SPAC Sponsorship

Sponsorship entails providing the most high risk capital to the formation and operation of the SPAC. In most cases it also includes providing the management team to the SPAC after the IPO.

Characteristically, the sponsor capital is utilized to:

• Retain the lead or managing underwriter, auditors, counsel, other advisors, such as ClearThink Capital LLC, as capital markets advisor
• Fund the SPAC initial public offering roadshow
• Provide the working capital necessary to identify and diligence target companies for a Business Combination
• Pay the ongoing compliance and professional and other fees with respect to the Business Combination

The capital provided by the Sponsor generally represents 5% to 7% of the anticipated SPAC IPO gross proceeds. For example, if you plan to raise $200M in your IPO, the sponsor capital must be at minimum $10M.

The SPAC sponsor team must be led by individuals who meet the following criteria:

Historically, SPAC Sponsors needed to raise an amount to serve as risk capital or “sponsor capital” equal to between 3% and 5% of the projected public capital raise for the SPAC.

Of the sponsor capital, the initial underwriting fees of 2% of the SPAC and the costs of the IPO will be deducted at the closing of the IPO. The remainder will be utilized during the duration of the SPAC as working capital. This covers things like compliance and costs associated with identifying a target for the initial business combination.

Today, as the proliferation of SPACs has resulted in the SPAC market becoming more competitive and institutions demanding revised terms, we advise sponsor team to seek sponsor capital equal to up to 7% of  the projected public capital raise for the SPAC. There may be requirements to overfund the trust established for the benefit of the public investors in the SPAC and to pay for time extensions resulting from shorter SPAC duration.

The risk capital does not need to come solely from the management team. Many management teams will bring external investors into the sponsor capital. ClearThink Capital can assist sponsor teams with their sponsor capital raises.

All of the sponsor shares issued and outstanding prior to the date of the SPAC IPO are generally placed in escrow with a trust company or transfer agent, as escrow agent, typically until the earlier of:

(1) one year after the date of the consummation of the initial business combination, or earlier. In either case, if, subsequent to the initial business combination, the SPAC consummates a liquidation, merger, share exchange or other similar transaction which results in all of our stockholders having the right to exchange their shares for cash, securities or other property.

(1) the date on which the closing price of the common stock equals or exceeds a predefined public closing price per share (as adjusted for share splits, share capitalizations, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the initial business combination.

The lockup for SPAC sponsors can vary.

It’s very important for SPAC Sponsors to pick the right professionals. When ClearThink Capital works with a sponsor group to assist sponsors in selecting investment bankers, we look at the following factors:

• firm reputation
• industry expertise and connections with fundamental investors focusing on the industry segment focused upon by the SPAC sponsor team
• transaction size vs firm transaction size history and capability
• firm transaction pipeline
• firm history of successfully completed SPAC transactions

When we assist sponsors in selecting lawyers and accountants, we look at the following factors:

• firm reputation
• SPAC expertise
• industry expertise
• institutional acceptance
• firm transaction pipeline

Although there have been a number of exceptions, a SPAC is best used to make a single platform business combination followed by other business combinations. Whenever multiple companies are simultaneously or nearly simultaneously acquired, the level of complexity and the difficulty of valuation increases exponentially. Notwithstanding this fact, a SPAC can be used to acquire multiple companies followed by a roll up.

Typically, the SPAC management team is not compensated. The sponsor receives a 20% equity carry in the SPAC (e.g., shares equal to 25% of the shares sold in the SPAC IPO) and additional securities purchased by the sponsor in exchange for the sponsor capital.

While costs can vary, we advise sponsor teams to budget $1 million to get them through the public offering process, exclusive of commissions. This amount typically covers advisors, lawyers, and accountants.

Generally, investment bankers receive a commission of 5.5% of the SPAC proceeds. 2.0% is paid at the closing of the SPAC IPO and 3.5% is paid upon consummation of the initial business combination.

Some SPACs have built in extensions, where they can invest additional capital monthly or quarterly into the trust to extend their duration. If a SPAC does not have built in extensions or must extend past their extensions, they can request that their shareholders approve their extension.

Due to the large number of SPACs seeking targets, it has become increasingly more difficult and time consuming for SPACs to complete their business combinations.

If a SPAC sponsor team is unable or reluctant to provide the capital to extend themselves, they turn to outside investors to raise this capital. This is referred to as “Extension Financing” or “SPAC Extension Financing”. Learn more about extension financing ►