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Things You Need to Know About SPACs

Things You Need to Know About SPACs

A special purpose acquisition company (SPAC) is also known as a “blank check company.” It is an entity that has no commercial operations and is meant to complete the initial public offering (IPO) procedures. 

For companies and investors, there are several important aspects of SPACs that they should know about to ensure they are fully familiar with this important concept. 

In this regard, professional accounting firms in Malaysia are also instrumental in helping companies form a SPAC.  

Keep reading to learn all about SPACs. 

What is a SPAC?

A Special Purpose Acquisition Company (SPAC) is a type of investment vehicle designed to take companies public without going through the traditional initial public offering (IPO) process. SPACs, also known as “blank check companies,” have no commercial operations and are formed solely to raise capital through an IPO to acquire an existing company.

How Do SPACs Work?

1. Formation and IPO:

Formation

A SPAC is created by a group of investors, often with expertise in a particular industry or sector.

IPO

The SPAC goes public, raising funds from investors. The money raised is placed in a trust account until a target company is found.

2. Searching for a Target

The SPAC has a set timeframe, usually 18-24 months, to identify and merge with a target company. If no acquisition is made, the SPAC is liquidated, and funds are returned to investors.

3. Acquisition and Merger

Once a target is identified, the SPAC and the target company negotiate terms. Upon agreement, the target company merges with the SPAC and becomes a publicly traded entity.

SPAC Growth Over Years

graph that shows growth of spacs

Data Source: HBR Article

Special purpose acquisition companies (SPACs) have seen a dramatic increase in activity over the past few years. This growth is reflected in both the number of SPACs created and the amount of capital invested.

  • 2019: In 2019, the SPAC market was relatively modest, with 59 SPACs created and $13 billion invested. This year marked the beginning of an upward trend in SPAC activity.
  • 2020: The year 2020 witnessed an explosion in the SPAC market. The number of SPACs created surged to 247, with a total investment of $80 billion. This significant increase can be attributed to a growing interest in alternative investment vehicles and a favorable economic environment for raising capital.
  • 2021 Q1: The momentum continued into the first quarter of 2021. In just the first three months, 295 SPACs were created, raising $96 billion. This rapid growth indicates that SPACs have become a mainstream method for companies to go public, driven by the speed and flexibility they offer compared to traditional IPOs.

SPACs vs. Traditional IPOs

Higher Valuations

SPACs often offer target companies higher valuations than they might receive through a traditional IPO.

Speed to Market

The process of going public via a SPAC is generally faster, sometimes taking just a few months compared to the lengthy and complex traditional IPO process.

Lower Costs

SPACs typically involve lower underwriting fees and fewer regulatory requirements, making them a more cost-effective option for companies.

showing chart to another person

Goals of SPACs

The primary purpose of a SPAC is to bring a private company into the public market. Implementation of SPAC strategies can be quite difficult, but they take less time than traditional IPO listing. 

 

Moreover, taking a company public via SPAC is cheaper compared with a traditional IPO because it involves lower advisory charges. Organizations that are in their early stages can easily fulfill the requirements to merge with a SPAC and complete the IPO process.

 

Benefits of SPACs

Faster Process

The timeline for taking a company public via a SPAC is often shorter than a traditional IPO.

Reduced Costs

SPACs can offer a more cost-effective route to going public.

Experienced Sponsors

SPACs are typically led by seasoned executives and industry experts, which can provide credibility and strategic advantages.

Risks and Considerations of SPACs

Uncertain Outcome

Investors in a SPAC are essentially betting on the ability of the SPAC’s management to find and acquire a successful target.

Dilution

SPAC founders typically receive a substantial percentage of shares, which can dilute the value for other investors.

Market Conditions

The success of a SPAC can be heavily influenced by market conditions at the time of the acquisition.

What Happens in a SPAC Merger?

The process of forming a SPAC starts by raising capital on a stock exchange. Generally, the common stock is priced at $10, and warrants are offered to purchase additional shares to attract investors. 

 

A trust account is used to hold the initial sale of stock until a suitable merger partner is found to complete the IPO process. 

