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Special purpose acquisition companies grow in popularity on Wall Street during the pandemic




Raising special purpose acquisition companies is en vogue in the COVID-19 economy. From venture capitalist Chamath Palihapitiya to footballer-turned-activist Colin Kaepernick to former House Speaker Paul Ryan, it seems like everyone is taking part in this new variant of initial public offerings.

A SPAC is a blank-check company with no operations that goes public solely to acquire or merge with a private company within two years, thus taking the private company public.

In 2020, over 230 SPACs went public and raised over $80 billion, making it a record year, since only 59 SPACs went public in 2019. This year, 130+ SPACs have gone public so far and there’s no sign of slowing down with a seemingly endless supply of capital and eager sponsors who aren’t solely savvy fund managers or venture capitalists.

There are currently about 400 SPACs looking for target companies to acquire.

Richard Branson’s space tourism company Virgin Galactic, for example,

went public in October of 2019 by merging with IPOA, a SPAC sponsored by Chamath Palihapitiya‘s holding company, Social Capital Hedosophia.

Well-known names like DraftKings and Nikola Motors went public in a similar fashion.

Unlike the traditional IPO, a SPAC’s offering price is usually fixed at $10 per share as there is no valuation involved. A fractional warrant that can be exercised later is also usually attached to the stock. The proceeds from the SPAC IPOs are placed in a trust account until a company is acquired and are used when IPO shares are redeemed.

If more capital is required when acquiring a target, additional funds can be raised through the sponsors or through a private investment in public equity. When a SPAC makes an acquisition, a new ticker is issued and starts trading on an exchange.

SPACs are not a new phenomenon as they have been around since the early 90s, but they only gained a good reputation recently.

The recent boom in SPACs can partly be attributed to the flaws of traditional IPOs. One of those flaws is underpricing, which venture capitalist Billy Gurly said robs “Silicon Valley founders, employees, and investors of billions of dollars each year.”

The underpricing problem is real as the average company that has gone public in the period between 1980 and 2019, saw a first day underpricing of 20.7%. The reason this happens is that in the traditional IPO process, the underwriters decide on an offering price instead of a market based approach where supply and demands are matched to discover the price.

The traditional IPO process is also quite lengthy and costly as companies have to pay hefty fees to underwriters.

In contrast, SPAC mergers are becoming a more attractive way for companies to go public because it’s cheaper, faster and provide more flexibility in negotiating the terms of the merger, according to The New York Times.

It allows the target company to directly negotiate with one sponsor on valuation, price and other terms, which isn’t possible with a traditional IPO.

After beginning the merger process with a SPAC sponsor, a company can go public in as little as two months. SPACs are also attractive to investors because SPAC sponsors are usually experienced and successful professionals, enabling them to bet on the sponsor team to find a great company.

SPACs may be a faster, cheaper and less burdensome way to go public, but they aren’t free from criticisms.

For example, SPAC sponsors receive up to 20% of shares outstanding as founder shares, often called the “promote,” for a price significantly lower than the IPO price as compensation, according to Forbes.

Not only does this promote dilute common shares, but it can also prompt sponsors to close a transaction, even if the target company wasn’t very compelling, given the potential upside they’ll receive on their founder shares. However, this risk is partly mitigated by SPAC investors’ ability to redeem their shares.

Another obvious risk is that the SPAC sponsors might fail to find a suitable target, which is not a great outcome for investors whose money has been tied for two years in a low-interest environment.

At the current rate, it is very much possible that numbers of SPACS raised will outpace last year’s total by the end of the first quarter.

Still, it is important to keep in mind that historically SPACs have not fared very well. SPACs tend to outperform benchmark indexes after the deal announcements, but they usually lag after the deal is closed, according to a Goldman Sachs report.

The performance varies widely, so it is important to conduct proper due diligence on the sponsors before investing in a SPAC.

Source: The Ticker – Special purpose acquisition companies grow in popularity on Wall Street during the pandemic


Private Equity

Bain & Co: SPACs’ long-term role in PE hinges on performance




The growth of special purpose acquisition companies last year added more than $40bn to the pile of capital chasing buyout deals, according to the consulting firm’s latest report. Checkout PrimeXBT

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SPAC Frenzy Emboldens Silicon Valley Startups to Forgo Venture Funding: Report




California aerospace startup Archer Aviation Inc. has a multibillion-dollar vision of flying people around town in autonomous electric helicopter-like vehicles. It doesn’t have revenue or a vehicle ready for passengers, but that hasn’t slowed the three-year-old company.

