SPACs Fighting Back

We learn from this week’s DealFlow Report that a number of special purpose acquisition companies (SPACs) have completed mergers with private operating businesses recently. However, more seem to be unsuccessful than the alternative, at least in trading following completion of their mergers. As we know, a SPAC completes an IPO as a shell, raising a bunch ...

WSJ on #JOBSAct and Shells

On Monday, the Wall Street Journal reported that one of the apparently unintended consequences of the Jumpstart our Business Startups (JOBS) Act is that shells and SPACs can designate themselves as emerging growth companies with scaled back disclosure and no auditors to attest to your financial controls. The article suggests that the new law was ...

Newer SPACs Better Under JOBS Act

In my continuing discussion of the impact of the new JOBS Act on IPO alternatives, let’s talk a little about the impact on SPACs. Much of this discussion is similar to that concerning reverse mergers and shells in general in a previous post. SPACs, as we know, go public through an S-1 or other Securities ...

SEC Small Business Forum Gets Some Stuff in JOBS Act – Part II

In this part II, let’s hit some key recommendations from the SEC Small Business Forum that did not make it into the JOBS Act and that advocates are still hoping will get some attention: Allowing “finders” in M&A and private offerings to have a simplified registration and come “out of the shadows” of non-registration. Many ...

SPACs Coming Back 1

The latest issue of The DealFlow Report lets us know that the underwriters, sponsors and lawyers comprising the SPAC business are back in business. The report lists 22 SPACS that are currently trading and another 15 that have IPOs in registration. Almost all the new SPACs raised less than $100 million, much less than the ...

New SPAC Structure Discussed in Israel: Part III

So, if it works, the new “IPAC” structure can be great for target companies who no longer have to wait months to complete their transaction, and avoids the old problem of wondering whether shareholders will approve much as the new generation of SPACs already had. Plus, the SPAC attorney reports, the SEC has signed off ...

New SPAC Structure Discussed in Israel: Part II

See the last entry for a summary of the new SPAC structure known as IPAC. If it can be successful in raising money in its IPO and avoiding a high level of investor opt-outs in their reverse merger transactions, the new structure has the hope of taking the most advantage ever of the exemption from ...

New SPAC Structure Discussed in Israel: Part I

Greetings from the land of milk and honey where we have just concluded DealFlow Media’s Alternative Finance Conference in Tel Aviv. The conference plus the days after were particularly fascinating and eye-opening for me as it has been a little time since I last was very active with Israeli companies going public in the US. ...

Deck Chairs Shift but IPO Alternatives Remain Viable

A few thoughts about where we are now that some of the dust has settled following the passage of “seasoning” requirements to uplist to major exchanges after a reverse merger with a reporting shell. If you are thinking about a strategy to deal with the changes, get in touch! But here are some real big ...

Sad Thoughts About Seasoning – Part III

Who are the losers in the new seasoning requirements? 1. As we have now learned, SPACs that trade on the OTC Bulletin Board will be subject to seasoning. We will see if the major underwriters who raise money for SPACs will seek some adjustment in the rule. 2. Most of the “two-step” deals involving a ...