Your Bridge to Public Status.

Done right, a SPAC provides a fast track to capital and a public listing.

AUM Media | The SPAC IR Experts

The special purpose acquisition company IPO and SPAC merger have now emerged as viable alternatives for high-growth private companies to raise significant amounts of permanent capital and obtain public status on an accelerated basis. Hundreds of billions of dollars are now seeking quality SPAC merger targets, creating a very favorable environment for emerging growth companies and venture capital- and private equity-backed "unicorns" to negotiate favorable transactions.

Like the traditional IPO, a SPAC merger enables management to tap new sources of capital, provide liquidity for legacy shareholders and employees, and enjoy a reduced cost of capital through access to the public equity and debt markets in the future. However, by combining with a special purpose acquisitions company, management can complete a listing on NASDAQ of the New York Stock Exchange in a matter of a few months, rather than a year typical of a traditional IPO or direct listing. A SPAC transaction poses specific communications challenges that require a sophisticated, strategic approach.

Communications Excellence Across the SPAC Lifecycle

AUM Media provides comprehensive communications, investor relations, public relations, and visibility support across every stage of the SPAC lifecycle to ensure that our clients can achieve favorable transaction outcomes.

SPAC IPO

Given that initial public offering is quite literally a "blank check" to seek an attractive business combination target, the credibility of the SPAC sponsor team is critical to the deal's success.

In a crowded marketplace of new issuances, institutional investors need to understand the experience, strategy, and alignment of interests between the SPAC management team and public market investors. AUM can provide the message development, presentation training, and materials you need to stand out from the pack, working in close collaboration with your underwriters and financial advisors.

AUM keeps our finger on the pulse of changes in the evolving SPAC structure, including the use of warrants, promote shares, earn outs, and other features that may be important to potential shareholders and are disclosed in your prospectus. Even more important than the "what" of technical features you select is the "why" of how your team will build win-win outcomes for operating management and public shareholders. AUM will craft compliant public relations and visibility campaigns to raise the profiles of the principals as thought leaders within the dynamic sector or geographic region in which your sponsor group focuses. Visibility is a force multiplier for serial SPAC sponsors who wish to develop strong brand associations with private companies, financial sponsors, and public investors.

SPAC Target Search Phase

During the search phase, AUM can assist with responding to incoming investor inquiries as your IR contact with a dedicated email and maintaining a low-cost web presence that reflects the quality of your brand and is fully compliant with SEC regulations.

PIPE Marketing

Once the sponsors have located their preferred business combination target and entered into a definitive agreement, the deal will typically be marketed on a confidential basis to world-class institutional investors to secure the committed capital to ensure that the deal will close.

These meetings may be the first time that senior management of the private company has met with sophisticated public market investors. Investors will expect management to develop detailed financial forecasts, often stretching many years into the future, that will serve as benchmarks for future performance. These forecasts are critical to establishing the team's credibility and will influence the stock performance for years to come post-merger, so they must be carefully supported with detailed assumptions spelled out.

Concurrently, management and the legal and investment bankers, legal advisors, and auditors should be working full speed on drafting the S-4 registration statement as soon as they sign the definitive agreement. This prospectus will serve as the critical document for marketing the deal to existing and prospective investors. AUM can collaborate with your investment banks to provide presentation training, shape the flow and key selling points of the merger, and provide an audit of the target company's prior communications for effectiveness and compliance. The PIPE will result in substantial amounts of additional capital, so management must convey how it will deploy these funds to earn a high return on capital and secure a moat around its unique business proposition.

SPAC Merger Phase

The next phase of the SPAC transaction is to make a public announcement of the proposed business combination and the filing of a merger proxy statement and prospectus on Form S-4. This is your team’s moment to shine! We will draft the merger transaction announcement and collaborate on your deal presentation. Throughout this period, the combined team of company management and SPAC sponsors must make an aggressive effort to market the virtues of the combined company to Wall Street, including the growth potential, unique value proposition, enhanced management, and board expertise, and the validation by sophisticated institutional investors. AUM will help you fully leverage the flexibility to tell this growth story to the financial media and directly to investors.

