SPAC & DeSPAC: Your Path to Nasdaq With Geneva Capital
January 2025
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US IPO & De-SPAC IPO Annual Data
US IPO Annual Data
§ US IPO proceeds for 1H 2023 was S$10.9B, U.S.-listed follow-on and secondary stock sales
increased by 86% over 2022. reached US$28B during May 1 - June 21,
§ IPO proceeds for 1H 2023 vs 1H 2022: 2023, representing a four-fold increase from
Global market decreased by -36% US$7.3 billion in the same period of 2022
Asia Pacific IPO proceeds decreased by -40%
Source: EY Global IPO Trends Q2, 2023
Merge with SPAC
• SPAC is a “Blank cheque” company listed on exchanges – Nasdaq / NYSE/SGX/HKEX.
• SPAC is created by SPAC’s Sponsor:
• Sponsor engaged an investment bank to create, list and fund a SPAC
• Investors subscribe to listed SPAC shares on IPO
• Depending SPAC size, sponsors put up 5.5% to 6.5% of capital
• Sponsor receives approx. 23% of SPAC equity as “Founder Shares”, valued at approx.
23% of SPAC market capitalization.
• Sponsor finds target to merge into SPAC in Reverse merger fashion
• Post merger, target takes over SPAC listing status and money in trust
• Sponsor and Investors reduced to minority stake in merged entity.
SPAC By The Numbers
• SPAC is not a new invention; first SPAC was setup in 1993
• Gained popularity in the 2010’s, peaked in 2020 and 2021
Source: SPAC Analytics & SPAC insider Aug 30, 2023
Merger with SPAC/de-SPAC
SPAC Status Distribution SPAC Targets Qualification Criteria
IFRS Audit Completed; PCAOB Audit Started \ Engaged
496
Merged Traditional Industries : Positive EBITDA
290
Pre-Deal 156 High-Growth Industries : Revenue, More Than USD5M
48 Filed Announced
For IPO
Required Funds: US$700K - US$1.5M For Expenses
2009 ~ 2023 (August)
Valuation Report
Source: SPAC Insiders Nasdaq Co Merger R02 29/05/2021
Merger with SPAC / de-SPAC
Typical Process of DeSPAC
Engaged Consultant for
SPAC Sourcing
Preparing Data Room & Pitch Deck
SPAC Sourcing & Meeting
5 to 8 Months
Letter of Intent
Due Diligence & Negotiation
Signing of Business Combination
Agreement
Submission to SEC
SEC Consent & EGM
US De-SPAC M & A
US De-SPAC M&A Value US de-SPAC deal count Q4 2022
2021 2022 46 De-SPAC
2021 2022
199 deals VS 102 deals Deals Valued at
US$464B US$183B 199 102 US$21.57B
US SPAC IPOs US de-SPAC deal count
Q1 Q4
2021 2022
2022 2022
612 82
15 46 #1
Nasdaq with
71 SPAC IPO
Listings in 2022
US de-SPAC Deals by Industries
Notable Companies listed via SPAC
SPAC Investors’ Preferred Industries
E.V
De SPAC vs Traditional IPO
De-SPAC Traditional IPO
1. From LOI to closing
2. From Initial prospectus drafting to close of IPO
Geneva Services
1. SPAC Sourcing: We source potential SPACs based on market demand, focusing on
merger-ready companies without minimum capital requirements, or alternatively support
new SPAC formation and IPO process.
2. Corporate Structure Advisory: We recommend optimal corporate structure to ensure
business operations are properly organized under a single corporation or parent company
structure.
3. Restructuring Support: We coordinate with relevant professionals to implement any
necessary corporate restructuring for DeSPAC readiness.
4. Due Diligence Coordination: We coordinate with professional firms to support the due
diligence process.
5. Technical Process Support: We coordinate with relevant professionals regarding
documentation, GAAP accounting preparation, audit requirements, valuation, and other
steps needed to complete the DeSPAC process.
Geneva Capital: Completed, Proven & Referenceable Track Record …
Feb 9th (HHLAU) Dec 2nd (CNGL) Feb 16th (SELX) Jan 16th (RIBB)
Jan 16th (KBSX)
Nov 4th (LIBY) Apr 28th (CHEAU) Oct 6th (LATG) Jul 29th (CHEB)
2021 2022 2023 2024 2025
HH&L Acquisition Corp Chenghe Acquisition Corp Chenghe Acquisition I Chenghe Acquisition II
SPAC IPO $414 M SPAC IPO $115 M Acquired from original Sponsor SPAC IPO $86.25 M
Ribbon Acquisition Corp
Liberty Resources Acquisition Corp SPAC IPO $50 M
SPAC IPO $115 M
Semilux International Ltd FST Corp Ltd
Canna Global Acquisition Corp $400 M via DeSPAC with
$305 M via DeSPAC with
SPAC IPO $230 M Chenghe Acquisition I
Chenghe Acquisition Corp
Geneva Team
Bob Lau Triston Soo
Malaysia / Singapore Singapore Anna Zhou
Hong Kong
Angshuman “Bubai” Ghosh Stann Majawit
Japan Malaysia
Readers of this document should contact their attorney and/or financial
adviser and/or any relevant expert to obtain proper advice with respect to
any particular legal and/or financial and/or any other matter.
For further information
[email protected] [email protected]
