DEEP RESEARCH · MIRAE ASSET VISION SPAC 3 / NBR MOTION
NBR Motion SPAC Merger Review: Listing Roadmap for Precision Bearing Components
Reviewing merger structure, valuation, ceramic-component growth, appraisal-right and dilution risks
0. Bottom line first
The merger between Mirae Asset Vision SPAC 3 and NBR Motion brings a precision steel-ball and tapered-roller localization company to KOSDAQ. The appeal lies in DCF-based earnings value and ceramic-component growth, but appraisal rights, CB/BW dilution, and post-listing execution risk must be assessed together.
Official fact: The transaction uses a SPAC dissolution merger structure. The merger ratio is 1 : 0.2348245; the merger value is KRW 2,000 for the SPAC and KRW 8,517 for NBR Motion. 1,155,336 new merger shares are expected to be issued.
Interpretation: SPAC shareholders receive about 0.2348 NBR Motion shares per SPAC share. More important than the structure itself is final cash inflow and capacity-expansion execution.
1. Strategic meaning
The source describes NBR Motion as a Korean specialist with a technology moat in precision steel balls and tapered rollers, markets historically dominated by Japanese firms. It is accelerating a shift toward ceramic components as the EV market expands, making the merger a platform for public-market access and capex.
2. Terms and timeline
| Item | Mirae Asset Vision SPAC 3 | NBR Motion | Note |
|---|---|---|---|
| Base price/par value | KRW 2,000 / KRW 100 | - / KRW 1,000 | SPAC base price set at offering price |
| Merger value | KRW 2,000 | KRW 8,517 | Intrinsic value by external evaluator |
| Merger ratio | 1 | 0.2348245 | 2,000 ÷ 8,517 |
| New shares | - | 1,155,336 shares | Allocated to SPAC shareholders |
Official fact: The merger began with board approval and contract signing on May 19, 2025, and was approved at the extraordinary shareholders’ meeting on November 18, 2025 after several amendments.
Fractional shares under one share are paid in cash based on the closing price on the first listing day of the merger shares.
3. Business and use of proceeds
NBR Motion’s investment points are G5-grade steel balls, ceramic components, and tapered-roller capacity expansion. The source emphasizes capex to handle rising orders from global customers such as NSK and improve cost competitiveness.
| Use | Amount | Purpose |
|---|---|---|
| Facilities | KRW 7.25bn | Remove G5 steel-ball and ceramic-line bottlenecks; automate common logistics management |
| Working capital | KRW 2.31bn | Expand raw-material purchases such as SUJ2; overseas marketing and IR |
| R&D | KRW 1.00bn | Localize cylindrical and ceramic rollers; recycled ceramic-substrate materials |
| Total | KRW 10.56bn | Post-merger growth investment |
4. Valuation and upside
Official fact: The source says DCF-derived earnings value of KRW 12,124 implies about 42% upside to the merger value of KRW 8,517.
Interpretation: The upside matters only if the growth plan is executed. Key checks are normal operation of automated facilities, global-customer revenue expansion, and ceramic-product mass-production yield.
DCF earnings value
KRW 12,124 is presented as about 42% above the KRW 8,517 merger value.
CAPEX
KRW 7.25bn of facility investment is central to bottleneck removal and cost competitiveness.
Ceramic shift
Ceramic materials are positioned as a growth option in EV and high-speed rotating parts.
5. Risks
- Appraisal rights: dissenting shareholders can request purchase at KRW 2,150 per share.
- Termination threshold: the merger agreement may be terminated if appraisal-right shares exceed 33.33% of total issued shares.
- Dilution: KRW 2.58bn of SPAC founder CBs may convert into about 600,000 shares at KRW 1,000, cited as roughly 5-6% of shares.
- Stock options: employee stock options with KRW 3,000 exercise price are potential dilution.
- Competition/raw materials: competition with Japan’s AKS and Tsubaki Nakashima, plus SUJ2 and silicon nitride powder price risk.
Official fact: Major shareholder Nano and related parties set a five-year lock-up, longer than the legal minimum.
Interpretation: The five-year lock-up signals management stability, but CB/BW and financial-investor lock-up expiries still require monitoring.
6. Final view
NBR Motion is tied to both component localization and electrification. But the valuation already reflects future growth and capex execution. The key watch points are appraisal-right volume through December 8, 2025, final cash inflow, ceramic mass-production yield, and revenue share from global customers.
Sources
- Naver Blog original: https://m.blog.naver.com/PostView.naver?blogId=star_of_self&logNo=224098312443
- Source reference material: NBR Motion amended securities registration statement for merger (2025.10.22).pdf