Special Purpose Acquisition Company (SPAC)

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What is a SPAC?

A Special Purpose Acquisition Company (SPAC) is formed and listed on a stock exchange specifically to raise capital through an initial public offering (IPO), in order to fund the acquisition of one or more existing companies or other assets.

The SPAC itself has no commercial operations. Funds may only be used for the acquisition or merger of assets, and these must be finalised within 24 months of the IPO, failing which the remaining funds must be returned to investors. 

What does it do?

SPACs are created to aggregate capital in order to fund a merger or acquisition opportunity within a defined time frame. The acquisition opportunity is generally not identified when the SPAC is listed. As listed, publically-traded entities, SPACs provide members of the public with an opportunity to purchase shares prior to an acquisition or merger taking place.

SPACs can provide the following benefits:

  • Create valuable acquisition currency for M&A transactions.
  • Provide an attractive capital environment for risk-tolerant investors.
  • Increase profile visibility and deal flow opportunities.
  • Provide regulatory safeguards to protect all parties.
  • Minimise operating risk.

Who is it for?

  • SPACs are usually led by experienced management teams with prior experience in mergers and acquisitions, private equity and operations.
  • Investors in SPACs may include the general public and expert investors (such as private equity funds).
  • SPACs generally seek underwriters and institutional investors prior to making shares available to the public via listing.

What are the requirements?

The main requirements are:

  • The Applicant will be required to comply with the conditions for listing set out in the JSE’s rules.
  • SPAC funds cannot be disbursed other than to fund a merger or acquisition. If the SPAC fails to complete the acquisition(s) within a set timeframe (generally two years), funds must be returned to investors.
  • The funds raised by a SPAC during its IPO is placed in an escrow account.