Subversive Capital Acquisition Corp., a special purpose acquisition company (SPAC) with a growing footprint in the cannabis industry, has acquired two California-based cannabis brands and named Jay-Z as the resulting holding company’s chief visionary officer, it was announced Tuesday (Nov. 24). The transaction is expected to close in January.
Subversive Capital is acquiring the direct-to-consumer cannabis platform and brand Caliva as well as Left Coast Ventures, a cannabis and hemp producer. The brands will combine under a new vertically-integrated cannabis company to be named TPCO Holding Corp. The deal includes $36.5 million in equity commitments from new and existing shareholders, including Fireman Capital Partners, Tuatara Capital, Subversive Capital and Roc Nation artists including Rihanna, Yo Gotti, and Meek Mill.
The stated goal of the new venture is “to redefine the industry with a mission to both consolidate the California cannabis market and create an impactful global company.” Subversive Capital anticipates combined revenues of the two brands to reach $185 million this year and $334 million in 2021.
The news comes just one month after Jay-Z unveiled MONOGRAM, a new cannabis brand he launched with Caliva, where he has served as chief brand strategist since July 2019.
In his role as chief visionary officer at TPCO, Jay-Z will guide both brand strategy and Social Equity Ventures, described as a corporate venture fund that will invest in Black and minority-owned cannabis businesses and contribute to progressive criminal justice initiatives. These initiatives are to include bail reform, industry vocational training, job placement, expungement clinics and application support for California’s Social Equity program, which offers support to individuals who have been negatively impacted by the state’s prior criminalization of cannabis. TPCO will fund Social Equity Ventures with an initial target of $10 million and an annual contribution of at least 2% of its net income.
“Although we know we can’t fully redeem the injustices created by the ‘war on drugs’, we can help shape a brighter and inclusive future,” said Jay-Z in a statement. “The brands we build will pave a new path forward for a legacy rooted in equity, access, and justice. We’re creating something people can trust and we’re investing in our future, our people, and our communities.”
Also part of the deal is Jay-Z’s label and management company Roc Nation, which will leverage Roc Nation artists to help build and promote the newly-formed cannabis giant.
Importantly, TPCO also plans to leverage Caliva’s e-commerce platform, Caliva.com, in order to “rapidly scale” the company’s direct-to-consumer reach across California, with an expectation of reaching 75% of cannabis consumers in the state by the end of 2021 and nearly 90% by the end of 2022. Caliva and Left Coast Ventures currently reach about half of California cannabis consumers.
Joining Jay-Z on the TPCO executive leadership team are Steve Allan as CEO, Brett Cummings as CFO and president of Left Coast Ventures and Dennis O’Malley as COO and president of Caliva. The board of directors will include Roc Nation CEO Desiree Perez, former Yahoo and Autodesk CEO Carol Bartz, Tuatara Capital partner Al Foreman, La Jolla Group CEO Daniel Neukomm, NetApp and Barracuda director Jeffry Allen, Subversive Capital CEO Leland Hensch and Subversive Capital founder and chairman Michael Auerbach.
Jay-Z may be the biggest music player in the California cannabis industry but he’s certainly not the first. Carlos Santana, Mickey Hart of the Grateful Dead , B-Real of Cypress Hill and the Bob Marley estate are among those who have attempted to capitalize on the state’s growing market. According to research by Arcview Market Research and BDS Analytics, cannabis sales in California reached nearly $3 billion in 2019, a year-over-year increase of 18%.
