Since January 2020 there have been over 400 SPACs in the US alone, raising over 87 billion dollars. SPACs (or special purpose acquisition companies) are not new, but they are now attracting interest across the globe, especially in Asia, which has emerged as a hotspot for SPAC acquisitions. There, many upcoming and ready-to-be-listed tech unicorns and start-ups are ready to go public. This unprecedented growth has also led many stock exchanges in the APAC region to reimagine their SPAC regime and look at changing their regulations to meet evolving market demands.
DFIN proudly sponsored the inaugural SPAC Asia Summit 2021 on October 7, 2021. The event offered a comprehensive platform for SPAC sponsors, advisors, legal practitioners, and business owners to come together to discuss the latest challenges, legal & tax implications, market trends and deal dynamics.
This article summarises key highlights from the event’s main panel discussion, “Pre- and post-SPAC IPO considerations. The timing, strategies and complexities of SPACs”.
Speakers:
- Peter McMillan, Managing Director and Head of Sales, APAC, DFIN
- Neha Gupta, Subject Matter Expert, Deloitte
- Prapti Acharya, Director, Strategy & Transactions Tax (M&A), Ernst & Young
- Michael Bellin, PwC Deals Partner & IPO Co-leader PwC (USA)
Moderator: Rohit Gupta, Vice President of Arc Capital, Singapore.
Key insights and takeaways:
1. The market landscape - an overview
‘2020 was a record year by anyone's measure in the SPAC World', said Bellin. The number of SPACs rose sharply in the U.S. in 2020 – a trend that continued into 2021. Meanwhile, Singapore recently entered into the SPAC market while India and Hong Kong bourses are releasing new SPAC consultations and listing regimes.
In 2020, the U.S. market welcomed almost 250 SPAC IPOs, raising approximately $76 billion in capital. By Q3 2021, there were over 450 SPACs listed in the U.S., representing about $116 billion in capital. Currently, over 400 SPACs are looking for their targets throughout the globe, Bellin added.
At the same time, the IPO market in India is booming, said Neha Gupta. The Indian stock market hosted about 30 IPOs in 2021 – with 23 companies filing IPO applications in August alone. She believes at least 5 to 7 Indian companies might choose the SPAC listing route by the end of 2021 or in 2022. ‘There is still a lot of excitement among Asian targets’, she added.
2. The common challenges facing SPAC sponsors globally
The timeline of SPACs is a key issue for sponsors across the world. Acharya said that quite a few of the SPAC transactions Ernst & Young had been working on were called off because the timeline was not possible. ‘If you have a US SPAC and you have a target in Southeast Asia, you can't just collapse the companies so that it becomes a US-listed company. The restructuring process is very long and complex.’ Acharya added.
Bellin added that SPAC activities significantly slowed down after the SEC (the U.S. Security and Exchange Commission) introduced new regulations that froze the market in April 2021, although numbers have started to recover since then. Singapore’s latest proposal requires the listing company to be a Singapore entity – but Acharya says enabling any entity to be listed could make the process ‘exponentially faster and can generate more traction’.
3. Tax implications and concerns over entity structure
According to the panellists, most of the developing countries in Asia don't have very mature legislation, or the tax authorities aren't as mature as they are out in the West, Acharya said. The new rules on indirect transfers – introduced in China and India several years ago – require any operating entity that is based in those countries - but has holding companies outside those countries - to pay capital gains tax when shares of the holding companies are transferred (for example, when executing a De-SPAC transaction). Indonesia and Vietnam have since followed suit, although the regulation in India and China has matured so that, In India, for example, the capital gains tax will be triggered only if a ‘substantial part of the asset’ (the group’s whole valuation) is in the country. Acharya also shared insights on tax benefits and implications for entities located in different jurisdictions of Southeast Asia.
4. The role of technology in helping SPAC sponsors effectively screen and evaluate APAC targets
Peter McMillan explained that it was not uncommon for ‘target companies to come to DFIN thinking they’re ready and that they’ve done the work, but they need guidance on how to reach out to investors’. With the recent pandemic restrictions, ‘being able to effectively and securely connect with relevant investors virtually is a really major component of getting the deal done.’
Apart from due diligence, DFIN also supports companies on PIPE financing, preparing financials in a collaborative environment and driving public company readiness through an integrated platform of service and technology solutions. As many companies don’t have the expertise in the listing process, especially in a compressed timeframe (for De-SPAC), ‘being able to leverage our guidance and expertise to implement technology can take a lot of time off the process.’ said McMillan.
DFIN is the only company that provides end-to-end capital markets solutions from SPAC to De-SPAC. By partnering with just one provider, DFIN’s clients benefit from streamlined efficiency and cost savings. As of September 30, 2021, DFIN has executed over 30% of all SPAC and De-SPAC deals globally in 2021.
