So, what on earth is a SPAC? A SPAC, or Special Purpose Acquisition Company, is typically a shell company, meaning it lacks business operations, revenue, or products. Sponsors/investors create the SPAC and file an initial registration statement (S-1) with the U.S. Securities and Exchange Commission (SEC). The SPAC goes public through an IPO, listing its share prices at approximately $10. For a maximum of 24 months, the SPAC can negotiate a merger with a private company that wants to go public. After the merger is complete, the company is no longer a shell company but rather a public company whose "shell" has been filled by the strong private company. Depending on the initial evaluation of the company, investors can make a lot of money (increased share price) or tank the company by withdrawing their investment and receiving a refund, or by holding their shares through the merger and shorting the company later if they expect the share price to fall.
Why might a company be interested in merging or being acquired by a SPAC as opposed to traditional IPOs? Well, there are several reasons, such as the potential for more efficiency, reduced risk in terms of market volatility, greater capital raised once public, and easier access to large corporations & high-profile investors. However, underlying risks surrounding SPACs provide another, more cautious angle into M&A. If SPACs fail to merge or buy the target company within the 18-24 month time limit, then the SPAC disbands and is forced to reimburse the credited investors who bought its shares, leaving the founders down millions. Even if the SPAC does find a suitable company to fill its "shell", SPACs have historically been associated with scams, which leads to trust issues, a bad reputation, and a lower ROI for its investors. For this reason, smaller companies with fewer resources tend to go public through SPACs, whereas larger, more well-known companies often opt for the traditional IPO method.
While the timeframe between the creation of a SPAC and its merger with a target company is relatively short (usually about 12-18 months), there are several steps needed in order to achieve this goal. By understanding the inner workings of SPACs, specifically the process of raising capital and taking a company public, it becomes easier to understand their effect on the stock market. The first step is to organize a small group of sponsors and investors to create the SPAC and file an initial registration statement (S-1) with the U.S. Securities and Exchange Commission (SEC). This small management team, typically composed of a CEO, CFO, and other board members, takes the SPAC public through an initial public offering (IPO) in order to raise capital, and all funds raised are placed in a trust. Once public, the SPAC is traded, and individuals, most commonly accredited investors, buy shares for around ~$10. The allure for investors to buy shares of SPACs is that they can trade the SPAC shares without fear because if they believe the SPAC is going to fail, they can request a refund for each share of the SPAC + any interest accumulated over that period. Now that the SPAC is public and has raised millions of dollars in capital, it has 18-24 months to negotiate an acquisition with a private company that's looking to go public. The SPAC is a shell company, often referred to as a "blank check company", and it has the incentive to "fill" the space by going to companies and, to put it bluntly, say, "We are a publicly traded company with access to millions of dollars upfront. You're looking to go public, but aren't big enough to do so on your own through a messy IPO. Let's make this quick and merge so that you can go public without the risk of an IPO, while getting the benefits of injecting shares and value into your company - depending on the initial evaluation of our merger." Simple enough.
While SPACs may be the best option for a smaller, less connected company, larger companies will often avoid SPACs, given that they don't see the incentive for themselves as compared to a smaller company. Now, after the merger is complete, the company is no longer a shell company but rather a public company whose "shell" has been filled by the strong private company. If the price of the merged company skyrockets, then the company will reap the benefits. If not, then the SPAC has failed and investors are reimbursed their initial investments, leaving the SPAC's initial management team down millions.
While SPACs can mitigate the risk of a private company going public, once the merger is completed, the success of a SPAC is almost entirely dependent on the market and prone to investor volatility. For example, iLearningEngine's merger with Arrowroot Acquisition group resulted in a $1.4 billion initial evaluation; however, the stock began to decline rapidly due to allegations from Hindenburg Research LLC, ultimately filing for bankruptcy a few months later (iLearningEngine Faces Nasdaq Delisting after Bankruptcy Filing, 2024).
Although it may seem that SPACs are all gloom and doom, some SPACs are very successful. For example, Draft King's merger with Diamond Eagle Acquisition Group (DEAG) resulted in an initial expected evaluation of $2.7 - $3.3 billion after going public under the ticker DKNG on April 24th, 2020 (Where Are They Now? – DraftKings|SPACInsider, n.d.). One year after the merger, DKNG skyrocketed to well over $6 billion one year after the merger. Since the DEAG's IPO, the stock has seen a return of over 330% as of August 2025 (Where Are They Now? – DraftKings|SPACInsider, n.d.). In other words, the success of Draft Kings and failure of iLearning Engines reveals that it is important to consider that SPACs are two-edged swords.
Hundreds of companies go public each year, each having significant repercussions on the stock market and affecting millions of investors. By understanding the inner workings of Special Purpose Acquisition Companies, investors can make educated decisions on where and when to invest their money. As AI in finance continues to make rapid advancements, newfound investing strategies, market analysis, and research tools, all powered by AI, will be at the forefront of stock market success. In order to stay ahead of the curve, investors have to understand the roots of basic M&A, specifically SPACs, so they can use the newfound tools AI will create to succeed in the ever-evolving stock market.
Citations
iLearningEngines faces Nasdaq delisting after bankruptcy filing. (2024, December 27). Investing.com Canada; Investing.com. https://ca.investing.com/news/sec-filings/ilearningengines-faces-nasdaq-delisting-after-bankruptcy-filing-93CH-3768601
DKNG. (2024). Nasdaq.com. https://www.nasdaq.com/market-activity/stocks/dkng
Where Are They Now? – DraftKings|SPACInsider. (n.d.). New.spacinsider.com. https://www.spacinsider.com/news/nick-clayton/where-are-they-now-draftkings-sbtech
Glasner, J. (2023, May 18). A Bunch Of AI-Related Companies Are Going Public Via SPAC. Crunchbase News. https://news.crunchbase.com/public/ai-companies-spacs-ilearning/
Young, J. (2020, November 24). Special Purpose Acquisition Company (SPAC). Investopedia. https://www.investopedia.com/terms/s/spac.asp
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