Special Purpose Acquisition Companies Research Articles

Fraud risk implications of celebrity SPACs

Purpose The purpose of this study is to extend the Fraud Diamond Theory to celebrity Special Purpose Acquisition Companies (SPACs) and investigate their post-Initial Public Offering (IPO) stock market performance. Design/methodology/approach After obtaining a sample of celebrity SPACs from the Spacresearch.com database, fraud risk characteristics were obtained from Lexis Nexus searches. Buy and hold abnormal returns were calculated for celebrity SPACs versus a small-cap equity benchmark for time intervals after IPO, and multiple regression analysis was performed to examine the relationship between fraud risk features and post-IPO returns. Findings Celebrity SPACs exhibit Fraud Diamond characteristics and significantly underperform a small-cap stock portfolio on a risk-adjusted basis after IPO. Research limitations/implications This study only examines celebrity SPACs that conducted IPOs on the NYSE and NASDAQ/AMEX and does not include those that are traded on the Over the Counter Bulletin Board (OTCBB). Practical implications Celebrity endorsement of SPAC vehicles attracts investors who may not be properly informed regarding the risk characteristics of SPACs. Accordingly, investors should be warned that celebrity SPACs underperform a small-cap equity portfolio and exhibit significant elements of fraud risk. Social implications The use of celebrity endorsement as a marketing device to attract investment in SPACs has regulatory implications. Originality/value To the best of the authors’ knowledge, this paper is the first to examine the fraud risk characteristics and post-IPO performance of celebrity SPACs.

Corporate Medicine 2.0 - Special Purpose Acquisition Companies in the United States.

Corporate Medicine 2.0 - Special Purpose Acquisition Companies in the United States.

The information content of SPAC securities

Special Purpose Acquisition Companies (SPACs) have taken the initial public offering (IPO) market by storm. SPACs were 2/3 of all IPOs in 2021 and have continued to be a significant portion of IPOs since. A unique feature of SPACs is that the SPAC shares trade for weeks/months after a target has been announced, but before the proposed deal is consummated, giving a window into the market's sentiment towards the deal terms. Although Shareholders' redemption option reduces the informativeness of SPAC shares, SPAC rights (& warrants) provide a window into the eventual pricing of SPAC shares post de-SPAC because they aren't redeemable. We explore the informativeness of the portfolio of SPAC securities and find new insight into the pricing of these transactions. Prices of rights and warrants are far more informative about the value of a proposed business combination than share prices, and warrant prices are predictive of future redemptions.

Communication under Uncertainty and the Role of Founders’ Information Advantage: Evidence from SPAC IPOs

This study develops a novel framework about how a firm’s financing outcome will be shaped by its communication under different types of uncertainty. Whereas prior work has largely focused on uncertainties that arise because of founders having a knowledge advantage over investors, we examine a firm’s communication in situations of more fundamental uncertainty when both founders and investors face knowledge problems. Our framework proposes that in situations where founders have a knowledge advantage over investors (i.e., when there is information asymmetry), firms that reduce uncertainty by sending signals of quality and express less uncertainty in their communications will enjoy better financing outcomes. However, we argue that in situations characterized by high unknowability, and where founders do not have a significant knowledge advantage over investors (i.e., when there is Knightian uncertainty), firms that acknowledge this unknowability by expressing more uncertainty in their communications will have more favorable financing outcomes. Studying the full population of special purpose acquisition companies (SPACs) that sought to complete an initial public offering from the emergence of the sector in 2003–2019, we find support for our predictions. This study expands our understanding of the role of uncertainty in investment decisions, offers deeper insight into how language operates in financial markets, and sheds light on the increasingly popular, but understudied, SPAC vehicle. Funding: Ivana Naumovska received financial support from the INSEAD R&D Committee and the INSEAD Dean’s Annual Fund. Supplemental Material: The online appendix is available at https://doi.org/10.1287/stsc.2022.0043 .

Signing Blank Checks: The Roles of Disclosure and Reputation in the Face of Limited Information

ABSTRACT We examine how disclosure and manager reputation influence capital raised when there is no commercial substance underlying the investment. Special Purpose Acquisition Companies (SPACs or “blank check” companies) do not have operations or substantive assets at the IPO but promise to use the funds raised to acquire a private firm, generally within two years. Given the lack of commercial substance and historically poor ex post performance, it is unclear what SPACs disclose at the IPO and why investors invest. Although disclosure is important in traditional IPOs, the underlying information available differs for SPACs. Nonetheless, our evidence suggests disclosures are useful to SPAC investors, although differently than for traditional IPO investors. We also examine manager reputation and find prior SPAC or CEO experience and celebrity status are associated with funds raised. Even when an investment lacks commercial substance, disclosure and reputation are important for investing decisions. Data Availability: Data are available from the public sources cited in the text. JEL Classifications: G24; G34; M41; M50.

