Early in the craze surrounding special purpose acquisition companies (SPACs), much of the attention seemed to focus on how to structure the SPACs themselves and terms for investors. With market refinements of those features, attention has turned instead to de‑SPAC transactions to purchase target companies. Putting aside the SEC’s scrutiny of the pseudo‑IPO nature of de‑SPAC transactions, there remains a lot of movement in the market as to the “norm” for de‑SPAC transactions and ways for sponsors to efficiently navigate the process. To that end, Brian T. Davis and Dimitri G. Mastrocola, partners at international recruiting firm Major, Lindsey & Africa, hosted a webinar on the current SPAC market and emerging trends that featured Weil partners Kyle C. Krpata and Douglas P. Warner. This second article in a two-part series analyzes key de‑SPAC considerations for SPAC buyers and target company sellers, along with the latest on current negotiating points. The first article
provided an overview of recent trends and innovations in the market, including the SEC’s scrutiny of warrant accounting. See our two-part series on the appeals and pitfalls of SPACs: “Vehicle Mechanics and Related Trends
” (Mar. 16, 2021); and “Conflicts of Interest and Obstacles to PE Involvement
” (Mar. 23, 2021).