![]() The proxy statement, forecasts and related considerationsįor more information, please visit the event website.Securities law and financial statement requirements.PIPE and other capital raising transactions in connection with de-SPACing.Key considerations in connection with the definitive agreement.The SPAC IPO market and notable de-SPAC transactions.The original SPAC sponsors or their affiliates also may enter into forward agreements, as well as support and voting agreements.ĭuring the Practising Law Institute’s De-SPACing: Overview, Special Securities Law and Financial Statement Considerations and Derisking the Process with a PIPE Transaction session, Mayer Brown partners Anna Pinedo and Edward S. Marketing the PIPE transaction to potential investors alongside the de-SPACing process may be part of the overall investor outreach. In addition, in order to mitigate risks associated with SPAC shareholder redemptions, as well as to provide additional capital for the continuing public company, most de-SPAC transactions are now accompanied by a PIPE transaction. From negotiating the letter of intent to the definitive merger agreement and the various ancillary agreements, there are a number of differences to consider. While this is generally a merger, this is not your typical public company merger. To determine the amount of the required financing and to secure the marketing of the PIPE transaction, the SPAC will often seek to obtain commitments from existing SPAC shareholders or affiliates not to redeem SPAC shares in connection with a business combination. A SPAC’s initial business combination is often referred to as a de-SPACing transaction.
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