Is Going Public via SPAC Regulatory Arbitrage? A Textual Analysis Approach

51 Pages Posted: 25 Apr 2022

See all articles by Yaxuan Wen

Yaxuan Wen

Brandeis University

Mengnan "Cliff" Zhu

Brandeis University

Date Written: March 25, 2022

Abstract

We study the firm's incentives and disclosure practice of going public via Special Purpose Acquisition Company (SPAC). We argue that going public via deSPAC merger is regulatory arbitrage, through which firms circumvent the SEC review process in conventional IPO registration and provide less comprehensive but overconfident disclosures to the public. Using textual analysis, we compare the information content of prospectuses and merger proxy statements in deSPAC mergers to their propensity-score-matched IPO peers. We find that deSPAC merger filings contain 44% less pessimistic statements, 59% more definitive statements, and 56% fewer unique financial words. Additionally, we show that the differences in the above-mentioned aspects become negligible in post-public annual report filings, where identical disclosure requirements applied and regulatory arbitrage no longer exists. Lastly, we document the impact of regulatory arbitrage on the firm's litigation risk and stock performance after going public. We call for unified regulations overseeing alternative going-public methods to maintain information transparency and a fair public capital market.

Keywords: SPAC, IPO, Regulatory Arbitrage, Textual Analysis

JEL Classification: G14, G18, G24

Suggested Citation

Wen, Yaxuan and Zhu, Mengnan, Is Going Public via SPAC Regulatory Arbitrage? A Textual Analysis Approach (March 25, 2022). Available at SSRN: https://ssrn.com/abstract=4066641 or http://dx.doi.org/10.2139/ssrn.4066641

Yaxuan Wen

Brandeis University

Waltham, MA 02454
United States

Mengnan Zhu (Contact Author)

Brandeis University ( email )

Mailstop 32
Waltham, MA 02454-9110
United States

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