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Special Purpose Acquisition Companies (“SPACs”) are companies formed to raise capital in an initial public offering (“IPO”) with the purpose of using the proceeds to acquire an operating business or assets to be identified after the IPO. Vinson & Elkins has expansive experience forming and representing SPACs in their IPOs and representing SPACs, target companies and investment banks in their business combinations and related financings.

From the legal issues impacting SPACs to the business and industry issues that affect their advancement, our team possesses comprehensive knowledge regarding SPAC structures, IPOs and business combinations, and can widely assist parties considering the formation of a SPAC or a SPAC business combination.

For more information, download our SPAC primer, which provides an overview of SPACs, including a comparison to an operating company IPO, their capitalization and economic structure, governance considerations, and the post-IPO target acquisition and subsequent De-SPAC process.

 

Experience

  • Agriculture & Natural Solutions Acquisition Corporation, a SPAC, in its $345 million initial public offering

  • Nabors Energy Transition Corp. II in its $305 million initial public offering

  • Underwriters to ECP Environmental Growth Opportunities Corp., an ESG-focused SPAC, in its $345 million initial public offering

  • Switchback II Corporation, an NGP Energy Capital Management affiliate, in its $2.3 billion business combination with electric transportation company Bird Rides

  • The Lion Electric Company, a leading designer, manufacturer and distributor of all-electric medium and heavy-duty urban vehicles, in its $1.9 billion combination with Northern Genesis Acquisition Corp., a SPAC

  • TPG Pace Tech Opportunities, a SPAC, in its $1.7 billion business combination with Nerdy Inc., a direct-to-consumer platform for live online learning

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At Vinson & Elkins, we bring decades of knowledge, skill, and experience to our clients’ most complex legal matters.

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Insights

Event Recaps

‘Right Time’ for SPACs: Capital Markets Assessment at Fourth Palm Beach CorpGov Forum

Ramey Layne participated in the Fourth Annual Palm Beach CorpGov Forum, hosted by IPO Edge and CorpGov, on November 13-14.

November 13, 2024

November 13, 2024 • 2-minute read

Client Alerts

SEC Approves Final SPAC Rules

On January 24, 2024, the U.S. Securities and Exchange Commission (“SEC”) approved final rules relating to special purpose acquisition companies (“SPACs”). The final rules follow the SEC’s issuance of proposed rules on March 30, 2022, and the receipt of 115 comments on such proposed rules.

January 25, 2024 • V&E SEC Update

January 25, 2024 • 9-minute read

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Event Recaps

Common Issues with Post-SPAC Combination Companies

The panel addressed issues commonly dealt with by companies after they complete a SPAC business combination.

November 15, 2022

November 15, 2022 • 1-minute read

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