Overview
SPACs are the hottest investment topic right now. Designed as an alternative to traditional IPOs, SPACs offer a quick and easy way to raise capital to acquire—and go public with—an existing private company.
In this in-depth online Conference, our experts will discuss the pros and cons of SPACs, including potential legal and accounting issues, the short life and long-term outlook of a SPAC, financial reporting and SEC filings, identifying and acquiring a target company, and how they’ve grown in popularity since the pandemic.
AGENDA HIGHLIGHTS
• Capital Market Trends
• Anatomy of a SPAC
• Financial Accounting & SEC Reporting
• Identifying an Acquisition, including Due Diligence & Valuation
• Acquisition Agreement & Market Communication
• Operating as a Public Company
LEARNING OBJECTIVE To provide an overview of Special Purpose Acquisition Companies and an in-depth explanation of financial
reporting and SEC filing requirements.
PREREQUISITE None. ADVANCE PREPARATION None. PROGRAM LEVEL Update. NASBA FIELD OF STUDY Accounting.
DELIVERY METHOD Group Internet-Based.
Agenda
CONFERENCE AGENDA
Welcome & Opening Remarks
8:45 – 9:00 AM
Capital Market Trends
9:00 – 9:45 AM
SPACs have become increasingly popular in recent years. These “blank check companies” provide an alternative to the traditional IPO process, allowing investors to raise capital for the purchase of an existing private company before going public with it. This session will cover:
• Reviewing Capital Sources
• Definition of a SPAC & Recent Popularity
• Comparing IPOs vs. Direct Listings vs. SPACs
Break
9:45 – 9:50 AM
Anatomy of a SPAC
9:50 – 11:05 AM
In general, a SPAC has a shelf life of two years. This session will explore key legal and accounting issues that must be addressed when establishing and operating a SPAC, including:
• Structuring Deals
• Financing
• The Role of Sponsors
• Explanation of PIPE
• Timeline of a SPAC
• Tax Considerations
Break
11:05 – 11:10 AM
Financial Accounting & SEC Reporting
11:10 AM – 12:10 PM
The popularity of SPACs has not gone unnoticed by the SEC. A panel of financial accounting and legal experts will provide you with an in-depth explanation of:
• Financial Reporting Requirements
• Preparing Pro Formas
• Filing Requirements with the SEC
• Preparing Registration Statements
• Walkthrough of a Registration Statement
• Accounting for Reverse Merger
• Preparing the MD&A
• Special Disclosures
Lunch
12:10 – 12:55 PM
Financial Accounting & SEC Reporting (continued)
12:55 – 1:55 PM
Break
1:55 – 2:00 PM
Identifying an Acquisition
2:00 – 2:50 PM
Finding the right target company is the goal of any SPAC. In this session, our panel of experts will advise you on what to look for when acquiring a private company, and delve into:
• Due Diligence Requirements
• Letter of Intent Process
• Acquisition Agreement
• Arrangements with Underwriters & Market Communication
• Valuation Issues
• Contracts & Closing the Deal
Break
2:50 – 2:55 PM
Operating as a Public Company
2:55 – 4:30 PM
Public companies often risk regulatory scrutiny, not to mention severe penalties. Avoid trouble by following the rules and regulations for:
• Reporting Requirements as a Public Company
• Audit Requirements
• Corporate Governance
• Internal Controls over Financial Reporting Considerations
• SOX 404 Compliance
Break
4:30 – 4:35 PM
Closing Comments
4:35 – 4:45 PM
Conference Ends
4:45 PM
Speakers
SPEAKERS INCLUDE
Mark Boheim, Director, Business Performance Improvement, Protiviti
Evan D'Amico, Corporate Partner, Gibson, Dunn & Crutcher LLP
Don Duffy, President, ICR Capital
Tim Kviz, National Assurance Managing Partner, SEC Services, BDO
Polia Nair, Partner, SEC Regulatory Matters, National Assurance
Adeel Rouf, SPAC Sponsor, Investment Professional, Altitude Acquisition Corp.
Charles Soranno, Managing Director, Protiviti
Rodrigo Surcan, Associate, Gibson, Dunn & Crutcher LLP
Sean Wheeler, Partner, Kirkland & Ellis LLP
Workshop
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