Corporate Law Firm Partner and Legal Executive (New York and São Paulo), PhD, LLM, CCEP-I, Columbia Law School Visiting Scholar, IBGC Certified, Board Member, Theo’s Father, Road Cyclist
It’s not a SPAC, it’s a SPARC! Hedge fund manager Bill Ackman has filed a new kind of blind pool with the SEC. He registered subscription warrants to purchase shares of a company called Pershing Square SPARC Holdings, Ltd., a new Delaware corporation (“SPARC”). SPARC is the acronym for “special purpose acquisition rights company”. It is a shell corporation formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses. But, unlike a SPAC, Ackman is not raising capital from public investors at the time of the filing. Instead, the SPARC is distributing, at no cost to the recipients, subscription warrants, called special purpose acquisition rights, or “SPARs,” to purchase the shares of SPARC at a future date in connection with a potential business combination. The SPARC will not raise capital from public investors, until after it has entered into a definitive agreement for a business combination and distributed to SPAR holders a prospectus included in a post-effective effective amendment to the registration statement that provides comprehensive disclosure of the proposed business combination. Check out the main differences between a SPAC and a SPARC in this post's table. And here's the final prospectus: https://lnkd.in/dNpcKCrA Thanks to Jeffrey A. Koeppel for bringing this to my attention and putting together the table! More details also here: https://lnkd.in/d2THNK-p