Instead of toiling away in obscurity with a shoestring budget, the traditional way for startups to spend their formative years, Archer became part of the SPAC frenzy gripping Wall Street. This month it announced an agreement to merge with a special-purpose acquisition company, raising $1.1 billion—and gaining a valuation of $2.7 billion.

“The SPAC market was actually a really great spot to go to raise a lot of capital in one big swoop,” Archer co-founder and co-CEO Adam Goldstein said. The company is slated to start trading on the New York Stock Exchange in a few months.

SPACs have flipped the script on the multidecade model of development for early-stage startups, enabling fledgling companies with little or no revenue to tap public markets sooner. The shift lets amateur investors—long excluded from startup wealth creation—get in on the ground floor of disruptive businesses. It is a dynamic that can lead to huge returns but also carries big risks, as young companies are far more vulnerable to going belly up.

Since the start of last year, investors have poured more than $130 billion into SPACs, “blank-check companies” traded on an exchange with the goal of merging with a private company to bring it public. Amateur stock traders and hedge funds alike have piled in, seeking high-growth companies.

Source: Wall Street Journal – SPAC Frenzy Emboldens Silicon Valley Startups to Forgo Venture Funding: Report


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Markforged to Become Publicly Listed Through Merger With One SPAC




Markforged, creator of an integrated metal and carbon fiber additive manufacturing platform, The Digital Forge, today announced it has agreed to merge with One, a special purpose acquisition company sponsored by A-star. Upon completion of the transaction, the combined company will retain the Markforged name and be listed on the New York Stock Exchange under the ticker symbol “MKFG.”

“Our mission and vision are to reinvent manufacturing by bringing the power and agility of connected software to the world of industrial manufacturing. Today is a pivotal milestone as we progress towards making that vision a reality,” said Shai Terem, president and CEO of Markforged. “We’ve been at the forefront of the additive manufacturing industry, and this transaction will enable us to build on our incredible momentum and provide capital and flexibility to grow our brand, accelerate product innovation, and drive expanded adoption among customers across key verticals. We’re focused on making manufacturing even better by capitalizing on the huge opportunity ahead, and we are making this important leap through our new long-term partnership with Kevin Hartz and the entire team at one, a group of seasoned founders and operators with unparalleled experience. Their expertise and guidance will be invaluable as we continue to reinvent manufacturing today, so our customers can build anything they imagine tomorrow.”

Citigroup Global Markets Inc. is serving as lead financial advisor and capital markets advisor to Markforged. William Blair is also acting as financial advisor and capital markets advisor to Markforged, and Goodwin Procter LLP is serving as legal counsel. Goldman Sachs & Co. LLC is serving as exclusive financial advisor to one and Cadwalader, Wickersham & Taft LLP is serving as legal counsel. Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC are serving as co-placement agents on the PIPE.

Source: Mergers & Acquisitions – Markforged to Become Publicly Listed Through Merger With One SPAC


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A Fundamentally Different Kind of SPAC




Special Purpose Acquisition Company (SPAC) IPOs have generated a lot of buzz recently, and for good reason: 242 SPACs were launched in 2020 alone. SPACs aren’t anything new; they’ve been around since at least the 90s. You may even remember that Burger King was reintroduced to the public markets via SPAC merger way back in 2012.

So why the sudden explosion of interest? How could a relatively arcane financial instrument vault to the forefront of the public imagination and account for nearly half of all money raised via public offerings in 2020? As it turns out, there are quite a few reasons, but the real paradigm-shifting variable that refocused and revolutionized the SPAC landscape boils down to a single word: quality.

Ultimately, venture-backed businesses are expected to generate real returns for their investors by way of a liquidity event. Before the SPAC boom, this was most often achieved via acquisition, a private equity buyout, or an IPO.

In the mid-2010s, a new cohort of tech companies who had cut their teeth disrupting industries (or creating their own) had reached the stage in their corporate lifecycles where a traditional IPO became feasible. But management teams who spent their professional careers tearing down the status quo sought alternative approaches, such as direct listings.

