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SPACs are characterized by over 550 IPOs between 2020 and 2021. At Mercurius, we precisely navigate this dynamic investment landscape, ensuring timely services, constant feedback, and transparent communication.
Empower your SPAC journey with Mercurius’s dedicated expertise in audits conducted under PCAOB standards for a variety of issuers in the SPAC field.
We offer tailored services covering registration statement reviews and adept handling of SEC comments, ensuring an elevated SPAC experience. Trust us to guide you seamlessly through the complexities of the special purpose acquisition landscape toward success.
PCAOB REPORT-2023
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PEER REVIEW REPORT-2023
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Our Services
- Audit under PCAOB standards (Form 10K/S1)
- Assistance in responding to SEC comments
- Review of periodic filing (Form 10-Q )
- Review of Proxy Statement under Section 14(a) of the Securities Exchange Act of 1934
- Address complex accounting issues arising from the SPAC's activities.
- Verify the pro-forma financial statements and ensure accurate accounting post-merger.
- Due Diligence of potential business acquisitions
SPAC Transaction Timelines
Initial IPO
- Incorporate the SPAC and sell the founder shares
- Preparation of S1
- Obtain underwriting agreements
- PCAOB Audit
- Conduct IPO roadshow, Pricing, and Closing
Search for a Target Business
- SPAC files required SEC filings during the search phase.
- Identification of the target business
- Perform due diligence on those businesses
- Prepare Proxy Statement
Approval and Closing of Transaction
- Finalize and announce acquisition agreements
- File the preliminary proxy with the SEC
- Obtain SPAC shareholder consent of the transaction via a majority vote
- Close the transaction
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FAQs
A special purpose acquisition company (SPAC) is a company with no commercial operations that is formed strictly to raise capital through an initial public offering (IPO) for the purpose of acquiring an existing company.
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.
Tradable Stocks & Warrants–Investors in SPACs can trade both their stock and warrants during and after the interim stage while awaiting a good target company to merge –in. When a deal is announced often the stock will tick back to the value prior to the merger announcement.
Stage 1: Sponsor Organizes the SPAC and its IPO
Stage 2: Search for a Target for a Business Combination
Stage 3: Negotiating Business Combination with the Target Company and PIPE with new Investors
Stage 4: Closing the Business Combination / PIPE
Special purpose acquisition companies (SPACs) are all the rage. However, when a SPAC fails to merge, the stock plunges and any warrants are voided (though investors can usually redeem their shares).
Advantages of SPACs
- SPACs are cheap
- Invest in hot areas.
- Open to individual investors.
Once the SPAC has successfully completed its IPO, the sponsor can begin the search for a target company to acquire. Some of the criteria they employ in their deal search are:
- Deal size
- Industry
- Upside potential
- Financial statements
- Public company readiness
- Market opportunity
- Quality management team
- Due diligence
MAS is a PCAOB registered firm and cater to all our professional service requirements related to SPAC transactions. In addition, we assist our clients with SEC filings, including S-1, F-1 Regulation-A, Regulation-CF, and10 Ks, preparation of US GAAP financial statements, drafting the SEC filings, etc.
