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SPAC transactions come to a halt amid SEC crackdown, cooling retail investor interest

CNBC | Yun Li | Apr 21, 2021

Number of SPACs per month - SPAC transactions come to a halt amid SEC crackdown, cooling retail investor interest

Key Points

  • After a record of 109 new SPAC deals in March alone, issuance has now come to almost a standstill with just 10 SPACs in April, according to data from SPAC Research.
  • The SEC issued accounting guidance that would classify SPAC warrants as liabilities instead of equity instruments.
  • Bank of America’s client flows showed that retail SPAC buying slowed down significantly.
  • The proprietary CNBC SPAC Post Deal Index has wiped out 2021 gains and fallen more than 20% year-to-date.

SPAC mania has come to a screeching halt.

Just last month, special purpose acquisition companies celebrated a head-turning milestone by breaking their 2020 issuance record in just three-month’s time. After more than 100 new deals in March alone, issuance is nearly at a standstill with just 10 SPACs in April, according to data from SPAC Research.

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The drastic slowdown came after the Securities and Exchange Commission issued accounting guidance that would classify SPAC warrants as liabilities instead of equity instruments. If it becomes law, deals in the pipeline as well as existing SPACs would have to go back and recalculate their financials in 10-Ks and 10-Qs for the value of warrants each quarter.

“SPAC transactions have essentially come to a halt,” said Anthony DeCandido, partner at RSM LLP. “This is going to cost these companies a lot of money to evaluate and value those warrants each quarter rather than just at the start of the SPAC. Many of these groups lack the sophistication internally to do this themselves.”

SPACs raise capital in an initial public offering and use the cash to merge with a private company and take it public, usually within two years. Warrants are a deal sweetener that offers early investors more compensation for their cash.

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