IPO University

Blank Check Company

Also known as a Special Purpose Acquisition Company, or SPAC, this is a shell corporation that raises cash through an IPO, with the intention of acquiring a private business. If a SPAC cannot find an acquisition typically within two years, or if shareholders vote down proposed acquisitions, or if any investor chooses to redeem their unit, unit holders then receive their initial investment back ($10) with an additional interest component. Blank check company IPOs are pitched on the reputation of the management team, which will often include a few experienced dealmakers and former executives of well-known companies (industry operators). The SPAC's insiders give themselves a ~20% equity stake, the "promote," which can be worth anywhere from $10 to $200 million in the event of an acquisition. However, founders also buy enough warrants or units to cover the cash fees owed to underwriters, advisors, and the exchange (their "at-risk capital," often ~2.5% of proceeds) so that the trust is fully funded to cover all potential public shareholder redemptions. Companies that list via SPAC merger might have had a difficult time selling to investors through an IPO, though they are increasingly being seen as a viable IPO alternative. Blank checks are initially offered at $10 per unit, which includes whole or partial warrants, and sometimes a right to receive partial shares. The units then often continue to trade very close to $10 until an acquisition is announced.