Key Takeaways
- In 2020, SPACs accounted for 48% of all U.S. IPOs by number, with 248 SPAC IPOs completed that year raising $83.4 billion
- The first modern SPAC, IPO Venture Corp, was formed in 1993 and completed its acquisition in 1995
- By the end of 2021, over 600 SPACs had gone public since 2019, representing a surge from just 13 in 2016
- In 2023, average SPAC IPO size was $261 million, up 28% from 2022's $204 million
- SPAC returns averaged -50% from IPO to de-SPAC announcement as of mid-2023
- Post-merger SPACs underperformed the Russell 2000 by 35% on average in first year
- In 2023, 159 SPAC mergers announced worth $45 billion total
- Largest SPAC deal ever: Churchill Capital IV's $15B merger with Lucid Motors in 2021
- Average de-SPAC deal size in 2023 was $285 million, down 40% from 2021's $475M
- SEC adopted SPAC rules in Jan 2024 requiring Inline XBRL for projections
- New SEC rules mandate 20-day review period for de-SPAC registration statements
- Post-2022, SEC views SPACs as co-registrants with targets under 1933 Act
- In 2021, SPAC IPOs raised $98B from retail investors comprising 40% of volume
- Average SPAC sponsor promote is 20% equity for 5% cash investment
- Retail ownership in SPACs averaged 25% at IPO but 50% post-redemption in 2022
SPACs experienced a dramatic boom and bust cycle after a 2020 frenzy.
Deal Metrics
- In 2023, 159 SPAC mergers announced worth $45 billion total
- Largest SPAC deal ever: Churchill Capital IV's $15B merger with Lucid Motors in 2021
- Average de-SPAC deal size in 2023 was $285 million, down 40% from 2021's $475M
- 2022 featured 86 completed de-SPACs valued at $25 billion combined
- Tech sector dominated SPAC deals at 35% of 2021 volume, followed by health care at 20%
- PIPE commitments in SPACs averaged $200M per deal in 2021, dropping to $50M in 2023
- From 2020-2023, 500+ SPACs targeted EV/battery sector deals worth $100B+
- Median time to merger post-IPO extended to 26 months in 2023 from 18 in 2020
- 40% of 2021 SPAC deals involved targets outside U.S., mainly Europe
- HealthTech SPACs completed 50 deals in 2021 averaging $400M each
- Annulment clauses used in 15% of 2023 SPAC deals to handle redemptions
- Crypto/Web3 SPACs raised $10B in 2021 but zero completed by 2023
- Average EV/revenue multiple for de-SPACs was 12x in 2021, falling to 4x in 2023
- 2023 saw 20 trust dissolutions totaling $5B in redemptions
- Fintech SPACs peaked with 25 deals in 2021 worth $20B
Deal Metrics Interpretation
Historical Development
- In 2020, SPACs accounted for 48% of all U.S. IPOs by number, with 248 SPAC IPOs completed that year raising $83.4 billion
- The first modern SPAC, IPO Venture Corp, was formed in 1993 and completed its acquisition in 1995
- By the end of 2021, over 600 SPACs had gone public since 2019, representing a surge from just 13 in 2016
- SPACs originated from closed-end funds in the 1980s but evolved into blank-check companies post-DOTCOM era around 2003
- In 2009, only 7 SPACs IPOed raising $736 million, marking the beginning of renewed interest post-financial crisis
- The SPAC market peaked in 2021 with 613 IPOs raising $162 billion, a 10x increase from 2020
- Early SPACs like Fortress Investment Group’s 2007 deal set the template for PIPE financing in de-SPACs
- From 2015-2019, SPACs completed 193 business combinations worth $67 billion cumulatively
- The term "SPAC" was popularized in the early 2000s with David Nussbaum's VCSPACs
- In 2018, SPAC IPOs doubled to 46 from 34 in 2017, raising $10.8 billion
- SPAC 3.0 era began around 2020 with celebrity-backed SPACs like Chamath Palihapitiya's
- Cumulative SPAC IPO proceeds from 2003-2023 exceed $300 billion
- The 2011 SEC rule changes on shell companies boosted SPAC popularity
- By Q4 2021, SPACs outnumbered traditional IPOs 2:1 in deal volume