We will ensure that all press releases and public communications are consistent with the definitive proxy statement and prospectus. We will assist management in engaging with leading SPAC research funds that are likely to issue opinions on the proposed business combination. If the stock price trades above the value of the cash in trust, this provides a very positive signal that the vast majority of shareholders will both approve the transaction and retain their share ownership in the combined entity. For this to happen, it is essential that those long-only institutional investors who focus on your industry sector become intimately familiar with your story in short order.

Elements that come into play at this phase include proxy solicitation, conducting virtual and in-person roadshows, and planning for a listing day ceremony on NASDAQ or NYSE in New York with the brand-new stock ticker and public company identity. AUM will maximize positive attention towards the deal in the financial media and secure broadcast opportunities for senior executives. And we will arrange an Analyst Day to provide the option for all the leading sell-side and buy-side analysts who cover the sector, to get to know the breadth of your management team, understand your products and service road map, and gain confidence in your ability to execute your growth strategy.

Public Company Readiness

While the SPAC process can be all-consuming during the rush to complete the merger, management must invest the resources to be ready out of the gate to act like a mature public company. The critical path includes robust internal controls for financial reporting, a balanced and mature board structure, and finance and accounting personnel well versed in SEC accounting issues and the conduct of PCAOB-compliant audits.

AUM can help establish robust public company disclosure policy and procedures, develop templates and systems for quarterly financial reporting, and craft a compelling narrative ark of future milestones and visibility events. We will draft press releases and social media content related to investors, manage your IR website, and handle press distribution on your behalf. AUM will develop relationships with all the analysts who cover your sector to set the stage for future sell-side coverage. We will work with senior management to create a customized policy on financial guidance that meets the needs of your stakeholders while maintaining the focus on long-term value creation rather than exacerbating quarterly volatility in your common stock. We will communicate the results of the proxy vote and draft the merger transaction close press release. Our goal is that you appear on stage on Day One acting like a seasoned public company and capture the full benefit of every material business event as you execute your growth strategy.

De-SPAC Phase

Upon completing the transaction, AUM will provide ongoing strategic IR counsel and act as your outsourced IR team if desired. Our services include coordinating with investment banks to arrange regular attendance at industry investor conferences, working with the sell-side to schedule regular non-deal roadshows to attract new investors, and booking appearances on financial broadcast outlets in conjunction with important milestones.

We will arrange your quarterly earnings press releases and earnings calls, complete with investor presentations. We will monitor trading in your common stock and changes in your shareholder base on an ongoing basis. We will engage in regular investor perception outreach to ensure that your message is clear and getting through to those with capital to allocate in the investment community. And AUM will stand ready to provide high-level counseling and communications support if activist shareholders or short sellers begin to take an interest in your stock.

Services we provide the newly public company include:

  • Comprehensive IR strategic plan

  • Investor presentations

  • IR website development and maintenance

  • Draft and disseminate press releases

  • Quarterly earnings scripts and slide decks

  • Annual reports and fact sheets

  • Social media strategy and content

  • Secure conference speaking opportunities

  • Targeting to enhance sell-side and buy-side coverage

  • Online, print, and broadcast media opportunities

  • Media training

  • Perception studies

  • Disclosure policies and disclosure training

AUM’s Value-Add to SPAC Transactions

Frequently Asked Questions

How is IR different for a SPAC transaction than a traditional IPO?

Because the initial SPAC initial public offering is a blank check offering, it does not require in-depth investor relations support. It is less intensive and lower cost than a traditional IPO. Audit fees are typically a fraction of a traditional IPO, and investment banks should be willing to defer a significant portion of their underwriter’s discount until the SPAC merger closes. However, because many sophisticated venture and private equity investors and hedge funds are now launching serial SPACs, there can be substantial value in a targeted visibility campaign for the sponsoring organization and its principals.