 

The team behind the SPAC is responsible for identifying and negotiating a suitable business structure with a private entity to get the desired results. This process can become smooth and easy with the help of an accounting firm in Malaysia.

 

Once the investors are familiar with the target company, the initial share price of $10 changes, and the deal terms are decided accordingly. The share price can keep adjusting according to the developing situation. 

 

Generally, SPAC share prices will see huge growth after the announcement of the acquisition target. However, if the sentiment toward going public turns negative, the SPAC’s share price can decline as well. 

 

The announcement of the merger is followed by a “de-SPAC” transition period. There is typically a certain time period between the formal merger announcement and the close of the deal when investors decide the overall terms and handle legal matters.  

 

Once a deal is announced, the de-SPAC transition begins. There is usually a time between a formal merger announcement and the close of a deal (when investors vote on the deal), and other legal matters are resolved. 

 

Once a SPAC has raised money, it has about 18 to 24 months to identify and find a suitable merger partner. Companies that encounter difficulty in finding the best partner can rely on experts like a professional accounting firm in Malaysia for the best recommendation and outcome.  

 

Why Would Someone Invest in a SPAC?

It is common for investors to buy into SPAC before the announcement of a merger solely because of the trust they have for the SPAC’s management team and its ability to find a suitable target. 

Therefore, it is important to note that many SPACs are backed by large-scale investors, celebrities, and popular athletes. 

 

The share prices of SPACs were stable before the merger. The ideal practice is that SPAC invests all of the money it raises into government bonds or other safe forms of investments. 

 

It is useful for investors as they get to make a modest return and minimize the risks of financial loss while they look for the perfect merger partner. 

 

Buying shares in an emerging SPAC can be a leap of faith, but the profits can be massive in both the short and long term. It is possible for the share price to change immediately after the deal announcement. In such a situation, investors can greatly benefit from rapid price increases.

 
business chart reported in tablet and paper

Recent Trends of SPACs

SPACs have gained popularity in recent years, with a significant increase in both the number of SPACs formed and the amount of capital raised. High-profile mergers and successful public listings have driven interest and investment in this vehicle.

SPACs: Global and Malaysian Perspectives

Regulatory Revisions in Malaysia

Malaysia has revised its SPAC framework to enhance the attractiveness and flexibility of this investment vehicle. The Securities Commission Malaysia (SC) implemented key changes effective from January 1, 2022, reducing the minimum capital requirement for a SPAC IPO from RM150 million to RM100 million.

 

Additionally, the minimum issue price per share was increased from RM0.50 to RM2.00 to attract more sophisticated investors who can manage the unique risks of SPACs. Another notable revision is the flexibility in financing qualifying acquisitions, where SPACs can now use securities in addition to cash, providing more options for structuring deals (Securities Commission Malaysia, 2021).

 

These changes aim to create a more dynamic SPAC ecosystem and encourage companies in Malaysia to consider this route for public listing (SC Malaysia, 2021).

Global Trends and Market Developments

The global SPAC market has undergone fluctuations in recent years, but there has been a resurgence in activity. In 2024, approximately 55 new SPACs were issued, signaling renewed interest among investors and sponsors. This revival is attributed to improved market confidence and refined regulatory measures that ensure greater transparency (Financial News London, 2024).

 

In response to concerns over disclosure and investor protection, the U.S. Securities and Exchange Commission (SEC) implemented new rules effective July 1, 2024, aligning SPAC regulations more closely with traditional IPOs.

 

These regulations emphasize enhanced disclosures regarding sponsor compensation, potential conflicts of interest, and dilution risks, ensuring that investors have clearer insights before making commitments. Such regulatory refinements reflect the global push for stronger governance within the SPAC market.

Evolving SPAC Structures and Investor Preferences

The global SPAC market has undergone fluctuations in recent years, but there has been a resurgence in activity. In 2024, approximately 55 new SPACs were issued, signaling renewed interest among investors and sponsors. This revival is attributed to improved market confidence and refined regulatory measures that ensure greater transparency (Financial News London, 2024).

