How NMS Consulting advises its clients on their SPAC listing

While SPACs – also known as "blank check companies" – have been around for decades, funds raised by SPACs are breaking records in 2021. With a team of M&A and strategy consultants, NMS Consulting advises its clients on preparing and extracting value from SPACs. Senior Manager Arthur Mansourian outlines the firm’s SPAC expertise and solutions.

A special purpose acquisition company (SPAC) is a company with no commercial operations that is formed strictly to raise capital through an initial public offering (IPO) for the purpose of acquiring an existing company. Demonstrating the growing popularity of SPACs, six months into 2021, over $100 billion has been raised in 300+ SPACs in the US alone. 

NMS Consulting advises its clients on creating value through SPACs by drawing upon our team’s extensive transactional expertise. Our services for target companies who are seeking to be acquired by a SPAC include: preparation for being a public entity (due diligence, financials, tax structuring), SPAC sponsor group identification, structure negotiation, governance, and addressing regulatory and compliance requirements. 

Structure

We advise the sponsor group on the most suitable legal entity structure and offering terms. Our experts also help the sponsor group in developing and refining their corporate strategy, industry sector analysis and corporate message for both the capital markets and targets. In addition, in certain cases, we are able to make introductions to parties who may provide additional sponsor capital investment and join the sponsor group.

Management team

It is important that the SPAC have a strong management team comprised of professionals with the necessary experience in both the target industry/sector and public markets. If needed, NMS Consulting can provide members of its team to serve on the SPAC management team as part of our interim management services, or introduce qualified individual(s) to supplement the overall team. 

Target companies may also have a need for an interim management service, to better position themselves for an acquisition. 

We are able to introduce and screen the most qualified professionals taking into consideration track record, availability and costs for the sponsor team. This primarily consists of accountants/auditors, lawyers, insurance providers and investment banks, underwriters and placement agents.

Preparation

Sponsor teams are able to benefit from our expertise in regard to the preparation of all requisite marketing materials, financials preparation, regulatory and corporate governance controls working in conjunction with the SPAC auditor and law firm:

• Preparation of the initial SPAC financial statements
• Preparation of pro-forma financials and models
• Management discussions and analysis (MD&A)
• Dilution and capitalization tables for S-1
• Drafting for Form 10Qs and 10Ks
• Drafting of internal control and review
• Drafting of corporate governance program
• Assist in drafting and preparing certain sections of the prospectus (legal cost savings)
• Preparation of all SPAC sponsor’s marketing for the underwriters and the sponsor investors
• Preparation of target landscape analysis
• Target Acquisition

NMS Consulting is able to provide comprehensive consulting services to the sponsor group for the entire life cycle of the acquisition process. 

Target identification and outreach

Our services in the target identification phase span: due diligence (Financial, Operational, Regulatory and Technical); financial analysis and transaction support to professional service providers; valuations; preparation of investor presentations, pro-forma financials, combined financials presentation of proposed business combination; and post-business services. 

Meanwhile, NMS Consulting specializes in providing the following ongoing consulting services to the management team following the completion of the business combination to ensure a seamless transition to ensure success:

• Strategy
• Creation of integration strategy and approach to maximize shareholder value
• Identification of cost savings/synergies
• Organization design for leadership, controls and workforce optimization
• Change management
• Corporate Governance – Board of Directors, Regulatory and Compliance
• Enterprise Resource Planning (ERP)
• Digital Transformation
• Tax Advisory
• Interim Management (financial, operational, digital) 

With a team of over 150 consultants and offices in North America, Europe and Asia, NMS Consulting is a boutique international strategic, corporate finance and management consultancy.