Market sentiment and SPACs

ABSTRACT This study investigates how market sentiment affects Special Purpose Acquisition Companies (SPACs). SPACs are blank-check, no-operation companies, which go public and raise money with the intention of acquiring and taking a private company public. Using hand-collected SPAC data, we find that SPAC activities grow significantly in volume and size, especially during the pandemic period of 2020–2021. Based on two market sentiment indexes, the investor sentiment (IS) and consumer confidence index (CCI), we find that SPAC activities are positively associated with market sentiment. The results remain strong and consistent even after controlling for macroeconomic conditions. Overall, we attribute our findings to investors’ willingness to invest in more speculative securities during times of high market sentiment.

Special Purpose Acquisition Companies

Special Purpose Acquisition Companies

Decoding the Special Purpose Acquisition Companies: A New Frontier in Tech Start-Up Financing

The emergence of SPAC has democratized participation in the burgeoning equity market. Capital raised during a SPAC's Initial Public Offering (IPO) is typically held in escrow identifies a suitable acquisition or merger target. This study explores the concept of SPACs, their operational mechanisms, their appeal to tech startups, and their presence in Asia, with a specific focus on the Indonesian jurisdiction. The study also aims to identify the potential risks SPACs may pose to the equity market to inform more effective regulation. Employing normative legal research and prioritizing secondary data, the findings of this paper indicate that SPACs have evolved from a niche option to a significant facilitator for private enterprises seeking to enter public markets through an IPO. The study further reveals that, despite the risks associated with SPACs and their current unpreparedness for IPOs in Indonesia, lessons from foreign experiences could guide the development and implementation of domestic regulations. While SPACs have demonstrated their value and promise to become a significant market force, calls for swift regulatory action should balance the benefits of SPACs against the need for thoughtful regulation, presenting an opportunity to reconsider existing IPO regulations.

Sponsor reputation and agency conflicts in SPACs

We investigate the agency conflict between sponsors and investors in Special Purpose Acquisition Companies (SPACs) and the role of sponsor reputation in such conflict. We find that the effect of reputation depends on whether sponsors are repeat or occasional players in financial markets. SPACs sponsored by private equity firms, who face reputational concerns due to frequent interactions with investors, conduct a more virtuous target selection process as they are less likely to merge but post-merger returns are significantly better. On the other hand, former executives of renowned companies who occasionally launch SPACs make deals more lucrative to themselves, with no benefits to investors.

Blinded by the Light? Analyzing Celebrity Endorsements in Special Purpose Acquisition Companies

Blinded by the Light? Analyzing Celebrity Endorsements in Special Purpose Acquisition Companies

Performance of ESG SPACs

PurposeThe authors examine one special focus of Special Purpose Acquisition Companies (SPACs), namely environmental, social and governance (ESG) related investments. The authors document the performance of SPACs with and without ESG focus.Design/methodology/approachThe authors collect data, from several sources, on 1,737 SPAC IPOs formed between 2003 and 2022. A SPAC's focus on ESG is classified based on declared focus in Securities and Exchange Commission (SEC) filings and in post-merger annual reports. The authors examine operational and financial performance of SPACs with and without ESG focus.FindingsIn the study's sample, only 50% of SPACs that announced an intention to acquire an ESG target ended up consummating a merger with an ESG private firm. ESG SPACs exhibit worse operating performance than non-ESG SPACs. Furthermore, they experience 11.6% lower 1-year post-merger excess returns than their non-ESG counterparts.Originality/valueThe study provides an examination of ESG firms that came to market via mergers with SPACs, which is an alternative method to traditional initial public offerings (IPOs). The study also provides a comparison of both operational and stock performance of ESG and non-ESG SPACs.

Green SPACs

AbstractWe examine the structural characteristics of special purpose acquisition companies (SPACs) focused on green causes. We explain their ecosystem, primary determinants of initial public offering (IPO) size, and speed of going public, and we calculate their returns around merger announcements and subsequent acquisition. Green SPAC size depends on CEO characteristics, choice of exchange and specialisation of respective stakeholders. The speed to IPO is related to the respective concentration of legal counsel. Green SPACs exhibit cumulative market‐adjusted returns in the range 6%–12% around the merger announcement. Merger returns are positive at the merger date but quickly become negative (−1% to −9%) and decline further with time.

