What You Should Know About De-SPAC Investing
What You Should Know About De-SPAC Investing

What You Should Know About De-SPAC Investing

SPACs are revolutionizing the way private companies go public. Discover their growing importance and why investing in SPACs can unlock new opportunities to make money.





Balanced Investing

Balanced Investing

Special Purpose Acquisition Companies (SPACs) have recently experienced a surge in popularity as an alternative method of publicizing private companies. As an investor, it's essential to understand the intricacies of SPACs and the de-SPAC process to evaluate their potential and capitalize on emerging investment opportunities.

SPAC investing offers a compelling alternative to traditional investment assets, providing unique opportunities to capitalize on the growth of private companies transitioning to public markets.

Let’s delve into the world of SPACs, exploring the benefits and risks associated with investing in them and offering insights on navigating this complex and ever-evolving market.

What is a SPAC?

SPACs are shell companies created to raise capital through an initial public offering (IPO) to acquire one or more private companies. SPACs typically have a predetermined timeframe, usually two years, to identify a suitable target private company and complete the merger.

If successful, the private company becomes publicly traded on a stock exchange. The primary appeal of a special purpose acquisition company lies in its potential to bypass the traditional IPO process, offering unique advantages such as faster capital acquisition, reduced regulatory burden, and potentially higher valuations.

What is a de-SPAC transaction?

A de-SPAC process starts by finding a company for the SPAC to buy. After picking a target, SPAC sponsors sign a letter of intent, research the target thoroughly, and agree on a merger. SPAC shareholders must give their thumbs up before the deal is announced, and then the de-SPAC transition begins.

With a limited lifespan, an unfinished merger leads to SPAC liquidation and pro-rata capital refunds to shareholders.
Source: firecapitalmanagement.com

The de-SPAC process

The de-SPAC process plays a vital role in turning a SPAC from a shell company into a publicly traded one by merging with a private company. For investors, grasping these steps is key to assessing risks and estimating potential gains in SPACs.

1. Private company identification

In the de-SPAC timeline, the first crucial phase is finding the right company for the SPAC to buy. SPAC sponsors use their knowledge, connections, and research to spot private target companies with great growth potential, solid finances, and a good match with the SPAC's goals.

The target company must have a robust financial position, a promising market outlook, and align with the SPAC's objectives. Sponsors might negotiate with multiple businesses before settling on the perfect one, as the de-SPAC process's success depends on identifying the right target company.

2. Letter of intent and due diligence

Upon identifying a suitable company for acquisition, both entities sign a letter of intent (LOI) to initiate their partnership. This kickstarts the due diligence phase, where the acquirer scrutinizes the target's financial statements, business operations, leadership, and strategy, ensuring a well-informed investment decision.

After signing the LOI, the SPAC and the target company conduct thorough due diligence. This comprehensive review helps the SPAC sponsor evaluate the company's prospects, identify potential risks, and ensure that the proposed deal is sound and beneficial for both parties.

3. The merger agreement and shareholder vote

If the due diligence process is successful and all parties are satisfied, the SPAC and target company enter into a definitive merger agreement setting out the terms and conditions of the transaction. It establishes the framework for the merger, including the combined entity's exchange ratio, share pricing, and governance structures.

This agreement is then presented to SPAC shareholders for their approval. Shareholders have the option to vote for or against the merger, and in some cases, may also have the right to redeem their shares for cash if they do not support the deal. A majority shareholder vote favoring the merger is necessary for the transaction to proceed to the next stage.

4. Closing the deal and going public

SPAC mergers are usually subject to regulatory scrutiny and approval following shareholder approval. If all regulatory requirements are met, and any potential obstacles are cleared, the deal is finalized, and the target company officially becomes part of the SPAC. Some SPAC sponsors may seek private investment in public equity (PIPE) financing to secure additional capital and provide liquidity for the post-merger entity.

The combined entity is then listed on a stock exchange as a publicly traded company, with existing shareholders of the private company receiving shares in the newly formed public company. The de-SPAC process is complete, and the newly public company can start trading on the stock market.

Following shareholder approval and the completion of any necessary regulatory requirements, the transaction officially closes, and the target company becomes a subsidiary of the SPAC. The newly combined company starts trading on a stock exchange under a new ticker symbol. The post-merger integration begins, and the company works to achieve the strategic objectives outlined in the merger agreement.

Investing in SPACs

Are you intrigued by alternative investments and looking to diversify your portfolio beyond traditional stocks and mutual funds? Let’s look at some strategies that can help you make better investment decisions in this exciting and fast-growing market.

1. Research the SPAC's management team

A winning SPAC team is vital for successful investments. Before jumping in, assess their history of mergers, acquisitions, and business operations. Experienced teams can enhance your chances of picking profitable targets and boosting returns.

2. Set expectations for returns

The ultimate SPAC goal is a thriving merger or acquisition. Stay updated on target selection and maintain realistic expectations regarding returns. To minimize risk, set ROI boundaries and stay informed on potential targets' developments. Keep a keen eye on your investment's progress.

3. Watch out for hurdles

Navigating the SPAC journey, from IPO to de-SPAC, demands attentiveness. As setbacks may affect performance, staying updated on expected timelines is vital. Monitor regulatory challenges, voting necessities, and other obstacles to ensure a smooth merger or acquisition experience.

De-SPAC pros and cons

Grasping the ups and downs of SPACs equips you with an all-encompassing insight into their functionality, reasons for going public, and their suitability as an investment choice. Weighing the pros and cons helps you embark on a well-informed SPAC venture.

