Marcum has represented issuers and worked with underwriters and targets of special purpose acquisition companies (SPACs). We have wide-ranging experience in both initial public offerings (IPOs) and subsequent business combinations entered into by such companies. This experience gives us a thorough understanding of the intricacies of the SPAC process.

  • Marcum is one of the top audit firms in the SPAC industry.
  • Marcum has a dedicated SPAC service group comprised of professionals in Marcum offices across the country.
  • Marcum has been one of the top auditors in the specialized SPAC IPO market since 2015, auditing more than 250 SPAC IPO transactions between 2015 and 2021.

THE TOP IPO IN 2020 WAS AUDITED BY MARCUM

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Raising the most among all IPOs last year, totaling $4 billion, it was also the largest-ever IPO by a SPAC according to Audit Analytics.

ONE OF 2020'S TOP AUDITING FIRMS

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Marcum represented 92 of the 248 SPAC IPO issuers in 2020, including the largest-ever IPO by a SPAC – who raised more than $31.5 billion of the $83 billion generated by these transactions in total.

Services for each of the three phases of the SPAC transaction

  • 1. IPO Phase
  • 2. Search Phase
  • 3. De-SPAC Phase
  • Registrant entity is formed.
  • Founder’s shares are issued.
  • Financial statements including comprehensive notes are prepared by management.
  • A substantially complete Registration Statement (including financial statements) is delivered to auditors.
  • Auditor completes the audit under PCAOB (“Public Company Accounting Oversight Board”) standards, review registration statement, and authorize confidential submission of draft registration statement (DRSA) with the SEC.
  • SEC initial review period commences (generally 30 days).
  • Auditor assists with response to SEC comments.
  • Auditor reviews updated registration statements and authorizes confidential submission with the SEC.
  • SEC comments are cleared.
  • Registration statement declared effective.
  • Underwriting agreement executed.
  • Auditor issues comfort letter to underwriter.
  • SPAC commences trading.
  • Auditor issues bring-down comfort letter immediately prior to close.
  • Trading closes.
  • Auditor completes post-closing balance sheet audit and issues opinion to be included in a current report on Form 8-K, to be filed within 4 days.
  • SPAC is now subject to the reporting requirements of the Securities Exchange Act of 1934 and must file 10-Ks and 10-Qs with the SEC.
  • Auditor is required to review each 10-Q, audit the 10-K, and authorize filing with the SEC.
  • Auditor is also often engaged for transaction services, including due diligence and/or quality of earnings services on SPAC targets.
  • Auditor may be consulted on structuring matters and financial statement requirements to execute transactions.
  • SPAC has signed a definitive agreement with a target.
  • Proxy statement is prepared:
    • Audited financial statements.
    • Unaudited interim financial statements.
    • Unaudited combined pro-forma financial statements.
  • Auditor reviews proxy statements and authorizes filing with the SEC.
  • If the auditor for the target is different from the SPAC auditor, both audit firms will review the proxy statement and authorize filing.
  • SEC comments and response process commences.
  • Comments are cleared.
  • Proxy statement is mailed.
  • Vote on transaction takes place.
  • Transaction closes.
  • Following the close of the transaction SPAC auditor may be required to reissue audit report in connection with various filings with the SEC

PCAOB Audit Vs. GAAS Audit

  • GAAS audit – conducted under Generally Accepted Auditing Standards.
  • GAAS audit focuses more on “what” the numbers are and a PCAOB audit additionally focuses on “why” and “how” the numbers got there.
  • Auditor independence rules are much stricter under PCAOB Standards.
  • Significant limitations on services an auditor can provide in connection with a PCAOB standard audit.

SPAC Accounting & Reporting Advisory Services

Marcum LLP has extensive SEC knowledge and experience to assist you in navigating SEC rules and regulations which give rise to complex issues and questions.

SPAC Accounting & Reporting Advisory Services

  • Pre-Filing Support
  • Registration Statement Prepartation
  • File and Respond to SEC Comments and Super 8-K
  • Post-Merger Continuing 1934 Act Assitance
  • Continuing Support
  • Technical assistance with SPAC transaction
  • Prepare or review public company and Regulation S-1 compliant financial statements
  • Analyze/Revisit critical accounting areas and documentation
  • Prepare financial statements and analysis of carve-out financials for S-1 compliance
  • Draft proxy statement
  • Draft tie-out binder supporting information and footnotes in the registration statement
  • Assist in completing the GAAP and SEC checklists
  • Assist with SEC preclearance matters
  • Provide assistance to resolve comments received from the SEC and external auditors to understand the substance of the comment and resolve in filing
  • Assist in drafting amendments to the registration statement to reflect SEC comment responses and any material developments
  • Assist in drafting and review of Super 8-K, ensuring compliance with timing and required disclosures
  • SEC Reporting – Assist in preparation of the Company’s Form’s 10-K, 10-Qs, and 8-K (optional)
  • Assist with establishment of policies for month-end, quarter-end, and year-end close process (optional)
  • Help develop governance and compliance practices (optional)
  • Draft SOX compliance program (optional)
  • Technical assistance with accounting for:
    • PIPE funding
    • Rights of various preferred, founders, and common stock
    • Warrants
    • Forward purchase commitments
    • Other complex debt and equity vehicles
  • De-SPAC preparation and acquisition transaction assistance

SPAC IPO Readiness: IPO Focus Areas

"Hot Button" Issues for SEC/SEC COmment Trends

  • Revenue recognition
  • Equity and stock based compensation
  • Common stock valuation
  • Complex financial instruments and related assumptions
  • Acquisition – business combination
  • Investments
  • Related party transactions
  • Disclosure quality and completeness
  • Segment reporting

