SPECIAL PURPOSE ACQUISITION COMPANY (SPAC)
PRINCIPLES OF A SPAC
The key to a successful SPAC is a convincing idea for acquisitions driven by an experienced management team with proven expertise in a specific business sector.
The SPAC requires a sponsor (or group of Sponsors) to fund the 5% pre-IPO capital. The investment banker's securities underwrites the SPAC.
The SPAC has a limited window to select the acquisitions, which are carried out after shareholder approval.
SPAC OVERVIEW
A SPAC is a company formed for raising capital through an initial public offering (IPO) for the purpose of acquiring one or more operating companies, as well as assets, intellectual property or technologies, related to pre-defined industries, geographical areas or investment strategies.
The SPAC raises the funds through a public offering typically on NASDAQ or the NYSE.
A SPAC requires an experienced board of directors and a management team, who are the founders, with a pre-IPO equity sponsor who invests approximately 5% of the targeted IPO funds in a private placement simultaneous with the IPO. In return, Sponsors receive 25% of the SPAC’s foundershares.Additionally, sponsors typically receive five-year warrants in exchange for their investment. Sponsors generally participate in the Board of a SPAC.
ADVANTAGES OF A SPAC
A SPAC is a unique financial tool for raising institutional capital for acquisitions based solely upon the expertise of an executive team.
A SPAC IPO raises capital relatively quickly, typically taking four months from start to finish.
A SPAC with cash has advantages in a global market characterised by debt.
As a public company, a SPAC has comparative advantages in making acquisitions. SPACs may conclude larger acquisitions by using its stock as currency and raising additional equity and debt by virtue of its public company status.
SPACs offer private equity sponsors with liquidity and an exit strategy, and founders with substantial equity in the company, in exchange for their talent and expertise.
Risk is minimised for a sponsor, with cash held in trust, and risk linked directly to the SPAC’s successful acquisition(s).
SPAC LIFESPAN
IPO PHASE
Engage counsel and auditors
Incorporate SPAC and sell founder share
Prepare S-1
File S-1 and amendments responsive to SEC comments (6+weeks)
Negotiate underwriting and ancillary agreements
Road show, pricing and closing
TARGET SEARCH AND
NEGOTIATION PHASE
Regular periodic SEC fillings
Identify target business
Conduct diligence and negotiate acquisition agreement
Potentially arrange committed PIPE and/or debt financing
Begin preparing proxy/tender offer document
Sign acquisition agreement and financing commitments
APPROVAL/CLOSING PHASE
Announce acquisition agreement
File preliminary proxy/tender offer document
Meeting with SPAC investors to discuss transaction
Obtain shareholder approval/renegotiate transaction or return to target search
Redeem public shares of electing holders
Close transaction
File Super 8-K
