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OUR SPAC EXPERIENCE

OUR SPAC EXPERIENCE - Withum · 2020-02-12 · cf finance acquisition corp. $250m oaktree acquisition corp. $201m conyers park acquisition corp. ii $450m sc health corporation $250m

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Page 1: OUR SPAC EXPERIENCE - Withum · 2020-02-12 · cf finance acquisition corp. $250m oaktree acquisition corp. $201m conyers park acquisition corp. ii $450m sc health corporation $250m

OUR SPAC EXPERIENCE

Page 2: OUR SPAC EXPERIENCE - Withum · 2020-02-12 · cf finance acquisition corp. $250m oaktree acquisition corp. $201m conyers park acquisition corp. ii $450m sc health corporation $250m

Withum is a national CPA and advisory firm with

14 offices across the country, including New York,

Boston and California. The Firm has over 1,200 team

members and annual revenues of $240M, ranking in

the top 25 firms in the country.

Withum is a forward-thinking, technology-driven

advisory and accounting firm, committed to

helping clients be more profitable, efficient and

productive in the modern business landscape.

As an independent member of HLB, the global

advisory and accounting network, Withum serves

businesses and individuals on a local-to-global

scale. Our professionals provide the expert advice

and innovation solutions you need to Be in a Position

of Strength in today’s fast-paced, tech-driven world.

Page 3: OUR SPAC EXPERIENCE - Withum · 2020-02-12 · cf finance acquisition corp. $250m oaktree acquisition corp. $201m conyers park acquisition corp. ii $450m sc health corporation $250m

Our SEC Practice team has been involved with over 70 Special Purpose

Acquisition Corporation (SPAC) transactions and has worked with

virtually every legal and underwriting player in this niche. These

individual transactions have resulted in deals ranging from $50 million

to over $1 billion.

Withum has been the auditor of record for approximately $11 billion of

SPAC IPO’s sponsored by the investment community during the last 24

months, including the largest SPAC IPO since the global financial crisis,

which raised $1 billon in trust proceeds. Withum has emerged as the

firm of choice in the SPAC arena.

SPACEXPERIENCE

WITHUM RANKED NUMBER ONE of non Big 4 firms in total proceeds raised in

IPOs, $19 billion, over the last five years.

withum.com

Withum

Page 4: OUR SPAC EXPERIENCE - Withum · 2020-02-12 · cf finance acquisition corp. $250m oaktree acquisition corp. $201m conyers park acquisition corp. ii $450m sc health corporation $250m

withum.com WITHUM’S SPAC EXPERIENCE

Completed IPO (SEC Registrant Searching for an Acquisition)

TORTOISE ACQUISITION CORP. $233M

HENNESSY CAPITAL ACQUISITION CORP IV $303M

CRESCENT ACQUISITION CORP. $250M

REPLAY ACQUISITION CORP. $288M

DIAMOND EAGLE ACQUISITION CORP. $400M

CF FINANCE ACQUISITION CORP. $250M

OAKTREE ACQUISITION CORP. $201M

CONYERS PARK ACQUISITION CORP. II $450M

SC HEALTH CORPORATION $250M

SWITCHBACK ENERGY ACQUISITION CORP $314M

FINSERV ACQUISITION CORP. $250M

PROPTECH ACQUIISITON CORP. $172M

CHP MERGER CORP. $200M

APEX TECHNOLOGY ACQUSITION CORP. $275M

GRAF INDUSTRIAL CORP. $350M

KBL MERGER CORP. IV $116M

FAR POINT ACQUISITION CORPORATION $633M

SPARTAN ENERGY ACQUISITION CORP. $520m

Page 5: OUR SPAC EXPERIENCE - Withum · 2020-02-12 · cf finance acquisition corp. $250m oaktree acquisition corp. $201m conyers park acquisition corp. ii $450m sc health corporation $250m

BUSINESS COMBINATION

SPACEXPERIENCE

Withum

Our team has been involved in many SPAC business combinations.

