Special Purpose Acquisition Company (SPAC) Services

With increased regulations and sponsor activity, Special Purpose Acquisition Companies (SPACs) face a variety of challenges including U.S. Securities & Exchange Commission (SEC) reporting requirements including implementation of new standards, diligence & integration challenges, technical accounting needs, financial statement audit and internal control compliance. 

EisnerAmper is one of the nation’s largest auditors of SEC registrants, providing audit, tax and advisory services to many publicly held companies. 

Our diverse team combines their industry expertise with years of technical experience, to provide SPACs with the services needed at each stage of the SPAC life cycle. Your day-to-day relationship manager has a wide network of EisnerAmper service professionals who can seamlessly answer any complex questions you may have.

SPAC Services

Phase I:  Formation and Initial Public Offering (IPO) of the SPAC

  • Tax Services, including:
    • Tax treatment of founder shares
  • Technical Accounting Services, including:
    • Analysis of founder shares
    • Analysis of warrants and review of warrant agreements
    • Analysis of other financial instruments issued
    • Assistance with preparation of accounting white papers
  • Outsourced Accounting Services, including:
    • Assistance with Form S-1 filing
  • Audit Services, including:
    • Audit of financial statements included in initial registration statement
    • Issuance of comfort letter

Phase II: Operation of SPAC Prior to Merger with Target (18-24 months)

  • Tax Services, including:
    • Tax treatment of investigatory costs
    • International tax
  • Technical Accounting Services, including:
    • Reevaluation of existing accounting positions taken at the SPAC’s formation
    • Analysis of public and private placement warrants pursuant to the SEC’s statement
      • Warrants accounting white paper
      • SAB 99 analysis
      • Assistance with drafting restatement disclosures
    • Assistance with Management’s Discussion & Analysis (MD&A) disclosures
    • Assistance with responses to SEC comments
  • Outsourced Accounting Services, including:
    • Assistance with audit preparation
    • Assistance with Form 10-Q and Form 10-K preparation
    • Assistance with preparation and review of Form S-4
  • Audit Services, including:
    • Review of financial statements included on Form 10-Q
    • Audit of financial statements included on Form 10-K
  • Valuation Services, including:
    • Valuation of public and private placement warrants
    • Reevaluation of current valuation methodology for warrants

Phase III: De-SPAC

  • Tax Services, including:
    • M&A tax consulting
    • Target tax consulting
    • Compensation planning
  • Technical Accounting Services, including:
    • Business combination for previous acquisitions and upcoming de-SPAC
    • Analysis of financial instruments, including warrants
    • Stock-based compensation (e.g., profits interests)
    • Revenue recognition
    • Consolidation
    • Implementation of new accounting standards (e.g., credit losses and leases)
    • Unwinding Private Company Council (PCC) elections (e.g., goodwill impairment analysis)
    • Assistance with public company disclosures (e.g., related party, segment reporting, earnings per share)
    • Assistance with accounting white papers for various topics including the above
    • SEC reporting for acquisitions under S-X Rule 3-05 significance tests
    • Assistance with responses to SEC comments
    • Assistance with MD&A disclosures
  • Outsourced Accounting Services, including:
    • Assistance with preparation of pro forma financial statements
    • Assistance with preparation and review of proxy statement, including financial data on the proxy statement
  • EisnerAmper Digital Services, including:
    • Internal Controls Over Financial Reporting (ICFR) readiness and design
    • Policies & procedures assistance
  • Valuation Services, including:
    • Purchase price allocation
    • Financial instruments
    • Stock-based compensation
    • Earnouts

Phase IV: Post-Merger & Target Companies