I have an opportunity to invest in a pre-IPOSPAC以赞助商的方式。赞助商具有与他们想要的目标类型相关的强大背景。我以前从未投资过SPAC，但是尽管我了解它们的工作方式，但我可以对如何考虑回报和概率使用一些指导。我的理解是关键风险是他们不do a merger- is that right? Or are there other KEY risks I ought to be factoring in? Their focus is several verticals within tech, which is a competitive space where everybody is essentially looking.
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Comments (20）
当您说赞助商条款时，您的意思与赞助商推广相同吗？IE。以0.01美元的价格购买的股票？
如果他们做任何交易，那么荒谬的主张。几乎可以免费分享。您正确的主要风险是没有交易。给定350多个预先交易的空间寻找/争夺交易，但赞助商肯定会激励他们尽力而为
I'm sorry I should have clarified - perhaps a better way to describe is insider terms. I'm being offered these shares at $2/share, but I think they will resemble sponsor terms more so than classicshareholder terms because有人告诉我是否没有合并，我都失去了全部。
好的，我得到了一些澄清。实际上，这些实际上是赞助商的股票，除了实际的赞助商支付其名义费，而我将支付$ 2/股+认股权证。如果我们假设股票以10美元（如果不是较低的话）结算，则，并说我的钱被锁了两年（他们希望获得） + 1年锁定（确保安全），这是一个值得的主张吗？我是在这里猜测还是投资？而且，如果我真的猜测，我是否最好猜测比特币并随时进行流动性？
Would be helpful to hear it from anHF专业的观点。
除了HFprofessional which I'd want to hear, if SPAC units are being offered at 10/unit (including the common share + whatever fractional warrant), are you being offered a discount on the entire unit? Put another way an 80% discount to unit? All of what I'm asking applies to pre-IPO for avoidance of doubt
赞助商之前有一个备用记录，还是这是第一个跨度？这里最大的事情是确保您与赞助商保持一致。您是否真的与赞助商有关您投资的条款的赞助商？还是他们在促进您？您的投资是否用于资助传统的SPAC营运资金 - 即承销，法律，会计费 - 还是专门用于基金信任过度化？您在赞助商经济学的份额是否会受到未来稀释？SPAC单元的术语是什么？Just Fyi-第一次，SPAC发起人极不可能以低于$ 10.10的信任，1/2的逮捕令，18个月男高音和 +$ 0.10的价格高。那里有数十亿个技术跨度，所以我可能会认为信任是10.20美元。另外，如果您还没有考虑过，请准备在前端稀释您的赞助商经济学以锁定IPO锚定订单，然后再次在后端，以塞入管道。
You are right that the key risk is there is no merger. SPAC sponsors have traditionally had a great risk/reward profile. If you dont find a deal you get a 0 and if you do find a deal you are looking at = > 5-6x MOIC minimum. However, the right tail has greatly come in over the last four to six months as more and more sponsors have to give up economics forIPOanchor orders. The space your management team is focusing is highly competitive, especially with SPACs.
哇,这些都是很好的estions, thank you. I'll ask.
我将投资于赞助商本身，除了每股2美元的买入价格 +认股权证。如果他们不合并，那是$ 0。如果他们进行某种形式的合并，则收益取决于股票在股票后交易的位置。我认为赞助商有65％的机会达成协议。我的钱被锁定了〜3年是否有意义？
Will your risk capital contribution be proportional of your sponsor share ownership? I.e., if you are funding 20% of risk capital you should expect to own at least 20% of the sponsor. Don't do any deal where risk capital contribution > sponsor share ownership. At ~$2 create and share range between $0 to $10 with a 65% probability of getting a deal done, I think you are creating your investment at an expected high teens to low twentiesIRR超过三个years. I wouldn't do this, but YMMV. FYI, there is a current trend in the SPAC market with sponsors targeting non-SPAC or novice SPAC investors because the main guys have either pulled out of the market or will only invest on vulture terms, so you need to make sure you're not being taken advantage of by the sponsor. Highbirdge will still do a SPAC deal and quickly close if they can rip eyes out, for example.
非常有帮助，谢谢。我将拥有赞助商的股份，如果您愿意的话，不直接拥有SPAC的赞助商股票。我认为，通过让我支付$ 2/股+认股权证，而实际赞助商获得SPAC股票的名义价格，这可能意味着我的风险资本供款将低于我的赞助商股票所有权。公平地说，这只有少量（$ 50k）。当您说自己不这样做时，是因为高年级20年代IRRis just not attractive enough for a speculative investment? In absolute dollar terms it obviously won't make me a lot of money, so I concede that, but I'm curious to just understand why that kind ofIRR似乎对您没有吸引力。
I don't necessarily disagree with most of the things Associate 2 inPEsaid on this, but thought I'd add in my $0.02 as someone who has been a 4x member of SPAC sponsors in the past couple years (two acquisitions closed, one announced, one recent IPO), and who has advised a number of sponsor clients/underwritten multiple SPACs from anIBperspective:
1. $2.00 is, based what I've heard from other prolific institutional risk capital investors, maybe a little bit pricy for founder's shares in a first-time sponsor's SPAC, but it's a somewhat better deal with the warrant included (figure a pre-IPO value of maybe $0.25 per? Hard to say without knowing if it's a 1/4, 1/2, or full warrant). Typically for people of this level (i.e. first-time sponsors), institutional investors are coming in more at the $1.00 - 1.50 range per founder's share, but to be honest would not surprise me if it's actually lower now given the glut of low quality SPACs out there.
