De-SPAC Merger

A Silicon Valley electric battery company with a $10 billion market cap pursued a De-SPAC Merger.

The Challenge

  • Client sought to pursue the transaction on an accelerated timeline;
  • Audited by a Big Four public accounting firm under AICPA standards, however needed a PCAOB Uplift in less than three months;
  • Lack of internal resources in the accounting and finance group;
  • Limited knowledge related to SPAC mergers, SEC matters and the S-4 drafting process.

The Solution

  • Prepared position papers on technical accounting issues and new accounting policies where needed;
  • Reviewed financial statements and footnotes for public company disclosure compliance;
  • Drafted Management and Discussion & Analysis included in the S-4;
  • Drafted selected financial data, pro-forma tables included in an S-4;
  • Drafted accounting acquirer memo for the SPAC merger;
  • Responded to and resolved accounting related SEC comments;
  • Prepared reverse merger accounting entries;
  • Prepared 10-Q and 10-K post DeSPAC merger until the client was able to hire permanent internal staff.

The Result

Clean audit opinion was issued on all historical periods and all SEC comments were resolved promptly and successfully. WM is now engaged on an ongoing basis to prepare position papers on technical accounting issues.