This precipitated a broader awakening; suddenly, our eyes were opened to a more diverse set of pathways to liquidity. High caliber, venture-backed companies that would never have previously considered it began exploring SPAC mergers. A new generation of SPACs emerged to reap this newly fertile ground.

As a vehicle for liquidity, a SPAC merger is an attractive alternative to an IPO. Management teams receive the capital they need to fully fund their business plans at valuations that give credit for anticipated growth, without subjecting themselves to the complexities of an IPO process. Because SPAC managers and investors account for future performance, companies that may have been 6-18 months away from IPO readiness have begun to explore SPAC mergers as an alternative to late stage financing rounds.

We’ve also begun to see companies that had planned to IPO, or have even begun the process, pause to examine the relative benefits and efficiencies of a SPAC, where teams have more visibility and control over their valuation and investor base. Whatever the motivation, SPAC mergers provides them with the capital necessary to focus on what they do best: execute.

While the universe of potential targets has evolved, the structure of most SPACs hasn’t. Management teams and boards remain mostly homogenous, and sponsors are typically investment funds that are unable to bring value beyond capital to a target.

Queen’s Gambit Growth Capital is a fundamentally different kind of SPAC, founded on the principles of diversity and partnership. Our 100% female-led management team and board are seasoned senior executives, thought leaders and operators; our sponsor, Agility Logistics, is committed both to providing commercial opportunities and to lending its operational resources to our target.

The facts:

  • You can consider every member of our management, board and advisory to be fully engaged as part of the team; they aren’t just for show.
  • We are operators who have built, run, and led companies. We understand how to accelerate growth without compromising entrepreneurial culture by adding just enough process to enable extraordinary execution.
  • We bring an unparalleled network of potential customers, investors, entrepreneurs and business leaders that will open doors to major corporate partners, blue-chip investors and everything in between for our target.
  • Our team includes two public company CFOs who have navigated the transition from private to public and have cultivated through experience a thorough understanding of true market readiness as well as the rigors of controlling a public company.
  • Our partnership with Agility Logistics provides a unique analytical perspective as well as the promise of substantial commercial and operational benefits for our ultimate target.
  • We are committed to supporting existing management teams.

Our investable universe spans Healthcare, Fintech, Frontier Technologies and Logistics with a particular focus on broad ESG themes. The ideal target will have already retired its technical risk, have a clear pathway to profitability, be prepared to immediately capitalize on a significant capital injection to stimulate explosive growth and have a public markets ready, stellar management team. This last point is especially crucial as we are looking to partner with a driven, aligned and ambitious existing group. We will measure our success by ensuring that a resilient, sustainable public enterprise is created as a result of partnering with Queen’s Gambit.

By leveraging our diverse view and far-reaching network as an asset and accelerant, our target company can expect the Queen’s Gambit board and advisers to facilitate revenue generating partnerships and provide access to blue chip, high-quality long-term capital. As experienced business leaders with decades of cumulative experience as public company directors, our shareholders and our target company can have confidence in our ability to perform thorough diligence of the target company’s past financial performance, strategic thinking competencies, risk management capabilities, as well as in our commitment to establish sound audit, compensation and governance oversight.

We believe that our value proposition is as appealing as it is differentiated. We couldn’t be more excited to engage with today’s most promising companies.

P.S. Our name is in keeping with our CEO’s history of naming her funds after chess moves and is a statement of our mandate for diversity. Any allusion to a certain Netflix show should be considered purely coincidental.

About the authors:

Victoria Grace is the CEO of Queen’s Gambit Growth Capital and founding partner of Colle Capital Partners LP, an opportunistic early stage technology venture fund. She previously served as Partner at Wall Street Technology Partners LP and Director of the Dresdner Kleinwort Wasserstein Private Equity Group. She co-founded Work It, Mom! and co-managed the company for five years until its merger. Victoria serves on the board of Vostok New Ventures, an investment company with presence in Sweden.

Betsy Atkins is a member of the Queen’s Gambit Advisory Board and the CEO / Owner of Baja Corporation. She is a globally recognized corporate governance thought leader having served on over 34 public boards and currently serving on the board of Volvo Cars, Wynn Resorts, and is the Chair of the Google Cloud Advisory Board.

The views and opinions expressed herein are the views and opinions of the author and do not necessarily reflect those of Nasdaq, Inc.

Source: Google SPAC Feed – A Fundamentally Different Kind of SPAC


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