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Markets EdgeWELL POURMay 25, 20262 min readAd-free
Carousell Walks From $1B+ L Catterton SPAC Amid Southeast Asia De-Spec Wave
Singapore classifieds unicorn terminates merger talks as regional SPAC appetite collapses into second half.
Markets Edge deskMarkets Edge · Huang GoodmanSource: Straits Times ↗
In plain words
Carousell's SPAC exit confirms Southeast Asia's de-spec migration;watch for sub-**$1B** private rounds replacing public paths through 2024.
$1.1 billion
terminated merger negotiations with L Catterton Asia Acquisition Corp…
$1.5 billion
before talks collapsed
$360 million
in its January 2021 IPO
$10.00
and has since traded between
Carousell, the Singapore-based classifieds marketplace last valued north of $1.1 billion, terminated merger negotiations with L Catterton Asia Acquisition Corp in recent weeks, according to sources familiar with the matter. The blank-check vehicle, backed by LVMH-affiliated private equity firm L Catterton, had been in advanced discussions to take the company public at a valuation believed to exceed $1.5 billion before talks collapsed. No deal structure was finalized.
The breakdown marks the third high-profile SPAC desertion in Southeast Asia since March. Carousell's backers—Rakuten Ventures, Sequoia Capital India, and Telenor—had supported the public markets exploration as recently as January, when the company operated across eight markets including Singapore, Hong Kong, and Taiwan with over 300 million listings. L Catterton Asia Acquisition raised $360 million in its January 2021 IPO, pricing units at $10.00, and has since traded between $9.72 and $10.18, offering limited currency for a deal that would have required additional PIPE commitments in the $400-600 million range. The SPAC has until January 2024 to complete a business combination or return capital to investors.
The collapse exposes two fractures in Southeast Asian late-stage private markets. First, the SPAC redemption rate for Asia-focused vehicles now exceeds 68% at deal closure, per SPAC Research data through May, rendering most structures unworkable without prohibitively expensive PIPE backstops. Carousell's peer Grab saw $1.6 billion in redemptions during its December 2021 de-SPAC, forcing founder dilution and a trading price that remains 63% below deal announcement levels. Second, classifieds marketplaces face sustained compression as Meta and TikTok expand commerce features directly into social feeds, eroding the standalone listing model. Carousell's gross merchandise value growth decelerated to an estimated 18-22% year-over-year in 2023, per sources, down from 40%+ in 2021, while customer acquisition costs climbed as Apple's iOS privacy changes made mobile retargeting costly.
What allocators and operators should watch: L Catterton Asia Acquisition has eight months to locate a replacement target or negotiate an extension with shareholders, likely triggering a redemption wave if no credible deal surfaces by September. Carousell will likely return to private fundraising conversations in Q4 2024, though at a valuation materially below the $1.1 billion Series C from 2021. Southeast Asian late-stage companies still exploring SPAC mergers—including Indonesia's Kopi Kenangan and Malaysia's CarSome—face narrowing windows as sponsor economics deteriorate and PIPE appetite evaporates. Two regional SPACs with sub-$400 million trust sizes are expected to liquidate by year-end without announcing targets.
Carousell generated roughly $47 million in revenue during 2023, per sources, against an operating burn estimated near $22 million, leaving the company sufficiently capitalized through mid-2025 without requiring immediate liquidity. The decision to walk reflects discipline, not desperation.
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For the principal
Avoid late-stage Southeast Asia consumer exposure until unit economics stabilize; Carousell's walk signals disciplined founders rejecting dilutive terms.
For the operator
Track L Catterton Asia Acquisition's redemption rate by September; sub-$200M trust balances kill most regional SPAC structures outright.
For the house
Short residual SPAC trust positions in Asia-focused vehicles trading above $10.10; liquidation acceleration likely through Q4 as targets evaporate.
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