Money for Nothing, Shares for Free: A Brief History of the SPAC

Abstract

In 2020, SPAC offerings exploded. But SPACs are not a new corporate structure. Rather, the SPAC emerged as workaround for new SEC rules promulgated in response to the boiler room scams of the 1980s. This brief history of the SPAC was written by a third-year law student. However, this is not a law review note, but more like a legal history paper. The paper explores the origins of the SPAC in depth and then reviews each successive generation of SPACs and the legal innovations that were made to move the structure forward. Several reasons for the 2020-era boom are considered, including the acceptance of SPACs by top-tier underwriters and exchanges. If the prospective reader is interested in the history of SPACs and features of their structure, this brief history will provide it. Footnoting was not done under traditional law review conventions, but rather as history. Still, publication inquiries are welcome, and so is attribution. The author reserves all rights.