Once the merger target has been secured, then a highly intensive and compressed IR program is required to help drive strategic turnover in the shareholder base from transaction-oriented hedge funds and arbs who may deploy technical trading strategies to trade around the volatility of warrants and common stock and encourage the "natural owners" of the post-transaction company to step in and build positions in the stock. Effective IR at this stage can have a dramatic impact on the gross proceeds realized from the transaction. Also, the company is setting the stage for value creation and credibility post-closing by providing well-supported forecasts that tie to a delineated business strategy and development milestones.

Do you provide IR for the SPAC IPO or the target company?

AUM believes that we can deliver the most significant value by being involved throughout the entire SPAC lifecycle. This allows us to become intimately familiar with the principals leading the deal, the evolving nature of the shareholder base and help shape the story that will define the trajectory of public company post-SPAC. Our depth of experience has provided counsel to over 100 SPACs, IPOs, and follow-on offerings that can provide value at a limited cost in the early stages of the transaction.

Upon closing of the SPAC merger, we are serving the newly public company.

How vital is SPAC research?

Specialized SPAC research firms such as SPACInsider and others may provide notes on the merits of a proposed SPAC merger and have a following among SPAC investors. They also offer another platform to tell the story during deal roadshows marketing the merger transaction. SPAC teams should take full advantage of these opportunities during the marketing phase.

Should I hire an IR firm or an internal IR team?

AUM strives to have a strategic partnership that matches your evolving needs. Many companies find that working with an outside IR consultant is a cost-effective solution that enables them to draw on highly experienced counselors with experience and connections in a wide range of capital markets, branding, communications, and media relations disciplines. Some clients decide to bring on internal IR staff at some point as their organizations grow and need scale, and we are more than happy to collaborate with them as partners.

Will my stockholders change once a merger target is announced?

It is wholly expected and desirable to see a significant turnover in your shareholder base following the disclosure of the merger target, PIPE financing terms, and filing of the definitive proxy. When institutional investors who are knowledgeable about the industry sector buy into the deal at a premium to cash in trust, and SPAC arbs and speculative hedge funds trade out of their positions at a profit, that is a positive and desirable outcome. This type of trading activity is a strong signal that the company will retain the capital from the SPAC trust to deploy in furtherance of their growth strategy. When there is limited trading, and the stock trades at par or a discount to cash, that is cause for concern and calls for a re-evaluation of the messaging and marketing strategy.

Shouldn’t the trading in my SPAC stock “take care of itself?”

It is dangerous and naïve to believe that management can leave it up to market forces to tell your investment story and reach the right potential shareholders for your stock. Remember, the investors in a typical SPAC IPO have relatively little overlap with those who make long-term, fundamentals-based investments. During a traditional IPO, the institutional sales forces of multiple investment banks are calling through client lists to arrange meetings and calls to fill up the “order book.” SPAC teams need to leverage all available partners and resources to get their story out during the SPAC merger process.

Are SPACs frequent targets for short attacks?

It is rare for short sellers to launch a campaign against SPACs before the close of the SPAC merger and de-SPAC transaction since the cash in trust sets a natural "floor" to the valuation of the common stock and thus limits the profit potential of wagering against a decline in the share using short sales or derivative instruments. However, following the de-SPAC process, short-sellers may view former SPACs that are pre-revenue or pre-profitable as attractive targets for an attack, mainly if they are trading at a high valuation a low-cost borrow available. Elements that short sellers will focus on include revenue forecasts that are unsupported or unlikely to be realized, customer relationships that do not represent binding commitments, prior “bad boy” securities violations by management, sponsors, or affiliates, and missed milestones for material product development and launch activities.

In the end, the best defense against short sellers is to disclose truthful, complete, and timely financial and business performance information and avoid any tendency to “spin” or “hype” in regulatory documents and investor communications.