 

In response to concerns over disclosure and investor protection, the U.S. Securities and Exchange Commission (SEC) implemented new rules effective July 1, 2024, aligning SPAC regulations more closely with traditional IPOs.

 

These regulations emphasize enhanced disclosures regarding sponsor compensation, potential conflicts of interest, and dilution risks, ensuring that investors have clearer insights before making commitments. Such regulatory refinements reflect the global push for stronger governance within the SPAC market.

Conclusion

SPAC is not the traditional method of taking a company public and making money. However, it is a popular alternative to the conventionally lengthy and difficult IPO process. Moreover, it can give great financial benefits to investors and acquisition targets when the best SPAC merger practices are implemented. 

 

In order to make this process smooth and successful, it is highly recommended that companies rely on a professional accounting firm in Malaysia to ensure the experts are there to handle such important matters in the best way possible.   

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What Are The Risks Of SPAC And How To Avoid Them?

What Are The Risks Of SPAC And How To Avoid Them?

Due to the extra funds private equity and venture capital companies need to invest, the emergence of Special purpose acquisition company (SPAC) vehicles has increased over the last year. 

 

An SPAC is a shell organization created for the express aim of obtaining money via an initial public offering (IPO) in order to subsequently buy a target company. It has no track record of success and generates no income.

 

These firms often need to make major balance sheet adjustments within their first few months as public companies and must disclose publicly if their external auditors find severe flaws in their internal controls over financial reporting.

 

Many different factors can go wrong while establishing and managing an SPAC. However, professional pre-IPO advisory and accounting services in Malaysia allow you to avoid most of these issues by implementing suitable strategies. 
 
The purpose of this article is to discuss the major risks of SPAC and what steps you can take to avoid them. 

 

Warrants

Warrants are substitutes for the mother’s shares and are traded for less money. Warrant prices often fluctuate in sync with mother share prices. 

 

If the transaction is successful, the warrants may continue to be traded on the market and have the opportunity to be converted into mother shares. If an agreement cannot be made, there is a possibility that the warrants will expire worthlessly.

 

A set of warrants is offered to early investors in an IPO. The price of the warrant and shares will rise as time goes on and news of transactions reaches investors. At this moment, there will be a strong urge to join the group. 

 

You run the danger of being caught in the speculative surge if you enter the warrant at a high price on speculation. You will be left with a costly warrant if the sale goes through. Your only remaining choice at this stage may be to cut and accept a loss.

 
group of business people in the meeting

Merger Quality

Deals are not always good just because they are completed. An SPAC may become a full-fledged public listed company if a transaction is completed. The most frequent complaint about SPAC is that the sponsors prioritize the deal’s chances while disregarding its quality. 

 

Due to their post-merger share vesting, sponsors often walk away with a windfall. The goal of mergers should be to benefit all parties, but in reality, there is always room for doubt.

 

Moreover, keep in mind that the failure of SPAC can affect investors unequally. This does not imply that the SPAC teams driving unsuccessful agreements lacked thoroughness. 

 

However, because of how SPACs are set up, their team members—known as sponsors—are unlikely to suffer if that occurs. Their tiny investors are often disproportionately impacted.

 

Goodwill

The amount that appears on the balance sheet after a business’s book value is deducted from the higher purchase price is referred to as goodwill in accounting. Some De-SPAC deals show astronomically large goodwill allocations. 

 

For public firms, different goodwill accounting standards (ASC 350) apply. Companies may choose to amortize goodwill under private company GAAP, and they may also consider a future goodwill impairment test to be a triggering event.

 

Lease Accounting

The standard makes a substantial shift by requiring that the entire extent of a company’s long-term lease commitments be stated on balance sheets. The main issues for businesses are twofold: the new standard will be adopted more quickly and sooner than anticipated, and private organizations will no longer have access to certain policy alternatives.

Comparable Valuation-1

Keeping Up with the Innovations

Companies must be able to swiftly and accurately prepare financial reports that can withstand intense SEC inspection as well as public scrutiny. 

 

Many of the target companies may not necessarily be sophisticated enough to keep up with the speed of a public corporation. There will be a lot of demands on people, processes, and technology. 

