Will AeroFarms shares post-SPAC acquisition be eligible for the QSBS exemption?

Congrats if you are an early investor or employee of AeroFarms. On March 26, 2021 the Company announced that it will be acquired by Spring Valley Acquisition Corp. (Nasdaq: SV), a special purpose acquisition company (SPAC).

Upon closing of the transaction, AeroFarms will become publicly traded on Nasdaq under the new ticker symbol “ARFM”. The combined company will be led by David Rosenberg, Co-founder and Chief Executive Officer of AeroFarms.

Check out a few additional details below.

Corporation:  Originally founded in 2004 as Just Greens, LLC, the Company later became a certified B Corporation.

Website: https://aerofarms.com/

Description:  Just Greens, LLC, doing business as AeroFarms LLC, builds and operates environmentally responsible agricultural farms. It grows leafy greens, herb varieties, and micro greens by using aeroponic technology and LED lighting. It also grows edible flowers, warm season greens, and grasses. The company serves schools and food banks. Just Greens, LLC was formerly known as Aero Farm Systems, LLC. The company was founded in 2004 and is based in Newark, New Jersey.

Incorporation Date:  June 9, 20009

Liquidation event details (date, type, etc.):  AeroFarms is going public via a SPAC acquisition as the Company was acquired by Spring Valley Acquisition Corp. (Nasdaq: SV), a special purpose acquisition company (SPAC) in March 2021.

QSBS Potential:  In July 2019, AeroFarms received $100.0mm in its Series E financing round.  As this round exceeded $50mm, shares issued during the Series E round and after are unlikely to be considered QSBS, however shares issued prior to then may be QSBS eligible.  

Did you participate in an earlier financing round, were you an early employee of the Company or did you obtain shares another way?  If so, please contact us to help assess potential QSBS ramifications.

This article does not constitute legal or tax advice. Please consult with your legal or tax advisor with respect to your particular circumstance.

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