The SPAC Life Cycle: Business, Legal and Accounting Considerations Forum 2021

Why You Should Attend

This program provides a comprehensive examination of special purpose acquisition companies (SPACs) and the various business, legal, SEC reporting and accounting considerations that must be addressed in each phase of the SPAC’s finite, but fast paced and complex life cycle.  Discussion will begin with how SPAC transactions are used as a vehicle for private companies to raise capital and become publicly traded.  The pros and cons of a SPAC transaction versus a traditional IPO will be reviewed.  Discussion will then proceed through the life cycle of a SPAC, starting with the SPAC’s sponsors and their formation of the SPAC legal entity, which is essentially a shell corporation with no operations, through the SEC registration process where the shell corporation becomes a public company in an IPO transaction that then searches for a private company acquisition target, resulting in the acquisition target becoming the publicly traded company.  Our expert faculty will address the various legal, accounting and SEC reporting challenges in each phase of this unique life cycle.

What You Will Learn

• The business purpose and rise in use of SPACs
• Legal issues in SPAC formation
• SPAC IPO transaction process
• Accounting and SEC reporting considerations
• Identification of an acquisition target
• SEC reporting for the acquisition process
• Accounting for the acquisition transaction
• Accounting and SEC reporting after the acquisition

Who Should Attend

SEC reporting professionals, including lawyers and corporate legal staff, professionals involved in the preparation and review of financial statements, partners of public accounting firms and their staff, investor relations professionals, and audit committee members

Program Level: Overview

Intended Audience: SEC reporting professionals, including lawyers and corporate legal staff, professionals involved in the preparation and review of financial statements, partners of public accounting firms and their staff, investor relations professionals, and audit committee members

Prerequisites: We recommend some prior experience with the SEC reporting process and use of the Instructions to Forms and Regulations S-K and S-X.

Advanced Preparation: None

Segments with an asterisk (*) are available only with the purchase of the entire program.

• Opening Remarks* [00:05:26]
  George M. Wilson
• Formation and the Life Cycle of a SPAC [01:25:44]
  Joseph Fede, CPA, Jonathan H. Talcott, Robert Trinchetto, Michael J. Oates
• On-Going Reporting and the Search for a Target [01:16:38]
  Adam Brown, Jonathan H. Talcott, Robert Trinchetto
• The De-SPACing Transaction [01:50:39]
  Edward S. Best, Adam Brown, Charlotte Westfall, Karim Anani
• SEC Reporting and Accounting Considerations After De-SPACing [01:00:52]
  George M. Wilson, Robert Trinchetto

