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Fire up for a fast-moving transaction
A special purpose acquisition company (SPAC) travels light and fast. It registers the offer and sale of stock and warrants with the SEC, does an IPO selling shares and warrants for cash, and invests the cash in short-term money market-type instruments. The business plan is to buy an operating company, using IPO proceeds. Initial public stakeholders aren’t limited to IPO underwriters and clients; investors can co-invest with sponsor firms. This can mean a shorter time to liquidity for investors in a private company. SPAC IPOs are an efficient way to go; however, to reap the benefits, stakeholders must move with speed to conduct due diligence on target companies, and target companies must be able to function as a public company well before their acquisition date. We help our clients navigate the journey.
Pre-merger activityIcon Down arrow black
  • Plan on SPAC structure and process to merger
  • Execute audits under PCAOB standards
  • Tax structure assistance
  • Conduct buy-side due diligence (financial and operational)
  • Communicate regulation S-X requirements, conform disclosures
  • Prepare pro forma financial information – address merger accounting issues
  • Prepare MD&A/risk factors/market risk and other disclosures
  • File Proxy, respond to SEC comments and amend
Target readinessIcon down arrow black
  • Determine target readiness to report and operate like a public company and assist in the following areas:
    • Corporate governance
    • Financial reporting
    • Tax, IT, human capital
    • Fairness opinions
  • SOX assessment/SOX readiness
  • Tax structure assistance
  • Assess remediation necessary for integration with SPAC and “go forward” public company reporting
  • Assist in preparation of PCAOB compliant financials and audit process
  • Assist in preparation of S-4 filing/SEC comment period/technical accounting
  • Project management
  • Mitigate tax liability
Third-party risk managementIcon plus black
The role of third parties is changing, and so are your points of exposure. Our experience with audits can help you identify and address new third-party risks.
Sales and use tax servicesIcon plus black
Identification of tax overpayments or significant exposure for underpayments while reducing administrative burden.
Corporate compliance Icon plus black
A strong compliance program can oftentimes be the best defense for a business and public, alike. We’ll help protect you and your customers. We help fight bribery, fraud, risk, money laundering and financial crimes with a compliance program framework, to manage a variety of compliance risk areas during assessments and anticipatory work, as well as design and corrective work.
Post-merger activityIcon plus black
  • Execute merger and acquisition
  • SOX assessment/SOX readiness
  • File form 8-K (Super 8-k) with any pro forma financial information as needed
  • Analyze any reporting issues
  • Consider any follow-on offerings
  • File subsequent Forms 10-K and 10-Q with appropriate disclosure of acquisition
  • Additional public company remediation including:
    • Ongoing SOX readiness assistance
    • LTIP/compensation analysis
 
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