Understanding Blank Check Companies, SPAC - Special Purpose Acquisition Company
A SPAC is created specifically to pool funds in order to finance a merger or acquisition opportunity within a set timeframe. The opportunity usually has yet to be identified.
Chamath Palihapitiya is a Sri Lankan-born Canadian-American venture capitalist and the founder and CEO of Social Capital is the poster boy of SPACs.
Palihapitiya recognized the value of the SPAC structure in 2017 when he launched his first SPAC, Social Capital Hedosophia Holdings. This first SPAC raised $600 million from public investors and went on to acquire Virgin Galactic in 2019. After tasting initial success he had two more follow on successful SPACs fundraise and now he has filed three new SPAC vehicles with the SEC (Securities Exchange Commission). He has moved away from the traditional VC model of investing in favour of SPACS.
What is SPAC?
A special purpose acquisition company (SPAC) is a corporation formed for the sole purpose of raising investment capital through an initial public offering (IPO). Such a business structure allows investors to contribute money towards a fund, which is then used to acquire one or more unspecified businesses to be identified after the IPO. In simple terms, SPACs raise cash in an IPO and deploy the funds in a merger. The vehicles are often used as an alternative to traditional IPOs for taking private firms public.
SPAC is a shell company
Think SPAC as a late-stage private investor round before the company is planning for an IPO. Founders need to get aligned with the SPAC investor on the investment amount and valuations. Besides the capital, the company gets a direct listing on an exchange. This model would be loved by startup founders who wants to go public.
SPAC = Capital + Listing
2020 has already seen 75 SPAC debuts collectively raised more than $30 billion and more getting added. A SPAC floats an IPO to raise the required capital to complete an acquisition of a private company. The capital is sourced from retail and institutional investors, and 100% of the money raised in the IPO is held in a trust account. After the SPAC has raised the required capital through an IPO, the management team has 18 to 24 months to identify a target and complete the acquisition.
SPAC IPOs are quicker than the traditional IPOs. SPAC financial statements in the IPO registration statement are very short and can be prepared in a matter of weeks (compared to months for an operating business). There are no historical financial results to be disclosed or assets to be described, and business risk factors are minimal. In essence, the IPO registration statement is a mostly template language plus the sponsor and director biographies. In a traditional IPO, the sponsor and directors and officers sign a lock-up agreement for 180 days from the pricing of the IPO. For a SPAC IPO, the typical lock-up runs until one year from the closing of the transaction.
Merging with a SPAC has also become a popular way for companies to go public.
Links on SPAC Success
India growth story get blank-cheque companies back. The first such SPAC in over a decade, Constellation Alpha Capital raised $144 million on the Nasdaq, signalling peak US investor interest in the India growth story.
Read - https://timesofindia.indiatimes.com/business/india-business/india-growth-story-gets-blank-cheque-cos-back/articleshow/59242640.cms
In 2020, Bill Ackman, founder of Pershing Square Capital Management, sponsored his own SPAC, Pershing Square Tontine Holdings, the largest-ever SPAC, raising $4 billion. Read - https://www.cnbc.com/2020/07/22/ackman-pershing-square-taking-no-compensation-for-new-spac-investment-vehicle.html
The SPAC merger comes just a month after ChargePoint raised $127 million in funding. Read - https://techcrunch.com/2020/09/24/ev-charging-network-chargepoint-to-go-public-via-spac/
Reid Hoffman and Mark Pincus think that their special purpose acquisition company, or SPAC, is particularly special. Their company, Reinvent Technology Partners, raised $600 million Read -https://www.nytimes.com/2020/09/18/business/dealbook/hoffman-pincus-spac.html
What's making SPACs so popular, especially among private equity firms? Read -https://pitchbook.com/news/articles/private-equity-spacs-2020s
Opendoor announced it was going public through a business combination agreement. Special purpose acquisition company (SPAC) Social Capital Hedosophia II (SCH) will acquire the company. Read - https://investmentu.com/opendoor-ipo-stock/
SPAC Definition and Examples. Read - https://investmentu.com/spac-ipo/
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Founder/ Director @ Dangi Digital Media LLP | Executive MBA
4 年Sir could you help to raise fund to expand my business
Share Market Investor & Start-up FUNDING, INVESTMENT & COMPETITIVE INTELLIGENCE CONSULTANT
4 年JIO by Ambani was started in similar fashion, isn't it? As far as I remember another company (Which was a SPAC or at least treated like 1!) got the tender in 22 circles & then immediately it was acquired by Ambani to start JIO. ISN'T IT??
Multi Family Office
4 年We have been doing SPAC in Asia happy to share more insights and yes this is a interesting single asset focused vehicle and if you have amazing partners
Ex CIO | CTO | 33+ years | Retail | IT Services | Product Innovations | Global-First Tech USP in Retail | Digital Transformation | Best Made for India Product Awardee for BlackBox
4 年Good article Sanjay. Went through it in parts. Will read in its entire t late in the evening. How do you get time to write so much?