We assist the sponsor groups with navigating the Proxy Statement/S-4

reporting requirements for the target company and practical guidance with

the proforma financial statement requirements under S-X Article 11.

We audit the historical financial statements of the target company and

become the independent register public accounting firm post combination.

BUSINESS COMBINATION

Completed Business Combination

CF CORPORATION FGL HOLDINGS

STELLAR ACQUISITION III INC. PHUNWARE, INC.

GTY TECHNOLOGY HOLDINGS INC.GTY TECHNOLOGY HOLDINGS INC.

(6 COMPANY ACQUISITION)

FINTECH ACQUISITION CORP. IIINTERNATIONAL MONEY EXPRESS,

INC.

MODERN MEDIA ACQUISITION CORP. AKAZOO S.A.

HENNESSY CAPITAL ACQUISITION CORP. III NRC GROUP HOLDINGS CORP.

PLATINUM EAGLE ACQUISITION CORP. TARGET HOSPITALITY CORP.

DFB HEALTHCARE ACQUISITION CORP ADAPTHEALTH CORP.

NEW FRONTIER CORPORATIONNEW FRONTIER HEALTH

CORPORATION

HEALTH SCIENCES ACQUISITION CORP. IMMUNOVANT, INC.

SILVER RUN ACQUISITION CORP. II ALTA MESA RESOURCES, INC.

Page 6: OUR SPAC EXPERIENCE - Withum · 2020-02-12 · cf finance acquisition corp. $250m oaktree acquisition corp. $201m conyers park acquisition corp. ii $450m sc health corporation $250m

Withum’s Role in SPAC IPO Process

DELIVERABLES

WITHUM’S SPAC EXPERIENCE

“Seed” auditof the recentlyformed SPACto be included

in an S-1registrationstatement

Reading /review of the

S-1registrationstatement

Assistance tomanagement

relative to SECcomments

Consents forfiling ouropinion in

subsequentamendments

to the S-1RegistrationStatement

Comfort letterto the

underwritersprior to

“pricing”

Bring downletter to

underwritersprior to IPO

closing

“Closing date”balance sheet

audit to beincluded inForm 8-K

Bring downletter to

underwritersprior to

overallotmentclosing, ifapplicable

Note: Each consent will require abbreviated audit update procedures

withum.com

Page 7: OUR SPAC EXPERIENCE - Withum · 2020-02-12 · cf finance acquisition corp. $250m oaktree acquisition corp. $201m conyers park acquisition corp. ii $450m sc health corporation $250m

Note: Each consent will require abbreviated audit update procedures

WITHUM’S FINANCIAL SERVICES

The Firm’s Financial Services Industry Group serves clients reflecting

the diversity of the industry, including hedge fund managers, venture

capital firms, private equity firms, mortgage bankers, SPACs, broker-

dealers and regulated investment companies. The Firm understands the

challenges of operating in a complicated, highly regulated environment,

and how to successfully comply with SEC and other rules which often

require the expertise of independent auditors and consultants.

SNAPSHOT OF WITHUM’S INDUSTRY ASSOCIATIONS

WITHUM FINANCIAL SERVICES

Page 8: OUR SPAC EXPERIENCE - Withum · 2020-02-12 · cf finance acquisition corp. $250m oaktree acquisition corp. $201m conyers park acquisition corp. ii $450m sc health corporation $250m

For more information on Withum’s SPAC Services, please contact:

Jay C. Shepulski, CPA, Partner, Team Leader

T (973) 867 [email protected]

Mark J. Deters, CPA, MS, Partner, Team Member

T (973) 867 [email protected]

Marc Silverman, CPA, Partner, Team Member

T (973) 532 [email protected]

Michael Tenny, CPA, Senior Manager, Team Member

T (973) 867 [email protected]

Joe Fede, CPA, Senior Manager, Team Member

T (973) 532 [email protected]

Visit withum.com to learn more about our services.