What is SPAC?
In short
A "blank-cheque" company that raises money in an IPO and later merges with a private company to take it public.
Also known as: de-SPAC, blank check
A SPAC (Special Purpose Acquisition Company) is a "blank-cheque" company: it has no business of its own, and its sole purpose is to raise money in an IPO, then find a private company, merge with it and so take it public.
How a SPAC works
- IPO. A SPAC usually sells $10 units. A unit often consists of one share and a warrant (a right to buy shares later). The money raised is held in a dedicated trust account.
- Searching for a target. The sponsor team usually has 18–24 months to find a company to merge with. If it fails, the money is returned to investors.
- The merger (de-SPAC). A deal is announced and shareholders vote. An investor who disagrees can redeem shares for their slice of the trust (about $10 plus accrued interest).
- After the merger, the SPAC's ticker changes to the new company's name and ticker.
Risks
- Dilution. Sponsors get a large stake (typically about 20% of post-IPO shares) for very little; warrants also add new shares later.
- Post-merger performance. Many de-SPAC companies have fallen sharply after merging; projections are often optimistic.
- Paying above trust value. If you buy SPAC shares above trust value, redemption does not fully protect you.
Also, the trust money is usually held in interest-bearing government securities — a separate question for halal investors; see Shariah screening and the methodology.
Example
A fictional SPAC:
- IPO: 20,000,000 shares × $10 = $200M into the trust.
- Sponsor shares: 5,000,000, acquired for almost nothing.
- Total shares: 25,000,000 → sponsor stake 5 ÷ 25 = 20%.
- Trust money per share: $200M ÷ 25M = $8, even though public investors paid $10.
An investor buys 1,000 shares at $10.50 after the deal announcement. The redemption value is $10.20:
- If they redeem: (10.50 − 10.20) × 1,000 = a $300 loss.
- If they stay in and the stock falls to $6 after the merger: (10.50 − 6) × 1,000 = a $4,500 loss (≈ −42.9%).
Mistakes and tips
Before buying a SPAC, find out its trust value and redemption deadline — every dollar paid above trust value is unprotected.
Work out the dilution from sponsor shares and warrants: there is often less real money behind a "$10" share.
Look at the company's actual revenue and profit, not the optimistic projections in the merger announcement.
Frequently asked questions
- Can a SPAC stock fall below $10?
- Before the merger the price usually stays near trust value, but once the merger closes the redemption right is gone and the price can fall well below $10.
- How is a SPAC different from a regular IPO?
- In a regular IPO the company lists itself and goes through the full offering review. With a SPAC, an empty company lists first, and a private company then merges into it, entering the market through the "back door".
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