June 17, 2022
1. What is a special purpose acquisition company (“SPAC”), and how does it operate? Matt Roberts: A SPAC is a company that raises capital through an IPO with the intention of identifying and acquiring a target company, usually in a pre-determined sector, typically within 18 to 24 months. The management team will have specific expertise and track record in the relevant sector, and will take on responsibility for identifying the target companies for acquisition. It follows that the SPAC’s investors are effectively placing their trust in the qualities of the management team rather than a traditional IPO, where incoming investors would need to engage in detailed due diligence in the target issuer. This has resulted in SPACs being called ‘blank cheque’ vehicles. SPAC investors will typically acquire a combination of shares and warrants (representing the right to acquire additional shares) in the SPAC. The management team or sponsor will hold a minority shareholder interest in the SPAC, typically around 20% of the equity, allowing them rights around board membership during the pre-acquisition period. The securities of SPACs have been listed on NYSE, NASDAQ, Euronext Amsterdam, the LSE’s Main Market, AIM, Singapore and now in Hong Kong. 2. In what ways does a SPAC public offering differ from a conventional IPO process and in which instances might it be preferable? Matt: SPACs led by an experienced management team are backed by a sponsor and raise cash to acquire or merge with a target company in a specific sector or industry. Traditional IPOs involve the offering of securities by an issuer that is already operating a business with a track record...