When in doubt, ask Alex Rampell

Alex is very very highly rated by those who know him, but still in the broader scheme of things significantly underrated as a Bay Area tech and finance thinker.  Here is Alex on SPACs:

If the best fundraise (IPO included) aggregates as many potential buyers as possible to raise money at the highest price with the least dilution and lowest fees, it’s hard to understand how a SPAC represents an improvement against those constraints. When a SPAC merges with a target (“de-SPACs”), it’s tantamount to an IPO. The SPAC (already publicly traded, with lots of cash on its balance sheet) and the target company agree on a pre-money valuation for the target; the money sitting in the SPAC becomes the “money raised” (IPO equivalent) with typically a PIPE (Private Investment in Public Equity, a further institutional fundraise / large block sale) done at the same time. As an example, a $500M SPAC might merge with a private company, ascribing a $4.5B valuation to the private company, meaning a $5B post-money valuation of the combined entity. How do we know *this* is the fair price? Should a company meet with one SPAC? Two SPACs? Three SPACs or four? Where is the price discovery?

And while the fee structure of SPACs will likely change, right now it is indisputably a more expensive option with less price discovery. Bankers are paid 5%+ for taking the SPAC public; SPAC investors typically get warrants with their investment; the SPAC sponsor typically gets 20% (of the pre-merger value of the SPAC) for finding a target, so 2% in the above example; a banker is normally hired and paid to handle the merger; a mini-roadshow happens to get approval from the SPAC shareholders AND to potentially secure more cash in the form of a PIPE, for which a banker is also paid.

Most of the post is on why IPOs are less inefficient than you might think, informative and interesting throughout.