2. Assuming this is a pre-IPO investment, the specific use of proceeds is sort of irrelevant - that money is usually raised concurrently with theIPO, and is all contributed to a single pot that is then disbursed as营运资金所必需的needs and other transaction expenses. I have not encountered anything like "your money will go to xyz expense" in a pre-IPO setting, and does it really matter anyway? I assume that you would receive the same equity as any other individuals regardless of the purpose of your investment. Extensions wouldn't happen until the SPAC is on the verge of expiring anyway, so I wouldn't necessarily come in with the expectation that it'll happen (although I similarly wouldn't peg it as an unlikely outcome).
3.您与赞助商实体签订的购买协议的类型可以在很大程度上定义您对投资的进一步潜在风险的程度。您的股份围绕您的股份（注册权利，转让权，对没收等的保护等）可能会有或可能没有特定的权利或保护，而无需阅读订阅协议本身，因此很难评估。
4. Considering that the sponsor equity is generally fixed in quantity (20% of the post-IPOshares outstanding），我不认为稀释IPO投资者是一个关注的问题（对于后端的管道投资者也是如此）。假设您购买了固定数量的证券（与赞助商实体的所有权相比），则主要赞助商集团应承担对原本未经抵制的赞助商权益进行分叉的责任。但是，这再次取决于您投资的具体条款，并且很难盲目评估。我要担心的真正问题是，最近的SPAC交易是赞助商后端的血液浴缸。赞助商经常被没收/推迟其在平庸交易上的权益的50％，因为它现在完成交易是如此有竞争力。这似乎是与稀释的语义上的区别，但现实是，对证券（而不是赞助商公司中的百分比所有权）的真实购买可能与这些潜在问题相对隔离。
5. A potentially undiscussed point here that I would like to raise is that the idea of syndicating your risk capital investment to the point of accepting $50k investments from individuals at $2.00/share is a bit of a red flag to me. I've dealt with a sponsor that syndicated out a $2.5M risk capital fundraise to >40 individual HNW investors (!!!) and that was an incredible shitshow for a variety of reasons. First, it's alarming because you want the actual SPAC operators to be highly motivated to get a good deal done, and the fact that an individual such as yourself was approached with the opportunity to invest a relatively small amount of capital in my mind implies that they're casting a wide net in terms of raising money for the front-end. If this is the case, then they are likely going to end up putting in relatively little of their own money, and this is, frankly, a terrible situation for an investor. In this market, with this much competition, having a highly motivated operator is critical, and when they have nothing at risk, it can become extremely problematic. Secondly, it can create enormous logistical issues on the back-end, as sponsor economics are very frequently subject to a number of negotiations around lockups, forfeitures, deferrals, support agreement terms, etc., and it can make deal execution very challenging if you need to approach a huge syndicate of investors to sign off on every little thing.
总体而言，我个人认为，您最终会 *损失 *金钱，但是赞助商经济学的风险/回报确实受到了巨大的打击。此外，私人/HNW投资者可能最终会首先承受任何没收/损失的首次损失，因为资金往往会做得更好，可以更好地保护自己，偶尔会将交易人质持有人质以保护他们的投资。如果您可以让他们直接向您出售股票，而不是作为赞助商实体的一部分所有者，这将在保护您的投资方面大有帮助 - 我会尝试看看是否可能。
I think one thing you should first ask yourself is why are you being offered this seemingly sweet deal. Why you. Do you bring some sort of expertise to the table? Connections?
如果这个管理团队是如此热门的交易，为什么他们需要为像您这样的人提供折扣条款。也许是因为他们找不到任何人可以进去，而他们渴望这笔钱？我肯定会问其他人在这些条款上购买谁，看看他们是否享有盛誉。
很抱歉成为这种愤世嫉俗的人，而不是个人对待您，但是每次这样的交易都在您的桌子上打出您的桌子时，您都应该问自己卖方的动机是什么。
公平地说，CEOis my friend (from school but not close) and I'm the one who asked if they were offering to friends and family after I看到了S-1filed. He said they have made a small allocation available for those interested. He was very clear that there's no pressure on me to invest and that he's intentionally not blasting it to everyone because he wouldn't want friendships to sour if the money is lost.
A SPAC typically has to fund transaction expenses that come out to low teens % of the promote (i.e. a $200m SPAC has a $50m promote and sponsor needs 11% or $5.5m to fund the formation of the SPAC). Otherwise meaning a sponsor has to fund $1.10 to get $10 + partial warrants out if a deal closes with no forfeitures/earnouts and it trades at "deal value". So that's a 9x+ return if deal goes as planned (again, with no earnout).
他们以$ 2的价格向您提供回报（您支付$ 2和$ 2-1.1 = $ 0.90的差额可能会降低其成本基础，即大量果汁IRR/MOIC). That's all there is to it: you're paying up a little bit for opportunity of -100% / +500% while sponsor moves their risk reward on tail to much higher % return.
They're doing all the work to find the target and close a deal, why should you get same ups as them forsponsor economics？首次出去筹集者，赞助商的合作伙伴可能没有550万美元的现金来资助自己也不容易。
除了加密货币之外，在短时间内五袋没有多少机会，所以我要这样做。不过，这绝对是首次赞助商的风险。
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