Special Purpose Acquisition Companies: Structuring IPOs and Facilitating Future Mergers and Acquisitions

Navigating SEC and Stock Exchange Requirements, Warrants, Trust Accounts, Valuation of Target Companies and SPAC Business Combination Issues

A live 90-minute CLE webinar with interactive Q&A

Tuesday, September 19, 2017
1:00pm-2:30pm EDT, 10:00am-11:30am PDT

Early Registration Discount Deadline, Friday, August 25, 2017

This CLE webinar will examine IPO requirements and operational matters associated with special purpose acquisition companies (SPACs), as well as issues to consider in connection with a SPAC’s initial business combination. The panel will discuss the typical pricing of securities (and the components of SPAC securities), trust account requirements, time constraints, valuation requirements and conflicts issues in connection with any target acquisition, and how the SPAC must be unwound if an acquisition does not occur.


SPACs allow sponsors to raise capital through an IPO of securities in a new corporation, with the purpose of identifying and acquiring or merging with an existing company. They also offer investors the opportunity to own publicly traded shares in a company with the flexibility of a private equity fund. But, there are structural and operational concerns which counsel must consider in advising a SPAC.

SPACs enjoy a streamlined IPO process, but specific SEC registration and disclosure requirements apply. SPACs must meet listing standards relating to market cap, number of shares sold and number of holders, and the offering must be reviewed by FINRA and a “no objection” letter obtained. The sponsor must avoid any contacts with potential target businesses before and during the IPO.

Proceeds of the IPO must be placed into a trust account administered by a third-party trustee. Proceeds may not be released from the trust account unless a business combination is completed within a specified time frame, after which shares must be redeemed and funds returned to the investors. The target company must have a fair market value that is equal to at least 80% of the SPAC’s trust assets.

Listen as our authoritative panel discusses the disclosure and operational requirements particular to SPACs, the timing and valuation parameters relating SPAC target acquisitions and issues that may arise in a SPAC’s initial business combination. The panel will also discuss the typical pricing of SPAC securities and trust accounts.


  1. Strategic advantages of SPAC; advantages over private equity
  2. IPO process—registration and disclosure requirements
  3. Listing on the exchange; continued listing requirements and FINRA review
  4. Capital and pricing structure—shares and warrants
  5. Trust account requirements
  6. Issues to consider during business combination negotiations, including board seats, indemnification, and related escrow provisions
  7. Deadline for completing acquisition
  8. Follow-up filings after IPO and upon acquisition
  9. Unwinding if acquisition is not completed


The panel will review these and other key issues:

  • When is a SPAC an appropriate vehicle for facilitating business combinations with existing companies?
  • What are the registration and listing requirements for SPACs?
  • What happens to trust funds and the SPAC if a business combination is or is not consummated by the required deadline?


Matthew A. Gray, Partner
Ellenoff Grossman & Schole, New York

Mr. Gray represents clients in all aspects of corporate, securities and commercial law, with a focus on representing buyers and sellers in domestic and international mergers, acquisitions, divestitures, restructurings, auction sales, distressed sales, related party acquisitions, leveraged buyouts, joint ventures and minority investments involving publicly and privately held companies and private equity and venture capital funds and their portfolio companies.  He also has significant experience with private placements, debt financing transactions, commercial contracts, employment agreements, equity incentive plans, reinsurance transactions, SEC and other governmental reviews and investigations.

Douglas S. Ellenoff, Member
Ellenoff Grossman & Schole, New York

Mr. Ellenoff is a securities attorney with a specialty in business transactions, mergers and acquisitions and corporate financings. He represents public companies in connection with their initial public offerings, secondary public offerings, regulatory compliance, as well as, strategic initiatives and general corporate governance matters. He represents broker-dealers, venture capital investor groups and many corporations involved in the capital formation process. vHe has been involved in numerous registered public offerings and private placements into public companies. He also has been involved at various stages with over 100 registered blind pool offerings (commonly referred to as "SPACs") and with more than 30 SPAC M&A assignments. 

Stuart Neuhauser, Member
Ellenoff Grossman & Schole, New York

Mr. Neuhauser is a corporate and securities attorney with a focus on business transactions and corporate financings. He has extensive experience in the public offerings of SPACs (on behalf of issuers and underwriters) and has played an important role in drafting and formulating the structural changes of the new generation of SPACs.  He representedts public companies in connection with their public offerings, secondary public offerings, PIPE financings, 34 Act reporting requirements, regulatory compliance, as well as general corporate governance matters. He also represents investment banking securities brokerage firms in connection wtih private placements, public offerings and general advisory engagements, and counsels both public and private companies, investment banking firms and investors regarding joint ventures, corporate restructurings, corporate finance, mergers and acquistions and other aspects of corporate and securities matters.

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