Presentation Material

• Complete Course Handbook: The SPAC Life Cycle: Business, Legal and Accounting Considerations Forum 2021
  George M. Wilson
• Chapter 1: BDO Knows SPACs, Understanding Special Purpose Acquisition Companies
• Chapter 2: Mayer Brown, What’s the Deal - Special Purpose Acquisition Companies (“SPACs”)
• Chapter 3: Withum, Special Purpose Acquisition Company (“SPAC”) Tax Aspects and Considerations
• Chapter 4: Withum, Foreign Domiciled Special Purpose Acquisition Companies (SPACS)
• Formation and the Life Cycle of a SPAC
  Joseph Fede, CPA, Michael J. Oates, Jonathan H. Talcott, Robert Trinchetto
• Chapter 5: BDO, The Guide from BDO’s National Assurance Practice, BDO Knows: Going Public
• Chapter 6: Live Oak Acquisition Corp., Excerpts from Amendment No. 2 to Form S-1 Registration Statement Under the Securities Act of 1933, Registration No. 333-236800 (May 4, 2020)
• Chapter 7: Live Oak Acquisition Corp., Form 8-K Current Report, Date of Report (Date of earliest event reported): May 14, 2020 (May 8, 2020)
• The SPAC IPO Process
  Adam Brown, Charlotte Westfall
• Chapter 10: Deloitte, Private-Company CFO Considerations for SPAC Transactions
• Chapter 11: U.S. Securities and Exchange Commission, Division of Corporation Finance, Special Purpose Acquisition Companies, CF Disclosure Guidance: Topic No. 11 (December 22, 2020)
• Chapter 8: BDO Knows SPACs, Accounting Considerations for Sponsors of Special Purpose Acquisition Companies
• Chapter 9: BDO Knows SPACs, Accounting Considerations for Target Companies of Special Purpose Acquisition Companies
• On-Going Reporting and the Search for a Target
  Adam Brown, Jonathan H. Talcott, Robert Trinchetto
• Chapter 12: EY, Technical Line, Navigating the Requirements for Merging with a Special Purpose Acquisition Company, No. 2019-03
• Chapter 13: Deloitte, Financial Reporting Alert 20-6, Accounting and SEC Reporting Considerations for SPAC Transactions
• Chapter 14: Mark J. Deters, Jay C. Shepulski and Marc Silverman, Withum, Identifying the Accounting Acquirer in a SPAC Business Combination
• Chapter 15: Forum Merger II Corporation, Excerpts of Schedule 14A, Proxy Statement (October 1, 2020)
• Chapter 16: Live Oak Acquisition Corp., Excerpts from Amendment No. 3 to Form S-4 Registration Statement Under the Securities Act of 1933, Registration Statement No. 333-249691 (December 16, 2020)
• Chapter 17: Danimer Scientific Inc. (f/k/a Live Oak Acquisition Corp.), Form 8-K Current Report, Date of Report (Date of earliest event reported): December 29, 2020
• The De-SPACing Transaction
  Karim Anani, Edward S. Best, Adam Brown, Charlotte Westfall
• Chapter 18: Gary M. Brown, Ch. 9: Registration and Periodic Reporting Under the Exchange Act, Practising Law Institute, Securities Law and Practice Deskbook (Sixth Edition) (Supplemented: September 2020)
• Chapter 19: Mayer Brown, Initial Public Offerings, An Issuer’s Guide (US Edition)
• Chapter 20: Stephen B. Amdur, Ari M. Berman, Lee Brand and Bruce A. Ericson, Pillsbury Winthrop Shaw Pittman LLP, Alert, The SPAC Explosion: Beware the Litigation and Enforcement Risk
• SEC Reporting and Accounting Considerations After De-SPACing
  Robert Trinchetto, George M. Wilson

This program provides a comprehensive examination of special purpose acquisition companies (SPACs) and the various business, legal, SEC reporting and accounting considerations that must be addressed in each phase of the SPAC’s finite, but fast paced and complex life cycle.  Discussion will begin with how SPAC transactions are used as a vehicle for private companies to raise capital and become publicly traded.  The pros and cons of a SPAC transaction versus a traditional IPO will be reviewed.  Discussion will then proceed through the life cycle of a SPAC, starting with the SPAC’s sponsors and their formation of the SPAC legal entity, which is essentially a shell corporation with no operations, through the SEC registration process where the shell corporation becomes a public company in an IPO transaction that then searches for a private company acquisition target, resulting in the acquisition target becoming the publicly traded company.  Our expert faculty will address the various legal, accounting and SEC reporting challenges in each phase of this unique life cycle.

What You Will Learn

• The business purpose and rise in use of SPACs
• Legal issues in SPAC formation
• SPAC IPO transaction process
• Accounting and SEC reporting considerations
• Identification of an acquisition target
• SEC reporting for the acquisition process
• Accounting for the acquisition transaction
• Accounting and SEC reporting after the acquisition

Program Level: Overview

Intended Audience: SEC reporting professionals, including lawyers and corporate legal staff, professionals involved in the preparation and review of financial statements, partners of public accounting firms and their staff, investor relations professionals, and audit committee members

Prerequisites: We recommend some prior experience with the SEC reporting process and use of the Instructions to Forms and Regulations S-K and S-X.

Advanced Preparation: None