Equity/ Stock Based Compensation

  • Analyze the cap table and ensure all stock ownership records are up to date
  • Understand the terms of all warrants and convertible instruments and determine how filing an IPO will affect their treatment
  • Review the articles of incorporation and by-laws
  • Understand and evaluate the capital structure
  • Prepare for SEC comments on common stock valuation

Other Areas To Consider

  • Goodwill and intangible assets with related impairment charges, if any
  • Foreign currency translation issues
  • Contingencies
  • Inventory valuation and reserves
  • Earnings per share calculations
  • Management’s discussion and analysis
  • Recently issued accounting standards
  • Compensation and related disclosures
  • Pro Forma issues

Quarterly Financial Information and Financial Statement Disclosures

  • Preparation of quarterly financial statements
  • Review Financial statement disclosures – prepared in accordance with US GAAP and includes disclosures specific to SEC registrants
    • Segment Reporting
    • Management basis if accounting judgment
    • Compute EPS for all periods
    • Any rationale for non-GAAP measures
  • Resolve and address all other critical accounting matters
  • Drafting of registration statement - F-Pages & MD&A

Representative List of Marcum’s SPAC Initial Public Offerings

Issuer Led Underwriter Offering Size IPO Date
PWP Forward Acquisition Corp. I Citigroup $200,000,000 March 10, 2021
Agile Growth Corp. Citigroup/Jeffries $200,000,000 March 10, 2021
Digital Transformation Opportunities Corp. Barclays $200,000,000 March 10, 2021
Colonnade Acquisition Corp. II Barclays/Deutsche Bank $200,000,000 March 10, 2021
ESM Acquisition Corporation Credit Suisse Securities $200,000,000 March 10, 2021
SVF Investment Corp. 3 Citigroup/UBS/Duetsche Bank/Cantor Fitzgerald/Mizuho $200,000,000 March 9, 2021
Independence Holdings Corp. Citigroup/Deutsche Bank $200,000,000 March 9, 2021
SVF Investment Corp. 2 Citigroup/UBS/Duetsche Bank/Cantor Fitzgerald/Mizuho $200,000,000 March 9, 2021
First Reserve Sustainable Growth Corp. Barclays/Goldman Sachs $200,000,000 March 5, 2021
Tribe Capital Growth Corp. Cantor Fitzgerald $200,000,000 March 5, 2021

REPRESENTATIVE SPAC MERGER TRANSACTIONS

Stock Symbol Company Name SPAC Entity
HCCO SOC Telemed Healthcare Merger Corp.
PTAC Porch.com PropTech Acquisition Corporation
SAQN CuriosityStream Software Acquisition Group Inc.
ORSN Ucommune Orisun Acquisition Corp.
NFIN Triterras Fintech Netfin Acquisition Corp.
CPAA Advantage Solutions Conyers Park II Acquisition Corp.
PIC CXL Fleet Pivotal Investment Corporation II
SMMC Billtrust South Mountain Merger Corp.
HYAC Arko Holdings Haymaker Acquisition Corp. II
NEXT NextDecade Corp./ Harmony Merger Corp.

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Special Purpose Acquisition Companies (SPAC)

Other SPAC focused services

Consulting Services

  • Pre-Filing Reports
  • Registration Statement Preparation
  • File and Respond to SEC Comments and Super 8-k
  • Post-mMrger – Continuing 1934 Act Assistance
  • Continuing Support

Compliance Services

  • Sarbanes-Oxley Readiness and Compliance
  • Controls Optimization
  • Corporate Governance Assessment
  • Regulatory Risks (HIPAA, Anti Corruption)
  • Human Resource Compliance
  • Federal and State Regulations

Risk Advisory

  • Risk Assessment and Audit Plan Development
  • Enterprise Risk Management
  • Internal Audit Outsourcing and Co-Sourcing
  • Information Technology Audits
  • Internal Audit Creation and Transformation
  • Internal Controls Consulting
  • Data Analytics for Internal Audit
  • Quality Assurance Reviews
  • Vendor, Royalty and Construction Audits
  • Fraud/Forensic Investigations
  • Technical Accounting Projects

Valuation & Business Analytics Services

  • Tax Reporting
  • Financial Reporting
  • Fairness Opinions and Trransaction Advisory
  • Litigation Support
  • Complex Financial Instruments
  • Business Case and Feasibity Analysis
  • Real Property and Tangible Assets
  • Structured Products

Contacts

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David C. Bukzin

David C. Bukzin

Vice Chairman

  • Assurance
  • New York, NY
Anthony  Basile

Anthony Basile

Partner

  • Assurance
  • New York, NY
David  Grossman

David Grossman

Partner-in-Charge - Assurance Services - Houston

  • Assurance
  • Houston, TX
Edward  Hackert

Edward Hackert

Partner

  • Assurance
  • New York, NY
Matthew M. Jahrsdoerfer

Matthew M. Jahrsdoerfer

Partner

  • Assurance
  • New York, NY
James  LaRocca

James LaRocca

Partner

  • Assurance Services
  • Melville, NY
Luis  Leon

Luis Leon

Partner

  • Tax & Business
  • New York, NY
Janet  Levy

Janet Levy

Partner

  • Assurance
  • New York, NY
Natalie  Verbanac

Natalie Verbanac

Partner

  • Assurance
  • New York, NY