SPAC (Special Purpose Acquisition Company) Transactions

SPAC (Special Purpose Acquisition Company) Transactions

An interdisciplinary practice advising the full range of market participants on complex transactions involving SPACs.

Special Purpose Acquisition Companies (SPACs), also known as “blank check” companies, raise capital in an initial public offering for the purpose of combining with an existing private company. WilmerHale lawyers have deep experience with complex SPAC transactions, where we draw upon our substantial, interdisciplinary experience with IPOs, mergers and acquisitions, PIPE financings, and other capital markets, financing and public company counseling work, as well as our securities litigation and enforcement and related regulatory capabilities. We regularly work with SPACs and their sponsors in SPAC IPOs and their initial business combinations, and with private companies going public through SPAC business combinations. We also represent private equity, venture capital, family offices and other investors in PIPEs and other SPAC-related investments, and investment banks acting as underwriters, financial advisors and placement agents in SPAC transactions. In addition, we represent SPACs, their sponsors, former SPACs, their respective officers and directors and other market participants in SPAC related litigation, regulatory and enforcement matters.

Further, WilmerHale’s extensive experience and longstanding position as counsel of choice to market leaders and innovators in the financial services, life sciences and technology industries, as well as investors in these sectors, gives our clients unique advantages as they consider and pursue deals in these areas.

Experience

  • SPAC INITIAL PUBLIC OFFERINGS

    • Represented Jackson Acquisition Company, a SPAC led by Chairman of the Board of Directors Jeb Bush and President and CEO Richard L. Jackson, in its initial public offering with gross proceeds of $200 million.
    • Represented the underwriter in the $201 million SPAC IPO of Crescera Capital.
    • Currently representing other SPAC sponsors and underwriters in IPOs not yet publicly disclosed in the healthcare, life sciences and technology sectors; and advising companies and investment funds on going public strategies involving SPAC and dual and triple track processes (IPO/SPAC, and IPO/SPAC/traditional M&A).

  • SPAC BUSINESS COMBINATIONS AND PIPES

    • Represented Altimeter Capital Management in Grab Holdings Inc.’s business combination with Altimeter Growth Corp., a SPAC, in a transaction valued at approximately $40 billion, the largest SPAC deal to date.
    • Represented Amplitude Healthcare Acquisition Corporation, a SPAC sponsored by affiliates of Avego Management, LLC and Metalmark Capital, in its business combination with Jasper Therapeutics.
    • Represented the private placement agents in a $60 million PIPE financing in connection with the business combination of eFFECTOR Therapeutics, Inc., a biopharmaceutical company focused on pioneering the development of selective translation regulation inhibitors (STRIS) for the treatment of cancer, with Locust Walk Acquisition Corp., a SPAC.
    • Represented investor in private placement in connection with business combination between Wag Labs, Inc. and CHW Acquisition Corporation.
    • Represented investor in connection with business combination between Circle Internet Financial and Concord Acquisition Corp.
    • Currently advising on other SPAC business combinations and the related financing arrangements such as PIPEs; representing investment fund and other clients in connection with investments in companies undertaking SPAC business combinations and in connection with continuing investments in de-SPAC’ed companies; advising de-SPAC’ed companies on securities law and disclosure matters; and representing management teams and minority stockholders in private equity controlled companies engaged in SPAC business combinations.
    • Other SPAC transactions in which we have been involved on behalf of our clients have included, among others, Thoma Bravo Advantage/ironSource, Longview Acquisition/Butterfly Network, Vesper Acquisition/Hydrafacial, Falcon Capital/Sharecare and HighCape/Quantum SI.

  • SPAC COUNSELING AND REGULATORY GUIDANCE

    • Advising SPAC participants on director responsibilities and other legal and liability considerations including enforcement risks; investment banks and other financial institutions on SPAC-related policies, including research analyst-related policies and derivatives-related policies; and monitoring regulatory, litigation and other developments relating to SPACs.

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