SPAC Advisory

Before pricing, we read the actual instruments: the warrant agreement against the ASC 815-40 classification rules, the charter’s redemption mechanics, and the founder share and anchor arrangements. At the close, we book the structure correctly the first time: all redeemable Class A in temporary equity at redemption value under ASC 480-10-S99, the presentation the 2021 restatements enforced once the staff rejected the net-tangible-asset carve-out that had kept some shares in permanent equity; warrants classified per their terms with the private placement legs typically at fair value under the SEC’s April 2021 warrant statement; issuance costs allocated between the instruments with the warrant-liability portion expensed, the trust funded and presented, and founder shares and any anchor allocations measured and placed. The deliverable is an opening workpaper set the auditors test once and every later quarter rolls forward from, plus the valuation approach for the warrants agreed with the audit team before the first mark is ever due.

What we do: We review the instruments before pricing and deliver the IPO close workpapers every later quarter rolls from.

We run the reporting cycle as a standing service: each quarter, the Class A remeasurement to current redemption value (trust earnings drive it) accreted against APIC and deficit, the warrant fair value marks on the pre-agreed methodology, trust income with the current and franchise tax provisions a shell still owes, and the going-concern disclosure under ASC 205-40 recomputed against the real charter dates rather than pasted forward. Around the numbers: the 10-Q and 10-K packages, certifications, XBRL, and the audit coordinated on a shell-sized budget. Because the entries are formulaic once set up correctly, the value is consistency: the same positions, the same workpapers, rolled quarterly with no drift for reviewers to find.

What we do: We run the quarterly package as a standing service: accretion, marks, trust taxes, and disclosure, without drift.

Each extension event has a defined accounting sequence we run end to end: redeeming shares settled out of the trust with the temporary equity rolled for the redemptions, sponsor contributions or extension loans papered and classified (promissory notes convertible into warrants get their own instrument analysis before signature, not after), and the 1% excise tax accrued on covered redemptions against equity, which reaches Delaware SPACs and is reduced by shares the SPAC issues the same tax year in the IPO or a PIPE, updated at every vote and reassessed at liquidation where the complete-liquidation mechanics can change the answer, the treatment detailed on the SPACs page. We also keep the disclosure honest: revised charter dates flowing into the going-concern language, net tangible asset implications flagged, and who bears the excise tax stated plainly, because the target’s negotiators will ask.

What we do: We account each extension and redemption event end to end, excise tax accrual included, and keep the disclosure dates real.

We carry the SPAC’s side of the transaction: its financial statements and updates into the S-4 or proxy statement, the SPAC-column inputs to the redemption-scenario pro formas, and comment-letter responses on the shell’s own positions while the target handles its half. Just as valuable is reviewing the deal terms for accounting consequences before they lock: earnout structures, sponsor share vesting, warrant amendments, and PIPE instruments each have classification consequences (covered on the SPACs page) that are one drafting sentence away from a remeasured liability the combined company carries for years. A term sheet reviewed in an afternoon prevents the post-close accounting nobody modeled.

What we do: We carry the SPAC's side of the S-4 and read the deal terms for classification consequences before they lock.

We close the SPAC’s ledger properly and hand over a package the target’s team can actually use: final trust settlement and redemption mechanics, the closing warrant marks and instrument schedules the combined company assumes, transaction cost tallies split for the APIC-versus-expense allocation, the excise tax position through the final redemptions, and the equity detail that feeds the reverse recapitalization entries and exchange-ratio EPS. Where we serve both sides, the handoff is internal and the Super 8-K assembles from work already done; where the target has its own advisors, our closing binder is built so their first question is answered before it is asked.

What we do: We close the SPAC's ledger and deliver the binder the combined company's opening entries and Super 8-K build from.

A wind-down is a defined project, and we run it as one: the final redemption of public shares from the trust with the closing equity mechanics, the liquidation-context excise tax analysis (complete liquidations can change the excise outcome, and the position deserves a memo, not an assumption), settlement of sponsor loans and accrued costs against whatever sits outside the trust, the final 10-K or 10-Q and the deregistration filings, and the last tax returns a shell still owes. Sponsors who liquidate one vehicle cleanly preserve the track record and the auditor relationships the next vehicle depends on, which is the actual stake: the wind-down is what investors and audit firms remember.

What we do: We run the liquidation as a defined project: final distributions, the liquidation excise analysis, and the closing filings.