SK Group, the majority shareholder of AI chipmaker Sapeon, has sold a 5.42% stake to E1, Hana Securities, and private equity firm Ascent Equity Partners ahead of the upcoming merger between Sapeon and fabless AI chip startup Rebellions. This stake represents approximately 1.6% of the post-merger entity.
The deal involves shareholders who had initially invested in Sapeon during its Series A funding round in the form of convertible notes. These stakeholders have opted to remain shareholders of the merged company by accepting Sapeon common stock instead of reclaiming their principal and interest.
SK Group plans to sell an additional 1.4% stake in the merged entity, aiming to reduce its total stake to 3%, with the transaction expected to be finalized shortly.
Sapeon Inc. sold its stake in Sapeon Korea to E1, Hana Securities, and Ascent Equity Partners in two separate rounds in August and September, according to sources in the investment banking sector on Nov. 20. The total value of the transaction amounted to approximately 18 billion won ($13 million).
Sapeon Korea is a wholly-owned subsidiary of Sapeon Inc. with ownership split between SK Telecom Co. (62.5%), SK Hynix Inc. (25%), and SK Square Co. (12.5%). SK Hynix holds its stake in Sapeon Inc. indirectly through SK Hynix America, while SK Square holds its stake through SK Square America.
E1, Hana Securities, and Ascent Equity Partners invested in Sapeon during the Series A funding round in August last year through convertible notes - an open-ended form of corporate financing that allows investors to convert their investment into equity or be repaid the principal and interest upon maturity. Unlike conventional convertible bonds, the conversion price for these notes is not fixed in advance.
“These investors decided to stay onboard, converting their notes to Sapeon Korea common stock instead of cashing out,” an industry insider said. “They likely see the merged entity as unrivaled in the AI semiconductor space.”
However, the common stock they received has already been converted to redeemable convertible preferred stock (RCPS) with a plan to switch back to common stock once the merger is complete.