Pros and cons



Faster and easier access to public markets


Increased diversification


Sector-specific opportunities



Market volatility


Failed mergers


Valuation risks

Keep these pointers in mind while venturing into SPAC investments:

  • Faster and easier access to public markets: De-SPAC transactions enable private companies to bypass the traditional IPO process, which can be a long and arduous journey, allowing them to access public markets more quickly and conveniently.
  • Increased diversification: Adding SPACs to your investment portfolio can provide diversification by giving you exposure to new sectors, trends, or high-profile sponsors that may be unavailable through traditional investment channels.
  • Sector-specific opportunities: Some SPACs focus on specific industries, such as technology or healthcare, allowing you to capitalize on these sector-specific trends.
  • Market volatility: SPACs, like any public investment, can experience price fluctuations due to supply and demand, market perception, and other external factors.
  • Failed mergers: There is a risk that a SPAC may not complete a merger within the designated timeframe, leading to the return of funds to investors and missing out on potential gains.
  • Valuation risks: The hype surrounding DeSPACs can lead to over-valuations, which could impact the investment's risk-return equation.

Risks of SPACs

Investing in SPACs, like any other investment, comes with its share of risks and rewards. Understanding their potential and making informed decisions while entering this market is crucial. Some factors to consider when assessing SPAC investments include:

  1. Decision-making control: SPAC shareholders may vote against a proposed merger, which could impact the potential gains of your investment.
  2. Management team: The experience and expertise of the SPAC's management team play a crucial role in assessing its potential for success.
  3. Target company potential: Understanding the target company's financials, growth potential, and competitive landscape is essential for evaluating its viability as an investment.
  4. Short-term volatility: SPACs may experience price fluctuations post-merger, so investors should be prepared for potential short-term volatility.

SPAC investing opportunities

As the SPAC market experiences rapid growth, a new landscape of investment opportunities has emerged for those seeking potential gains from this alternative asset class. Investors closely watching the SPAC space can uncover unique opportunities to capitalize on trending industries and high-profile endorsements.

Sector-specific SPACs

Sector-specific SPACs focus on industries like technology, healthcare, or renewable energy. These SPACs allow investors to gain exposure to and capitalize on specific market trends, enabling targeted investment strategies that align with individual preferences and risk appetites.

SPACs with high-profile sponsors

Another intriguing possibility arises when celebrities and prominent entrepreneurs enter the SPAC market. The involvement of these well-known figures like Chamath Palihapitiya can draw increased attention to a SPAC, potentially leading to higher deal valuations and a more extensive media buzz surrounding its target company.

SPACs vs traditional investments

When deciding whether to invest in SPACs, comparing them to traditional investments such as stocks, bonds, and mutual funds is essential. Assessing the differences in liquidity, risk profile, and investment horizons can provide a clearer perspective on the potential benefits and drawbacks of adding SPACs to your portfolio.

  1. Liquidity: SPACs typically offer higher liquidity than private equity and real estate investments, as they trade on stock exchanges once their merger is complete. However, given the size and market capitalization differences, they may not be as liquid as individual stocks or bonds.
  2. Risk profile: The risk profile of SPAC investments varies depending on factors such as the target company's prospects and the track record of the SPAC's sponsors. These investments can sometimes provide higher returns, but often at the cost of bearing increased risks compared to traditional investment assets.
  3. Time horizon: SPAC investments usually have a shorter time horizon than private equity or real estate, as the de-SPAC process often occurs within two years post-IPO. This shorter timeframe can attract investors desiring faster returns and those preferring not to lock up their capital for longer durations.

Comparing SPACs to IPOs

Before diving headfirst into the world of SPACs, it's essential to understand how they stack up against their more traditional counterparts—Initial Public Offerings (IPOs).

Let’s explore the key differences and considerations between these two methods of bringing private companies to public markets so you can make well-informed investment decisions when evaluating pre-IPO companies.




Time to market

Generally faster, as De-SPAC transactions can bypass some steps in the traditional IPO process

Usually longer, due to the extensive preparation and regulatory requirements involved


Can be more cost-effective, with lower fees compared to traditional IPOs

Often involve higher costs, including underwriting fees, legal fees, and other related expenses


Potential for over-valuation due to hype, negotiated valuation with private target company

Valuation determined by market demand or book-building process

Regulatory scrutiny

Less regulatory burden, as target company details and financials are reviewed during the merger agreement stage

Greater regulatory scrutiny, requiring substantial disclosure of financials and operational details

Investment opportunities

May offer exposure to new sectors, trends, or high-profile sponsors not available in traditional IPOs

More established companies, often with a track record of financial performance

Management team involvement

SPAC management team plays a crucial role in identifying and merging with the target company

Company's existing management team remains a key factor in the IPO process

Price fluctuations/market volatility

Potential short-term volatility post-merger, as market adjusts to the combined entity

Market fluctuations influenced by broader market sentiment and company's operational and financial performance


Generally higher liquidity, trading on the stock market once the merger is complete

High liquidity, traded publicly immediately after the IPO

Risk profile

May have varying risk profiles, depending on the target company and the sponsors' track record

Risks depend on the company's financial health, market position, and growth prospects

SPAC investing presents an enticing option compared to conventional assets, granting exclusive chances to profit from private companies going public. By grasping SPAC nuances, the de-SPAC mechanism, and related risks, you can make well-informed choices and ascertain if SPAC investments suit your goals and risk appetite.