SPAC Mergers: A Guide to SEC Filing & Disclosure Requirements
If you are looking for a concise guide to the SEC filing & disclosure requirements applicable to a de-SPAC transaction, check out the 31-page memo from Grant Thornton. It focuses on the information required in SEC filings for a private company being acquired by a SPAC, and also covers some of the key accounting considerations for the combined entity’s financial statements. Here’s an excerpt from the section on determining what entity will be the accounting acquirer:
An important step in every business combination is determining which one of the combining entities is the acquirer for accounting purposes. ASC 805 provides a framework for identifying the acquirer, which requires an entity to exercise judgment and might result in identifying an entity other than the legal acquirer as the acquirer for accounting purposes.
If the business combination is between entities under common control, then the acquisition method of accounting is not applicable, and the guidance in ASC 805-50 regarding common control transactions should be applied instead.
If a business combination is not conducted between entities under common control, then the combined entity should first consider whether any of the combining entities is a variable interest entity (VIE) and which, if any, of the other combining entities is the primary beneficiary of the VIE. The primary beneficiary of a VIE is always the accounting acquirer according to the guidance in ASC 805-10-25-5.
If none of the combining entities is a VIE, well, then determining who the accounting acquire is can get pretty complicated – and although I’m bailing out here, I can assure you that the memo walks through the various permutations.
-John Jenkins, DealLawyers.com March 9, 2021
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