Enzolytics Inc (ENZC)

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The De-SPAC Timeline

After a SPAC and its target company announce their merger agreement, the first phase of the de-SPAC begins and the companies file an S-4 proxy statement with the SEC. The S-4 form provides financial information about the two parties, along with other information that shareholders may be interested in, such as the history of the target company, information about its industry and the backgrounds of its founders and executives. Sometimes the SEC will ask the merger partners to clarify certain pieces of information in the S-4. This first phase usually takes between two to four weeks to complete.

Once the S-4 is on file at the SEC, the merger parties determine the date that shareholders will vote on the merger. A proxy solicitor is hired and begins the process of contacting shareholders to inform them of the upcoming vote and to encourage them to participate. This second phase generally takes another two weeks to complete.

In the final phase, which lasts about two weeks, the target company holds a road show to meet with the SPAC’s shareholders to sell them on the benefits of the merger. If the transaction goes through, the parties will file another document with the SEC, which is called an 8-K. The 8-K form announces the conclusion of the deal, at which point the target company becomes the surviving entity in the merger.

From beginning to end, the whole de-SPAC process may take as little as six to eight weeks to complete, in a best-case scenario. The process can take up to several more months, however, depending on the length of the SEC’s review of the necessary filings.

The De-SPAC Process

For private companies looking for capital to fund growth, a de-SPAC can offer an accelerated path to that goal. In many other ways, using a de-SPAC transaction to gain access to public capital is similar to the IPO process. There is an intense period of work after the merger plan is announced to complete regulatory filings and answer questions from prospective shareholders. The selling of the deal typically happens in a road show over the course of several weeks, after which shareholders have the right to either commit to the merger or not. This last part differs from an IPO in that a SPAC has already raised money, whereas an IPO involves raising new capital. For the company hoping to become public, however, the stakes are the same: They can raise the capital they’re hoping for, they can get more than they’re hoping for, or they can get less.

https://www.netsuite.com/portal/resource/articles/erp/de-spac.shtml