SPECIAL PURPOSE ACQUISITION COMPANY

SPAC Transactions

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Special purpose acquisition company (SPAC) transactions offer private organizations an alternative to a traditional initial public offering (IPO). However, involved parties are still required to comply with similar accounting and financial reporting requirements, oftentimes on an accelerated timeline.

MorganFranklin understands the unique challenges of preparing for and executing a merger transaction with a SPAC. Our seasoned experts not only assist with SEC compliance, but also stand up and enhance accounting and finance functions so that you are better prepared for the rigor of operating as a public company.

Effectively Enter the Public Market

MorganFranklin’s SPAC merger transaction services provide immediate support, offering special attention around the de-SPAC process. Our team of experts quickly supplement staff, address SEC reporting requirements, provide de-SPAC filing support, conduct due diligence, implement scalable ERP systems, and more. Our proven methodology enables you to successfully enter the public market through acquistion by a “blank check company,” provides the accuracy required throught the de-SPAC approval process, and ensures you’re best prepared for life as a public company.

Areas of assistance include:

  • Preparing regulation S-X compliant annual financial statements and footnotes
  • Quarterly SAS 100 readiness for all relevant quarters (as needed) in advance of the independent auditors executing their review procedures
  • The preparation of all accounting and financial sections of the Proxy Statement, inclusive of MD&A, selected and summary financial data, capitalization, and dilution
  • Technical accounting matters and preparation of memorandum and support schedules
  • Audit readiness support to assist in the step-up to PCAOB compliant financial statements
  • Fielding questions and drafting responses to SEC comment letters
  • SOX readiness support to assist in evaluating processes and controls for public company compliance requirements
  • Project management of the regulatory review process in connection with the above workstreams
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Operating as a Public Company

MorganFranklin enables your company to complete its de-SPAC merger on time and prepares you for the rigor of operating as a public company.

We apply a structured approach that includes:
  • Assessing and Implementing Technology

An effective technology solution is a critical component for an efficient financial statement close process and effective internal and external reporting. MorganFranklin will work with your company to identify and assess current system capabilities and weaknesses, and provide a customized solution best suited for your financial reporting needs.

  • Organizational Development

Our team can assist with organizational needs, including the design of a future-state operating model and organizational structure, and identifying qualified candidates through our Vaco parent company.

  • Close Process Optimization
Accelerated timelines require accelerated processes. We create effective and efficient close cycles necessary to meet stringent reporting requirements and deadlines.
  • SOX 404 Compliance Readiness

Public companies are required by law to comply with the Sarbanes-Oxley Act Of 2002. We assess, recommend and operationalize the right suite of internal controls, laying the foundation for an efficient internal control environment. We leverage the depth and breadth of our experience to test the effectiveness of internal controls, advance process efficiency, and optimize internal controls.

  • Finance Transformation

Our collaborative approach drives accountability and brings real-world perspectives to support your organization’s problem solving. Our team can assist your company with operational accounting, financial process improvements, financial technology enablement, knowledge capture, stabilization and transfer, and FP&A.

  • Valuation

Our team focuses on providing a full range of valuation services that deliver results, support strategic decision-making, and hold up to scrutiny from key internal and external stakeholders and regulatory agencies.

For us, we were working with a great team from MorganFranklin very early on in our SPAC process, and I can’t speak highly enough of the benefit of having a team of advisors that are experts in the field, have seen this, have walked other companies through similar situations because there are a number of things that you as management don’t know to think about yet, and even though you may do your own research, having a team of people who have been through the process, have worked with the SEC before, have access to great resources that they can recommend to you for where to go for assessments or even as you start to fill the bench on your own staff that becomes tremendously valuable.”

– Lauren Webb, CFO, Romeo Power Technology

SPAC BENEFITS

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  • Increased flexibility in telling the Company’s story to investors through the merger proxy as compared to an S-1
  • Flexibility in deal structuring and the ability to accommodate differing interests of multiple sellers
  • Increased market credibility by complementing the management through the SPAC sponsors
  • Greater certainty in terms and conditions as well as transaction pricing

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