The SPACtacular Rise of the Special Purpose Acquisition Company: A Retail Investor’s Worst Nightmare

Abstract

Special Purpose Acquisition Companies (SPACs) are non-operating entities seeking public listings with the sole intention of subsequently acquiring other companies. Once a target has been acquired, the SPAC de-lists and the newly enlarged group reapplies for listing as a, now publicly-owned, operating entity, thereby streamlining the process to IPO for the target. SPACs have surged in the US recently, with SPAC sponsors making concerted efforts to attract not only institutional, but also retail, investors. With a view to invigorating SPAC activity in the UK, new regulations have been introduced that will enable UK SPAC sponsors to mimic the structure of US SPACs. However, in this article, it will be discussed that unlike the more benign nature of traditional UK SPACs, the typical US-style SPAC is simply a financial instrument for institutional investors built upon the investment of retail investors, and promoting such an evolution in the UK may be misguided.

Keywords: SPACs, Special Purpose Acquisition Companies, Listing Rules, IPO, Retail Investors, UK Listing Review, Blank Check Companies, Reverse Mergers

JEL Classification: G18, G30, G34, G38, K20. K22