Return of the SPAC: Surviving the De-SPAC

The deal announcement is just the beginning. In Episode 2 of their two-part series, Embark's Nicole Harger and Adam Olsen get into the accounting and reporting mechanics that determine whether a de-SPAC actually succeeds on the other side of closing. The complexity surprises even experienced finance teams. This episode is the preparation they wish they'd had.

In this episode:

• What public company readiness actually means for a private target, and why the de-SPAC process tests it rather than creates it
• PCAOB audit requirements, Reg S-X compliance, and the finance function capacity demands that can't be built during the transaction
• The accounting acquirer determination under ASC 805: why the legal acquirer and the accounting acquirer are often different entities, and why it matters
• How redemption scenarios can flip the accounting acquirer conclusion, and what that means for pro forma financial statements
• Reverse recapitalization mechanics: no goodwill, no fair value step-up, and why the operating company's history becomes the combined entity's history
• Warrant classification under ASC 480 and ASC 815-40: the 2021 restatement wave, what triggers liability classification, and the quarterly income statement consequences that follow
• Earnout accounting: when it's compensation under ASC 718, when it's contingent consideration, and how liquidity event triggers can create mark-to-market exposure
• The Form S-4/merger proxy, the Super 8-K's four-business-day clock, and why that deadline has no exceptions
• ICFR obligations post-closing: why de-SPAC companies don't get the newly public company grace period, and what that means for the first annual report

If you haven't listened to Episode 1 yet, start there. The deal structure decisions covered in Episode 1 and the accounting consequences covered here are more connected than they might seem.