technology, industrial technology/infrastructure, or energy transition. They plan to leverage this experience to identify and acquire a promising private company within these areas. For now, Long Table Growth Corp. is a shell company with a clear objective: to find and combine with a promising private business.

2. Financial Highlights: How do they make money and are they growing?

As a blank check company, Long Table Growth Corp. currently has no business operations, products, or services. It generates no revenue and holds minimal assets, primarily the cash raised from this IPO. Therefore, it does not make money in the traditional sense.

Any "growth" and "money-making" potential emerges after they successfully find and merge with a private company. If they complete a successful deal, the new, combined company will then operate and, hopefully, increase in value, benefiting investors.

For the individuals who established Long Table Growth Corp. (the "sponsor"), their potential financial gain comes from owning a significant stake in the form of Class B ordinary shares (also known as "founder shares"). They acquired these shares at a very low price—approximately $0.004 per share. Typically, sponsors own about 20% of the company post-IPO for this minimal investment. If the SPAC successfully merges and the new company performs well, these founder shares could become extremely valuable, creating a strong incentive for the sponsor.

3. Use of Proceeds: What will they do with the money from this IPO?

This aspect also distinguishes a SPAC from a traditional IPO. When you invest in Long Table Growth Corp.'s IPO, nearly all the money raised—a substantial $200,000,000 (or up to $230,000,000 if underwriters exercise their option to sell additional units)—will be placed into a special trust account in the U.S. A small portion of the proceeds, typically a few million dollars, will cover operating expenses, due diligence, and legal fees associated with the search for a target company.

The money in the trust account earns a small amount of interest and remains there until one of two events occurs:

• They find a company to merge with: If they successfully identify a private company and shareholders approve the merger, the funds from the trust account will be used to complete that transaction.
• They do not find a company in time: Long Table Growth Corp. has 24 months from the closing of this offering to find and complete a merger. If they fail to do so, they will liquidate (close down) and return the money in the trust account (plus any interest, minus taxes and some liquidation expenses) to public shareholders. In this scenario, any warrants issued in the IPO would expire worthless.

Thus, the bulk of your investment is held securely until they either complete a deal or must return it.

4. Risk Factors: What are the main risks I should worry about?

Every investment carries risks, and a SPAC like Long Table Growth Corp. presents several unique ones you should be aware of:

• Failure to find a deal: This is the primary risk. If they cannot identify a suitable private company to merge with within 24 months, they must liquidate and return your money. While you would recover most of your initial investment from the trust account, you would miss out on any potential growth, and your capital would have been tied up. The warrants would also become worthless.
• The deal might not be successful: Even if they find a company, there's no guarantee it will be a successful business. You are essentially trusting the management team to select a winner, often without an independent valuation of the target company. The sponsor's incentive structure means they can profit significantly even from a mediocre deal due to their low initial investment.
• Pressure to complete a transaction: The 24-month deadline can pressure the management team to finalize a deal, potentially leading them to pursue a less-than-ideal target.
• Dilution from "founder shares": The individuals who founded Long Table Growth Corp. (the sponsor) purchased millions of shares for a tiny fraction of the IPO price. When these shares convert into regular shares after a merger, they can significantly dilute (reduce the ownership percentage of) public shareholders, typically representing about 20% of the post-IPO equity.
• Warrants can increase share count: Your IPO unit includes a share and a fraction of a warrant. These warrants allow holders to buy additional shares later at a set price ($11.50 per share). The sponsor also typically buys additional "private placement warrants." If many warrants are exercised, it can substantially increase the total number of shares outstanding, further diluting your ownership.
• Shareholder redemptions: Before a merger, public shareholders can choose to "redeem" their shares, meaning they get their money back from the trust account. If too many shareholders redeem, the SPAC might not have enough capital left to complete a good deal, or it might need to take on more debt, which could negatively impact the new company.
• No existing business: Unlike a traditional IPO, you are not investing in an operating business with a track record. You are investing solely in a management team's ability to find and execute a deal.
• Reduced reporting requirements: Long Table Growth Corp. qualifies as an "emerging growth company" and a "smaller reporting company." This classification means it may have fewer public reporting requirements, such as less extensive disclosure in SEC filings, fewer internal control requirements, and potentially less frequent financial reporting, compared to larger, more established companies.

5. Competitive Landscape: How do they compare to competitors I might know?

Long Table Growth Corp. does not compete with traditional investment firms or venture capital funds in the same way. Instead, it competes with other SPACs and traditional private equity firms that also seek to acquire private companies.

Their primary differentiator is their management team's specific, proven track record in areas like financial technology, property technology, industrial technology/infrastructure, or energy transition. Investors are essentially betting on the leadership's ability to identify and successfully integrate a target company within these specialized sectors. Therefore, you should compare their management's past successes and expertise to those of other SPAC teams that have successfully completed mergers.

6. Management Team: Who's running the company?

The individuals leading this "blank check" search are critically important because you are entrusting them to find a valuable deal. The company's S-1 filing, which this summary is based on, doesn't provide specific names and roles for the key executives (like Chairman, CEO, or CFO) beyond mentioning Gregory Ethridge as the agent for service. So, we don't have detailed biographies or a breakdown of their individual responsibilities here.

However, the filing does emphasize that the management team's experience focuses on finding businesses in specific sectors: financial technology, property technology, industrial technology/infrastructure, and energy transition. Investors should carefully examine their past achievements in these areas, as their expertise and judgment are a fundamental part of what you are investing in.

7. Offering Details: Where will it trade and under what symbol?

Once it goes public, you will be able to buy and sell shares like any other stock. Long Table Growth Corp. plans to list its units on The Nasdaq Global Market under the symbol "LTGRU".

Approximately 52 days after the IPO (or sooner if the underwriters decide), the units will separate into individual shares and warrants. Subsequently, the Class A ordinary shares will trade under "LTGR" and the warrants will trade under "LTGRW", both also on Nasdaq.

8. Offering Details: How many shares and what price range?

Long Table Growth Corp. is offering 20,000,000 units in this IPO, each priced at $10.00. This aims to raise a total of $200,000,000.

Each unit you purchase at $10.00 will consist of:

• One Class A ordinary share
• One-third of one redeemable warrant

A "whole warrant" will allow you to purchase one additional Class A ordinary share later for $11.50 per share. These warrants will become exercisable 30 days after they complete a merger and will expire five years after the merger (or earlier if redeemed or liquidated). If all warrants (including those purchased by the sponsor) are exercised, it could significantly increase the total number of shares outstanding, potentially leading to further dilution for existing shareholders.

Remember, they have 24 months from the IPO closing to find and complete a merger; otherwise, they will return the money from the trust account.

Investing in a SPAC like Long Table Growth Corp. is a bet on the management team's ability to find and execute a successful merger within a specific timeframe. Weigh these points carefully against your own investment goals and risk tolerance before making any decisions.