MBP offers specialized audit and advisory services to support SPAC sponsors and SPAC targets in Asia.
MBP and our parent company, Marcum LLP, have been involved in more special purpose acquisition company (SPAC) transactions than any other audit firm. We are the only audit firm to have a dedicated SPAC team in Asia. MBP performs all audits for Marcum in Greater China, and MBP is a top-five auditor for Chinese companies listed in the U.S.
Our SPAC team has worked with SPAC sponsors, underwriters, and targets. We draw on wide-ranging experience with both the initial public offerings and subsequent business transactions consummated by such companies. MBP has designed our audit platform to deliver technical expertise, efficiency, and urgency required by SPAC IPOs. And we can provide high-quality, PCAOB-compliant audits for private companies that are contemplating entering a SPAC merger.
How SPACS Work | The MBP Advantage
MBP delivers the comprehensive audit and advisory services that SPACs require across their lifecycle to facilitate successful transactions for SPAC sponsor teams and private companies considering going public by way of a SPAC vehicle.
SPAC IPO Phase
Our highly efficient workflow enables MBP’s SEC practice to deliver timely, PCAOB-compliant audits for the SPAC initial public offering registration statement. Because our team has completed hundreds of special purpose acquisition company audits, we can anticipate and respond to SEC comments effectively. We also supply comfort letters to the underwriters and conduct a post-closing audit of the newly funded SPAC balance sheet filed on Form 8-K.
SPAC Search for Target / SPAC Compliance Phase
MBP will provide periodic reviews and annual audits for the public company as the SPAC management team or sponsors conduct their search for a compelling business combination target. Given the importance of timely audited financials to a successful SPAC merger, we can advise the PCAOB-readiness of a prospective private company merger candidate and provide fast-track audits for targets that do not have compliant audited financials.
Merger Approval & De-SPAC Phase
Following the business combination’s shareholder approval and consummation of the acquisition, MBP can provide ongoing SEC audits and quarterly reviews to the newly public company. Our extensive experience working with Asian companies and a strong team on the ground are decisive advantages in providing efficient service to enable timely reporting and instill public market confidence.
SPACs as the “New IPO”
Recently SPACs have emerged as a credible alternative to an initial public offering for high-growth private companies seeking access to the public markets.
Management teams should carefully evaluate if their investment story, growth strategy, internal capabilities are a good fit for a SPAC merger. Potential advantages include:
- An accelerated path to public status
- Sizable amounts of committed capital
- The potential value-add of experienced SPAC sponsor team
Given the complexity of the SPAC structure and highly negotiable economic terms, management teams should educate themselves and find experienced advisors attuned to the market’s rapid evolution. The target company not only needs to provide detailed financial information for a successful merger, but its management team also needs to be “public company ready” in a matter of a few months. Advanced preparation can place the private company in a much stronger position to attract quality SPAC teams and institutional investors in a concurrent PIPE transaction.
Deep SEC Experience with SPACs
MBP has a dedicated team providing audit services to SPACs based in Asia or evaluating potential Asian targets. We are among the very few firms that offer PCAOB-compliant audits in Greater China with a sizable team on the ground in Asia. MBP and our parent firm audit over 250 SEC registrants firmwide, and we have expertise in audits of internal controls to comply with Section 404 of Sarbanes Oxley.
Our Key Services
- Annual audits of SPAC IPOs and SPAC targets
- Quarterly reviews
- Registration statements
- Merger proxy statements
- Comfort letters
- PCAOB-readiness assessments
- Financial due diligence
SPACs in Asia
SPACs are becoming more widely embraced by private companies and the private equity and venture capital communities in Asia as an attractive way to raise capital and attain public status. Our fully integrated client service model for Asian SPAC audits includes a team of senior-level, bilingual audit professionals who are highly trained in SEC and PCAOB accounting principles and audit standards and well-versed in the realities of how business is done in China.
Operating out of five regional offices across China, our China team is backed by some of the industry’s most experienced technical and industry accounting experts from Marcum LLP. MBP’s audit quality is inspected by the Public Company Accounting Oversight Board (PCAOB) and enjoys established working relationships with the U.S. stock markets and regulators, including the Securities & Exchange Commission (SEC).
Broad Coverage of Industry Sectors
MBP has specialized expertise in the sectors that have seen high activity in SPAC mergers, including technology, healthcare, renewables, consumer, and education. We are familiar with the technical accounting issues that arise and are equipped to provide financial due diligence and audit readiness assessments of potential targets.