We guide sponsor groups through the SPAC sponsor process, from entity organization and structure through IPO and business combination.
For Pre-IPO SPACs
Step 1: Educate the sponsor team on the sponsor capital and SPAC IPO process
Although most SPACs are almost completely identical, the small percentage of change can make a dramatic impact on a sponsor team’s ability to get through the IPO and business combination processes.
The first step in the SPAC sponsorship process is to educate the sponsor team on all the nuances of the SPAC structure.
Step 2: Assemble the SPAC management team
A strong SPAC management team is one of the keys to institutional acceptance. We work with the sponsors to make sure the management team contains individuals with the necessary skill sets and supplement the team if necessary.
Step 3: Structure the sponsor entity
We structure the sponsor entity and offering and make introductions to additional sponsor capital investors if necessary.
Step 4: Prepare the SPAC sponsor’s materials
We prepare the presentations for the underwriters and sponsor investors, and assist the sponsors with preparing an analysis of the target landscape.
Step 5: Introduce the sponsors to qualified professionals
We introduce the sponsor team to the most qualified professionals, including underwriters, accountants, lawyers, and insurance providers.
Step 6: Assist with sponsor capital offering process and preparing documentation
We assist with the IPO offering process. This includes continuous modeling of the capitalization of the SPAC and sponsor returns, preparing sections of the prospectus, and more.
Step 7: Advise the sponsor group
Throughout the process, we act as the advisor on the sponsor group’s side of the table. We make sure that the sponsors are being treated fairly, and receiving the best deal possible.
For Post-IPO SPACs
Step 1: Set up data room
Establishment and/or management of an electronic data room to be populated by the SPAC, the contents of which shall be utilized for the due diligence review by ClearThink and any proposed counterparties to transactions
Step 2: Introductions to target companies
Introductions and presentations to potential target companies to serve as possible parties to a transaction with the company
Step 3: Introductions to research firms
Introductions to firms conducting equity research potentially to provide research coverage with respect to the post-transaction combined company
Step 4: Assist with filings
Assist company counsel with the finalization of filings required by the United States Securities and Exchange Commission
Step 5: Provide transaction analysis
Provision of transaction risk analysis, due diligence support, and related analysis services with any transaction;
Step 6: Capitalization structure review and analysis
Review and analysis of the capitalization and capital structure of the SPAC and the provision of recommendations relating thereto and assistance with any transaction.
Step 7: Assist with extension financing
When SPACs near the end of their duration, they generally are required to commit additional capital into the trust to extend their deadline. Many SPACs will turn to external sources of capital to provide extension financing. We advise sponsor and management teams as to capital partners providing extension finance and as to appropriate transaction structures.