- SPACs raised 613 deals in 2021 alone, more than the prior 20 years combined
- In 2020, SPACs accounted for 48% of all U.S. IPOs by number, with 248 SPAC IPOs completed that year raising $83.4 billion
- The first modern SPAC, IPO Venture Corp, was formed in 1993 and completed its acquisition in 1995
- By the end of 2021, over 600 SPACs had gone public since 2019, representing a surge from just 13 in 2016
- SPACs originated from closed-end funds in the 1980s but evolved into blank-check companies post-DOTCOM era around 2003
Historical Development Interpretation
Investor and IPO Data
- In 2021, SPAC IPOs raised $98B from retail investors comprising 40% of volume
- Average SPAC sponsor promote is 20% equity for 5% cash investment
- Retail ownership in SPACs averaged 25% at IPO but 50% post-redemption in 2022
- 2023 SPAC IPOs saw 70% institutional allocation vs. 50% in 2021
- PIPE investors committed $60B across 2021 SPACs, led by hedge funds
- SPAC unit IPOs priced at median $10/share, with 2/3 warrants exercisable at $11.50
- Anchor investors took 20% of 2023 SPAC IPO shares on average
- Women-led SPAC sponsors represented 5% of deals in 2021
- Average SPAC IPO roadshow lasted 5 days, shorter than traditional IPOs' 20
- 2022 redemptions hit $70B, with 98% rates in some deals like DWAC
- Institutional investors redeemed 60% less in 2023 SPACs due to better terms
- SPAC sponsor earn-outs averaged 10M shares vesting at $12/share
- In 2023, average SPAC IPO raised $261M from 150M units sold
- Retail platforms like Robinhood drove 30% of 2021 SPAC trading volume
- SPAC IPO dry powder peaked at $140B in mid-2021
Investor and IPO Data Interpretation
Market Performance
- In 2023, average SPAC IPO size was $261 million, up 28% from 2022's $204 million
- SPAC returns averaged -50% from IPO to de-SPAC announcement as of mid-2023
- Post-merger SPACs underperformed the Russell 2000 by 35% on average in first year
- SPAC IPO volume dropped 92% in 2023 to $13.5 billion from 2021 peak
- As of 2024, 85% of 2021 SPACs trade below $10 redemption value
- SPAC redemption rates averaged 90% in H2 2022, leading to cash shortages post-merger
- From 2020-2023, SPACs delivered median 1-year returns of -42% vs. IPOs at +12%
- SPAC market cap peaked at $150 billion in early 2021 before contracting 95% by 2023
- In 2024 Q1, only 7 SPAC IPOs priced vs. 300+ in 2021 Q1
- Average time from SPAC IPO to de-SPAC was 23 months in 2023, up from 20 in 2021
- SPAC NAV discounts averaged 20% in 2023 due to high redemptions
- 2022 saw 71 de-SPACs but only 37 new IPOs, inverting the pipeline
- SPAC volatility index spiked 300% during 2022 bear market
- By 2024, 250+ SPACs liquidated, returning $50B+ to investors
Market Performance Interpretation
Regulatory Environment
- SEC adopted SPAC rules in Jan 2024 requiring Inline XBRL for projections
- New SEC rules mandate 20-day review period for de-SPAC registration statements
- Post-2022, SEC views SPACs as co-registrants with targets under 1933 Act
- PFAS (Projections, Fraud, Accountability, Sponsor) framework introduced by SEC in 2022
- 2024 rules prohibit springing warrants in most SPAC deals
- SEC enhanced disclosures for SPAC conflicts of interest in 2023 amendments
- Under new rules, de-SPAC targets must provide 3 years audited financials
- SEC staff no-action letters in 2023 eased some PIPE registration burdens
- Nasdaq delisting 69 SPACs in 2023 for failing $2.5 NAV threshold
- EU proposed SPAC regime in 2023 mirroring U.S. disclosure standards
- IRS Section 721 exchange rules clarified for SPAC sponsors in 2023
- CFTC oversight increased for commodity-linked SPACs in 2024
- UK FCA banned SPACs from listing in 2023 pending new framework
Regulatory Environment Interpretation
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