IPOs and SPACs: Recent Developments

After two decades of low initial public offering (IPO) activity and a number of regulatory changes, the number of IPOs of both operating companies and special purpose acquisition companies (SPACs) boomed in the United States in 2021 before collapsing in 2022. In recent years, surging valuations have resulted in many private companies achieving “unicorn” status, a valuation of $1 billion or more, partly fueled by investments from mutual funds. Many of the unicorns that have gone public have done so with dual-class share structures. We compare three alternative mechanisms for going public, including traditional IPOs, mergers with SPACs, and direct listings. The most common exit for successful venture capital–backed companies, however, continues to be by merging with a larger company.

What has been changed in SPAC mergers? Evidence from Korea since their introduction

We examine the development of special purpose acquisition companies (SPACs) in Korea from their introduction with a regulation change in 2010. We find that later “generation” SPACs have featured a lower merger success rate, paid a higher merger premium, and taken longer to consummate a merger. Also, more experienced SPAC sponsors have been less likely to secure a merger deal and more likely to pay a higher premium if they have secured a deal. Our results are consistent with the argument that there is increased competition among SPACs for the limited pool of suitable targets.

Acquisition determinants of energy SPACs: Reflecting a closed group?

Special Purpose Acquisition Companies (SPAC) as acquisition funders are now under investors scrutiny due to challenging market dynamics and pressure from regulators. Given the sustainability-related importance of energy SPACs, as well as their binary nature, of either funding an acquisition or failing, we seek to identify factors that lead to their success. Analyzing energy SPACs from 2003 to 2022, we find the speed of the process and established underwriter are primary indicators of success, while female presence on boards and CEOs being foreign act against success. Our results have practical implications for energy transition investors and entrepreneurs in energy sector.

Picking Winners: Identifying Features of High-Performing Special Purpose Acquisition Companies (SPACs) with Machine Learning

Special Purpose Acquisition Companies (SPACs) are publicly listed “blank check” firms with a sole purpose: to merge with a private company and take it public. Selecting a target to take public via SPACs is a complex affair led by SPAC sponsors who seek to deliver investor value by effectively “picking winners” from the private sector. A key question for all sponsors is what they should be searching for. This paper aims to identify the characteristics of SPACs and their target companies that are relevant to market performance at sponsor lock-up windows. To achieve this goal, the study breaks market performance into a binary classification problem and uses a machine learning approach comprised of decision trees, logistic regression, and LASSO regression to identify features that exhibit a distinct relationship with market performance. The obtained results demonstrate that corporate or private equity backing in target firms greatly improves the odds of market outperformance one-year post-merger. This finding is novel in indicating that characteristics of target firms may also be deterministic of SPAC performance, in addition to SPACs, transaction, and the market features identified in the prior literature. It further suggests that a viable sponsor strategy could be constructed for generating outsized market returns at share lock-up windows by simply “following the money” and choosing target firms with prior involvement from corporate or private equity investors.

Special purpose acquisition companies: A discordant tale of two Asian financial centres

Special purpose acquisition companies: A discordant tale of two Asian financial centres

From Darkness to Light: A Comparative Study of Special Purpose Acquisition Companies in the European Union, the UK, and the US

AbstractThis article analyses the financial regulation of Special Purpose Acquisition Companies (‘SPACs’) in the European Union and SPAC reform in the UK against the main legal system where the SPAC originates: the US. I argue that the US and financial regulators in Europe have opposing views on SPACs, evidenced by the adoption of two different regulatory approaches. As opposed to a SPAC regulation by business or function and by enforcement in the US, the European Union and the UK are implementing a SPAC regulation by objectives, where general principles of company and financial law inform the SPAC legal discipline. This enormously enriches the SPAC current debate, and sheds new light on the subject.

Book Reviwe: D’Alvia, D. (2021). Mergers, Acquisitions, and International Financial Regulation: Analyzing Special Purpose Acquisition Companies (1st ed.)

Book Reviwe: D’Alvia, D. (2021). Mergers, Acquisitions, and International Financial Regulation: Analyzing Special Purpose Acquisition Companies (1st ed.)

SPACs in the AIFMD Context

The growth in the use of Special Purpose Acquisition Companies (SPACs) within the context of the European market economy has been particularly evident in recent months. When structuring SPACs, the question of whether and when SPACs fulfil the objective criteria of the activities indicative of the characteristics of their specific management under the Alternative Investment Fund Managers Directive (AIFMD), arises. SPACs are, in fact, similar in their basics to the alternative investment funds established under this directive and whose investment strategy is directed towards private equity. The aim of this paper is to answer the presented question, which is crucial for current financial market practice. If the intended investment structure of SPACs fulfils the criteria of the AIFMD, it can only be structured under the rules (and restrictions) arising from respective regulations. Any misconduct is otherwise severely sanctioned.