Special Purpose Acquisition Company (SPAC) Services
With increased regulations and sponsor activity, Special Purpose Acquisition Companies (SPACs) face a variety of challenges including U.S. Securities & Exchange Commission (SEC) reporting requirements including implementation of new standards, diligence & integration challenges, technical accounting needs, financial statement audit and internal control compliance.
EisnerAmper is one of the nation’s largest auditors of SEC registrants, providing audit, tax and advisory services to many publicly held companies.
Our diverse team combines their industry expertise with years of technical experience, to provide SPACs with the services needed at each stage of the SPAC life cycle. Your day-to-day relationship manager has a wide network of EisnerAmper service professionals who can seamlessly answer any complex questions you may have.
SPAC Service Team
SPAC Services
Phase I: Formation and Initial Public Offering (IPO) of the SPAC
- Tax Services, including:
- Tax treatment of founder shares
- Technical Accounting Advisory Services, including:
- Analysis of founder shares
- Analysis of warrants and review of warrant agreements
- Analysis of other financial instruments issued
- Assistance with preparation of accounting white papers
- Transaction Advisory Services, including
- Quality of earnings and net working capital
- Assessment of accounting practices, policies, and procedures
- Analysis of key business drivers
- Other key findings and perspectives on matters affecting the transaction
- Outsourced Finance & Accounting Services, including:
- Assistance with Form S-1 filing
- Initial Public Offering (IPO) readiness
- Audit Services, including:
- Audit of financial statements included in initial registration statement
- Issuance of comfort letter
Phase II: Operation of SPAC Prior to Merger with Target (18-24 months)
- Tax Services, including:
- Tax treatment of investigatory costs
- International tax
- Technical Accounting Advisory Services, including:
- Reevaluation of existing accounting positions taken at the SPAC’s formation
- Analysis of public and private placement warrants pursuant to the SEC’s statement
- Warrants accounting white paper
- SAB 99 analysis
- Assistance with drafting restatement disclosures
- Analysis of amendments made to warrant agreements to change the classification of warrants from liability to equity, if applicable
- Assistance with Management’s Discussion & Analysis (MD&A) disclosures
- Assistance with responses to SEC comments
- Transaction Advisory Services
- Transaction structuring
- Outsourced Finance & Accounting Services, including:
- Assistance with audit preparation
- Assistance with Form 10-Q and Form 10-K preparation
- Assistance with preparation and review of Form S-4
- Audit Services, including:
- Review of financial statements included on Form 10-Q
- Audit of financial statements included on Form 10-K
- Valuation Services, including:
- Valuation of public and private placement warrants
- Reevaluation of current valuation methodology for warrants
Phase III: De-SPAC
- Tax Services, including:
- M&A tax consulting
- Target tax consulting
- Compensation planning
- Technical Accounting Advisory Services, including:
- Analysis of business combinations relating to de-SPAC merger and previous acquisitions
- Analyses of financial instruments (e.g., warrants) and stock-based compensations (e.g., profits interests)
- Implementation of new accounting standards (e.g., revenue recognition, credit losses and leases)
- Re-evaluation of existing accounting positions (e.g., consolidation) and drafting white papers for various accounting & reporting matters
- Unwinding of private Company Council (PCC) elections (e.g., goodwill impairment analysis)
- Assistance with public company disclosures and SEC comments (e.g., related party, segment reporting, earnings per share, S-X Rule 3-05 significance testing)
- Transaction Advisory Services
- Insights supporting pro forma adjustments
- Outsourced Finance & Accounting Services, including:
- Assistance with preparation of pro forma financial statements
- Assistance with preparation and review of proxy statement, including financial data on the proxy statement
- EisnerAmper Digital Services, including:
- Internal Controls Over Financial Reporting (ICFR) readiness and design
- Policies and procedures assistance
- Valuation Services, including:
- Purchase price allocation
- Financial instruments
- Stock-based compensation
- Earnouts
Phase IV: Post-Merger & Target Companies
- Risk & Compliance Services, including:
- Enterprise resource planning (ERP) selection
- Process improvement
- Current state assessment
- Internal Controls Over Financial Reporting (ICFR) readiness and design
- Sarbanes Oxley Compliance and remediation services
- Transaction Advisory Services, including
- Assistance with bolt-on transactions
- Public Company Accounting Oversight Board (PCAOB) Audit Services
- On-going Technical Accounting Advisory Services
- Outsourced Finance & Accounting Services
- Corporate Tax Services
- Valuation Services