 

There will be changes to procedures. Most likely, you’ll need to increase the number of your personnel. 

 

If the organizations rely on professional accounting services in Malaysia, they will be in a very good position to avoid these SPAC risks and rely on experts for pre-IPO advisory services. 

 

Conclusion

In the last two years, SPACs have emerged as one of the most intriguing investment vehicles. Nevertheless, it is highly important to understand everything about SPAC and its risks before you jump into it. Try to avoid the hype and be aware of what you are getting into. 

 

Don’t take chances to get rash, rapid returns. If you want to enjoy sustainable growth and profits, you should rely on professional accounting services in Malaysia to benefit from pre-IPO advisory and make smart decisions through the process of establishing and managing SPAC.  

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SPAC: Helpful Tips for Investors to Get Started

SPAC: Helpful Tips for Investors to Get Started

SPACs, or Special Purpose Acquisition Companies, have recently attracted a lot of interest from Wall Street, business boardrooms, and the media. 

 

SPACs provide an alternative to conventional IPOs, have been available for decades in various versions and have become quite popular in various countries, including Malaysia, among pre-IPO advisory and accounting services. 

 

Therefore, it is important for investors to be familiar with SPAC in order to make reliable decisions. 

 

Goals of SPACs

SPAC acquisitions of private companies are popular because they are  flexible and hassle-free than initial public offerings (IPO) for companies looking to go public.                            

 

The financial markets’ openness to new IPOs fluctuates according to the state of the economy and investors’ willingness to take on risk. A reverse merger enables a private company to go public after the IPO window has ended since a SPAC is already publicly traded.

 

Because their founders and other important shareholders may sell a larger proportion of their own shares via a reverse merger than they might with an initial public offering, SPAC purchases are also appealing to private companies. 

 

The lock-up periods for selling newly public shares that are necessary for initial public offerings may likewise be avoided by private company founders.

 
Service-Valuation

Working of SPACs

SPACs use initial public offerings to obtain money for acquisitions. A Class A common equity share and a warrant make up the conventional SPAC IPO structure. A warrant allows its owner to purchase more shares of stock at a predetermined price in the future.

 

There is a possibility to exercise the warrants and get more common stock shares when the acquisition target is found and the deal is completed. The warrant is split off and trades independently from the SPAC shares a few weeks after the IPO is finished.

 

The SPAC management team is looking for a suitable acquisition target after the IPO. Since the IPO funds are invested in government bonds, the SPAC stock should trade close to that price throughout this time; nevertheless, during market selloffs, SPAC stocks are susceptible to falling below the IPO price.

 

SPACs may also trade above their IPO price if investors think management will find a strong candidate for an acquisition. SPACs have a certain amount of time to choose an acquisition target and complete the transaction. Typically, the phase lasts for two years.

 

The funds in the escrow account are refunded to the shareholders if the SPAC sponsor is unable to consummate an acquisition within the allotted time frame. 

 

The SPAC sponsors will formally declare any possible target companies they find. The announcement date is the day when the general public is informed of the proposed purchase.

 
 

Risk Factors

Investing in SPACs is inherently hazardous since there is no assurance that the transaction will be successful. The risk is increased because SPAC acquisitions have less regulatory overhead than a traditional IPO. 

 

Even though they may be nothing more than educated estimates, SPAC owners are permitted to offer forecasts of future profits. It’s crucial to do your own study as a consequence.

 

Since you are essentially investing in several SPACs at once with SPAC ETFs, the risk is fairly spread out. 

 

However, you should still investigate how many SPACs the ETF owns, how evenly they are distributed among various industries, and the proportion of pre-deal SPACs to those that have already gone through the reverse merger process, because investing in SPACs prior to the merger has the potential to yield the highest returns.

 

It is important to consider all such risk factors when you are in the process of forming SPACs and going public with your company. 

 

Market Saturation

The SPAC market is crowded, there aren’t many good targets left, and performance is declining, according to some experts. In 2021, SPACs underperformed both conventional IPOs and the entire stock market. 

