The BuzzFeed Deck: Inside a TMT SPAC Capital Raise, and What Happened After

Every figure below comes from the actual "BuzzFeed Investor Presentation, June 2021," filed as Exhibit 99.2 to a Form 8-K by 890 5th Avenue Partners, Inc. (CIK 0001828972). It's marked "Strictly Private and Confidential" on every page, standard for these decks even after they're filed publicly. The full deck is on SEC EDGAR.

TL;DR

Company: BuzzFeed, Inc., digital media (BuzzFeed, HuffPost, Tasty, plus a concurrent $300M acquisition of Complex Networks). Vehicle: 890 5th Avenue Partners, Inc., a TMT-focused SPAC with $288M in trust. Capital raise: $150M in 5-year unsecured convertible notes, 7.00% coupon, $12.50 conversion price. Placement agents: Cowen and Company, BofA Securities, Craig-Hallum Capital Group. Deal value: $1.5B pro forma enterprise value at signing. What actually happened: 94% of the SPAC's trust cash was redeemed before closing, and the stock fell from $10 to under $1 within three years.

What kind of SPAC this was, specifically

Deck reference: company description, cover pages

Not every SPAC is industry-agnostic. 890 5th Avenue Partners was purpose-built around one thesis: TMT convergence. Its own boilerplate describes itself as "led by seasoned media veterans who are uniquely positioned to advise both legacy assets and emerging growth platforms to scale through strategic combinations." That's a template worth recognizing, sector-focused SPACs pitch themselves on operating expertise in the target's industry, not just capital and a listing. The deck names the pitch directly on its "Why 890 is Excited to Partner with BuzzFeed" slide: a "leading, globally recognized 'Media 2.0' platform primed to benefit from digital tailwinds core to our thesis."

The deal structure and the actual capital raise

Deck reference: "Transaction Overview and Structure," p. 6

This is the piece that answers "where's the capital raise" most directly. The transaction wasn't funded by SPAC trust cash alone, it required a separate, real capital markets raise.

The convertible note is the actual "capital raise" instrument here, placed by Cowen and Company, BofA Securities, and Craig-Hallum Capital Group, named explicitly as "Placement Agents" in the deck's disclaimer page. This is functionally a PIPE done in debt form rather than equity, investors buy a bond that pays a fixed coupon but can convert into stock later if the share price clears $12.50. That structure let BuzzFeed lock in capital without immediately diluting existing shareholders at the deal price, while giving note investors upside if the stock performed. The conversion right turned out to be worthless, the stock never got remotely close to $12.50 after the first few trading days.

Why the raise was necessary at all: BuzzFeed planned to use $200M of cash plus $100M of stock to fund a second, simultaneous acquisition, Complex Networks, a youth-culture media company, contingent on the SPAC deal closing. Trust cash alone wasn't going to cover both the balance-sheet needs of a newly public company and a $300M acquisition, hence the convertible note.

The valuation and ownership split

Deck reference: "Sources & Uses / Pro Forma Valuation," p. 32

Note what's assumed in that 72.5%/16.9% split: "no redemptions from the trust account." That assumption is the single biggest thing to watch for in any SPAC deck, and it's exactly the assumption that broke.

How the deck justified the price

Deck reference: "Comparable Company Benchmarking Analysis," pp. 33–34

The bankers split the comp set into two buckets, which is itself a telling choice: "Digital Media, Content & Commerce" peers (Zynga, Etsy, ION Acquisition Corp/Taboola, IAC, New York Times) and "Social Platforms" peers (Snap, Pinterest, Meta, Twitter). Splitting comps this way lets a banker choose which group's multiples to lean on. BuzzFeed's implied 2022E EV/EBITDA of 11.9x sat below the Digital Media group's median (14.9x) and roughly in line with cheaper Social Platform names, framed as "we're not overpaying." Whether Social Platforms, huge scaled ad businesses with billions of users, is really the right comp set for a digital publisher is a judgment call the deck makes on your behalf. It's worth noticing when a comp set is doing persuasive work rather than neutral benchmarking, this deck was built to sell the deal, not audit it.

The growth story the deck was selling

Deck reference: "Financial Highlights," pp. 27–30

That's a projected 26% revenue CAGR and EBITDA margin expansion from 4% to 25% over four years, aggressive but not unusual for a growth-stage TMT pitch deck. The "Commerce" segment, e-commerce/affiliate revenue tied to Tasty and BuzzFeed's shopping content, was projected to more than triple, from $95M to $330M, and become the highest-margin part of the business. As with any management-provided forecast in a deal deck, these were BuzzFeed's own projections, not independently audited, the same caveat that shows up in every fairness-opinion deck, just without the neutral banker layer sitting between the numbers and the reader.

What actually happened, the part the deck couldn't show you

The redemption wave: SPAC shareholders have the right to redeem shares for cash instead of rolling into the new company. By the time the deal closed on December 3, 2021, 94% of the $287.5 million in the SPAC's trust account was redeemed, leaving BuzzFeed with only about $16 million of that pool instead of the $288M this deck modeled. The convertible note and BuzzFeed's own balance sheet cash ended up doing far more of the work than originally planned.

The stock: BuzzFeed opened at $10, briefly spiked to nearly $15 intraday, then began a steady decline. When the insider lock-up expired on June 6, 2022, shares fell another 40% in a single day. By December 2022, the stock hit $1.02, down 93% from its post-listing peak. The convertible note's conversion right never came close to being in the money after the first few hours of trading, a clean real-world illustration of how a capital-raise term that looks attractive on the deck's cover page can become irrelevant within days if the market disagrees with the deal's valuation.

The operating consequences: BuzzFeed shut down BuzzFeed News entirely in April 2023, laying off 15% of staff, the same investigative newsroom that had won a Pulitzer Prize in 2021. In May 2024, the company executed a 1-for-4 reverse stock split specifically to stay above Nasdaq's $1.00 minimum bid-price listing requirement, the same mechanical fix used by other struggling de-SPAC companies.

Why this deck is worth studying

Put next to a true fairness-opinion deck (see our DryShips/Evercore breakdown), this one shows the other end of the spectrum, a document built entirely to persuade, not to independently assess. It was commissioned by the company and SPAC themselves, via their placement agents, whose incentive was deal closing and placement fees, not a flat, deal-independent fee. The comp set was chosen to flatter the target valuation, and the biggest unstated risk, whether the market would actually show up with cash at closing, wasn't something a comp table could ever tell you.

The single most important lesson: a capital-raise deck's numbers are a plan, not a commitment. The $288M trust figure on page 32 was real money sitting in an account, right up until the shareholders who controlled it decided, almost unanimously, not to participate.