SPACs Start Adding Caveats to Statements Following SEC Warnings

The Securities and Exchange Commission’s warning shot to the blank-check industry is reverberating throughout the complex, prompting the first of what could be hundreds of restatement filings.

At least six special purpose acquisition companies submitted filings this week, including one of venture-capitalist Chamath Palihapitiya’s Social Capital Hedosophia Holdings Corp. SPACs and Northern Genesis Acquisition Corp., addressing the SEC’s accounting guidance set forth last week.

The regulatory body said that SPACs may need to account for warrants -- securities issued to early SPAC investors -- as liabilities, rather than as equity. To the chagrin of the industry that guidance ran counter to common practice. Filings from Vertiv Holdings Co., FG New America Acquisition Corp., Altimar Acquisition Corp. and Mallard Acquisition Corp. all included the message that previously audited financial statements “should no longer be relied upon.”

A torrent of such filings might be on the way. There are more than 500 pre-deal SPACs trading on U.S. exchanges and at least 58 companies that have merged with SPACs -- almost all of which were compelled to review past financial statements to determine whether accounting differences were significant enough to require financial restatements.

“It’s a pain in the butt for issuers,” Matthew Tuttle, chief investment officer of Tuttle Capital Management and who runs an actively-managed SPAC ETF, said. “But it’s nothing more than a speed bump really. The full intent of the SEC might’ve been to just slow things down a bit.”

Adds Julian Klymochko, CIO of Accelerate Financial Technologies, who runs a SPAC-focused ETF: “The bigger deal is sentiment. We had zero SPAC IPOs this week, and only a couple deals -- I can’t recall a week when there were that few announced.”

The new issuance market for SPACs has all but frozen and the pace of deal announcements has slowed as sentiment has soured. But perhaps there’s a clue in the noise of financial restatements that could give some investors an edge. “If you see a restatement and two days later a deal announcement -- hey, maybe there’s something there. Maybe it’s a signal,” Tuttle said.

Of the early bird filers Northern Genesis has an announced deal with Canadian electric truck maker Lion Electric and Social Capital Hedosophia Holdings Corp V, one with personal finance company Social Finance Inc.

SPAC shares were little changed midday in New York on Friday.

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