 

By the end of 2021, more than 60% of SPAC owners wanted their money back, prompting experts like Sonders to speculate that SPACs would no longer be a desirable investment.

 
Duties of Auditors in Malaysia-1

In Closing

It is obvious that stock investing involves risk, but investing in SPACs also adds a new degree of excitement. Of course, a greater risk often offers a greater return. 

 

All in all, as an investor, it’s important to do your homework, balance your portfolio, and educate yourself before investing in a SPAC stock or SPAC ETF. 

 
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Special Purpose Acquisition Company (SPAC) vs. Initial Public Offering (IPO): What is the difference?

Special Purpose Acquisition Company (SPAC) vs. Initial Public Offering (IPO): What is the difference?

A lot of organizations that want to go public have the common question of whether merging with a SPAC is better than an IPO and what are the main differences between a Special Purpose Acquisition Company (SPAC) and an Initial public offering (IPO).

 

The benefits of both SPAC and IPO vary greatly from organization to organization. Private companies are likely to find more benefits in a SPAC merger, such as speed and price, but it has its own challenges as well. 

 

In this article, we will explore the differences between IPO and SPAC in detail. 

checking accounting mistake

What is Initial Public Offering (IPO)?

A typical approach for a business to receive capital from the general public is via an initial public offering (IPO).

 

An established business seeks to issue and sell shares on a public market via an IPO. There is already a corporation that is going public. 

 

Typically, a company will operate on private funds to build its business strategy, product, and service (raised from founders, private investors, loans, and various other sources). However, the resources made accessible by private capital are often somewhat constrained.

 

A business may obtain capital from a large pool of prospective investors by issuing an IPO. Offering stock shares for sale on the open market achieves this. 

 

The corporation itself sells its stock in this area, referred to as the main market. A business receives compensation for each share of stock sold on the open market.

 

What is a Special Purpose Acquisition Company (SPAC)?

Issuing an IPO is a traditional business practice. However, the concept of SPAC is relatively newer. SPAC is also known as the blank check company. 

 

It became highly popular in 2019 and 2020. With a SPAC, you create a shell company that exists only on paper. The company will have a management team, a bank, and some initial funding. 

 

Moreover, it involves going through the entire process of IPO readiness assessment and issuing the IPO in which the blank check company sells the shares to raise capital. 

 

Since SPAC does not have significant assets or working operations, the disclosure process for a SPAC in an IPO is quick and efficient. Professional accounting firms in Malaysia can help companies prepare and execute both SPAC and IPO efficiently.

 

Another way to understand SPAC is to think of it as a publicly-traded buyout company that raises money through an IPO to gain a controlling stake in an organization. After going public, SPAC typically has about two years to acquire one or more companies. 

 

Once a company is acquired by a SPAC, it goes public without paying for an IPO. Hence, it is a cost-efficient way of going public as all of the charges and underwriting fees are covered before the target company gets involved. 

 
Business meeting. High angle view.
cash flow vs profit-2

SPAC vs. IPO

It is evident that there are some distinct differences between SPAC and IPO. Experts have often criticized traditional IPO investors for having a short-term mindset that leads to mispricing and business inefficiencies. Such concerns are removed by SPAC. 

 

Even though SPAC is cost-friendly, it has some serious risks as well. A major risk is that the investors have the right to withdraw their investors if they are not happy with the target company. 

 

The management will identify the best acquisition, but if the investors change their minds later, it can be a significant loss. 

 

A major reason behind the rising popularity of SPAC is that its value is linked to how much money is raised from investors. Therefore, it is less vulnerable to the fluctuating situations of the market. Investors also say that a recession can lead to greater buying opportunities for SPACs.

 

Final Thoughts

Going public by launching an IPO or by merging with a SPAC are two of the most popular options for the majority of private companies. Ultimately, the choice depends on the type and scale of the business. Both IPO and SPAC have their own set of pros and cons. 

 

The current business landscape supports SPAC, but it is highly possible that an IPO might be a better option for a company. Therefore, it is important to rely on experts like the accounting firm in Malaysia to conduct IPO readiness assessments to make the best choice.