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Special Purpose Acquisition Companies (SPACs)

Contacts

Stephen B. Amdur
Partner, New York
T: +1.212.858.1135
Stephen C. Ashley
Partner, New York
T: +1.212.858.1101
Davina K. Kaile
Partner, Silicon Valley
T: +1.650.233.4564
Gabriella A. Lombardi
Partner, Silicon Valley
T: +1.650.233.4670
Jarrod D. Murphy
Partner, New York
T: +1.212.858.1227
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Though Special Purpose Acquisition Companies (SPACs) have been around for decades, they have surged in recent years and can provide an alternative to a traditional merger or IPO. Pillsbury understands SPAC structures and uses a cross-functional team of capital markets, mergers & acquisitions, executive compensation & benefits, tax, and other lawyers to assist clients in crafting an IPO and governance structure that provides maximum flexibility to execute on your post-IPO acquisition strategy and de-SPAC transaction. 

Relying on extensive multidisciplinary capabilities, we advise clients navigating the complex life cycle of SPACs and represent companies in SPAC formation and IPO readiness as well as SPAC IPOs and compliance with NYSE and NASDAQ listing requirements.

We also guide clients through the business combination (or “de-SPACing”) M&A process, and with securities law matters in connection with the de-SPAC process, including SEC filings and corporate governance matters and facilitating the SEC clearance process.

Our lawyers assist clients with structuring complex debt and equity financing arrangements (including PIPEs) to facilitate the closing of SPAC business combinations, equity offerings and committed backstop financings (to backstop redemptions from the SPAC trust account), as well as with successful SPAC exits.

We also maintain key relationships with private equity sponsors and other essential SPAC players and can help facilitate important introductions with potential partners. 

Pillsbury’s Securities Litigation & Enforcement practice regularly advises clients with respect to litigation and enforcement risks from SPAC IPO through de-SPAC. 

Representative Experience

  • Represented Rockley Photonics, Ltd. in its $1.2 billion merger with special purpose acquisition company SC Health Corp., resulting in Rockley becoming a publicly traded company on the NYSE (also represented Rockley in its $150 million financing as part of its merger with a SPAC, which was led by top-tier institutional investors including Senvest Management LLC and UBS O’Connor and participation from Medtronic).
  • Represented Nikola Corporation in its $3.3 billion merger with VectoIQ Acquisition Corp., the listing of Nikola’s common stock on the Nasdaq Global Select market, as well as its $525 million PIPE financing as part of its merger with a SPAC.
  • Represented Archaea Energy LLC in connection with its business combination agreement with Aria Energy LLC led by Rice Acquisition Corporation, resulting in the combined Company listed on the NYSE and values the business combination at $1.15 billion at close—the business combination will create the leading U.S. RNG platform.

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  • Represented The Raine Group as a significant stockholder of Beachbody Company Group in connection with its $2.9 billion SPAC merger between Forest Road Acquisition Corp., The Beachbody Company Group and Myx Fitness Holdings.
  • Represented The Raine Group LLC as a significant stockholder of DraftKings Inc. in connection with its $2.7 billion business combination among Diamond Eagle Acquisition Corp., DraftKings Inc. and SBTech (Global) Limited to form DraftKings Inc.
  • Represented Atlantic Coastal Acquisition Corp. in connection with its SPAC formation and $345 million IPO; continue to serve as counsel for future transactional work.
  • Represented Vincerx Pharma Inc. in connection with its $280 million business combination with LifeSci Acquisition Corp. and the listing of Vincerx Pharma’s common stock on the Nasdaq Capital Market.
  • Represented Gordon Pointe Acquisition Corp. as buy-side Sponsor in connection with its $390 million business combination with HOF Village LLC, with the resulting company renamed Hall of Fame Resort & Entertainment Company.
  • Represented Restaurant Acquisition Partners in connection with its $20 million SPAC offering.
  • Represented Perceptive Advisors in connection with a $400 million PIPE financing of Clover Health as part of a SPAC.
  • Represented Perceptive Advisors in connection with a $400 million PIPE financing of CareMax as part of a SPAC.
  • Represented Acorn Bioventures in connection with a $95 million PIPE financing of Gemini Therapeutics as part of a SPAC.

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