SPAC Accounting and SEC Reporting – From Formation to Operating Company Merger

Special Purpose Acquisition Companies (“SPACs”) accounted for 40% of IPOs and 33% of IPO proceeds in the first half of 2020 according to PWC’s “2020: The Halftime Report."   This course will help legal and accounting professionals anticipate and avoid problems in SPAC accounting and SEC reporting.  Areas addressed will include initial formation financial statements,  IPO related accounting, ongoing SEC reporting, additional financings and financial reporting for an ultimate merger with an operating company.  The economic terms of founders’ shares and warrants will also be discussed.  SPAC transactions could be accounted for as “reverse mergers” or recapitalizations.  The related SEC reporting issues, including whether a “Super Form 8-K” will be required, add incremental complexity.  Tender offers to eliminate warrant overhangs will also be covered.  Join N. Adele Hogan from Hogan Law Associates, Natalie Verbanac from Marcum LLP and George M. Wilson from PLI’s SEC Institute as they discuss accounting and SEC reporting issues for SPAC transactions:

• Overview of SPAC Transactions – 8 minutes
• Setting up SPAC financial statements and formation issues – 2 minutes
• Founders’ economic terms  and accounting – 4 minutes
• Trusts for IPO proceeds – 2 minutes
• IPO accounting, including dilution – 2 minutes
• Target company size, due diligence and financial statements – 2 minutes
• Structure of reverse merger transactions – 10 minutes
• Legal acquirer versus accounting acquirer distinctions – 4 minutes
• Determining if a SPAC is also a shell company – 4 minutes
• Differences in SEC reporting if the SPAC is or is not a shell company – 10 minutes
• PIPEs (Private Investment in Public Equity) or forward purchase agreements accounting – 8 minutes
• Tender offers of warrants accounting – 2 minutes
• Current SPAC accounting and legal developments – 2 minutes

Program Level:  Update 

Intended Audience:  Attorneys, bankers, issuers, board members and accountants who deal with SPACs, IPOs, and M&A, including those involved in the preparation or review of financial statements, partners of public accounting firms and their staff, lawyers and corporate legal staff, investor relations professionals, board members, trust services professionals and audit committee members

Prerequisites:  None 

Advanced Preparation:  None