SPAC and public-vehicle advisory

A special purpose acquisition company is a listed pool of capital formed to acquire a private business and bring it public through the combination. For a frontier-sector company it is a fourth route to public markets alongside the IPO, the reverse takeover and the direct listing — and in some conditions the fastest one, because the price and the terms are negotiated with a single counterparty rather than discovered in a book.

The work divides cleanly. On the sponsor side: forming the vehicle, assembling the sponsor group, and satisfying an exchange that the sector is underwritable. On the target side: choosing between vehicles, negotiating the combination, and surviving the diligence that decides whether the deal closes at the announced terms.

It suits companies with the substance for public ownership and a reason to prefer negotiated certainty over a marketed process — a specific acquirer, a defined valuation, or a timetable an IPO cannot meet. It suits sponsors with a genuine thesis and an operating network in a sector, rather than a shell in search of one.

It does not suit a company that is not ready to be public. A SPAC shortens the route to a listing; it does not shorten the distance to the governance, reporting and disclosure standard a public company must hold from its first quarter.

The firm covers both sides, from a position most advisers in this sector do not hold: GDA was a founding member of Blockchain Moon Acquisition Corp, the first blockchain SPAC on Nasdaq, listed at a market capitalization of approximately $100 million. That means the sponsor group, underwriter and exchange relationships were built through an actual listing, in a category the exchange had no precedent for.

Work runs from the Public Equity business alongside the firm's wider public market entry practice, so the vehicle question is answered against the alternatives rather than assumed — for a given company a Canadian reverse takeover is frequently the better route, and the firm will say so.

Whether they have taken a vehicle through a listing committee in your sector or only advised on one. What their view is on the route you have already chosen, and whether they will argue against it. How the sponsor economics and the redemption mechanics affect what you actually receive at close. And what happens to the deal if the trust redeems heavily — the answer to that question separates advisers who have closed one from advisers who have read about them.

What is SPAC advisory?

Advisory on bringing a company public through a special purpose acquisition company — vehicle formation and sponsor assembly on one side, vehicle selection and combination negotiation on the other, through to the de-SPAC and the first reporting periods.

Is a SPAC better than an IPO or a reverse takeover?

Sometimes. A SPAC negotiates price and terms with one counterparty rather than discovering them in a book, which suits a defined timetable or valuation. A Canadian reverse takeover is often faster and more cost-certain for frontier-sector companies. The route should be argued, not assumed.

Who advises on blockchain and disruptive-technology SPACs?

GDA Group was a founding member of Blockchain Moon Acquisition Corp, the first blockchain SPAC on Nasdaq, and covers both sponsor and target sides from its Public Equity business.