What is a SPAC and should you care about it for the FINRA Series 79 exam?

SPACs have grown by leaps and bounds in recent years, and the growth is only accelerating. What will this mean for regulations and the Series 79 exam? Continue reading

It sounds like a securities-industry riddle: what do you call a blank check company with no hard assets that holds a multimillion dollar IPO? But the answer is very real: SPACs (special purposes acquisition companies) are an alternative to traditional IPOs that have exploded in popularity.

What’s a “blank check company?”  A blank check company is an exchange-listed shell company that, according to the SEC, has “no specific business plan or…its business plan is to engage in a merger or acquisition.”

The purpose of a SPAC is to raise money to acquire a privately held company. Think of it as crowdfunding on a massive scale. First, the SPAC sells shares of itself in an IPO. Then it uses the IPO proceeds to fund a merger between itself and a target company. When the merger is complete, the SPAC’s shareholders become shareholders in the target company. Investors buy SPAC shares based on their confidence that the SPAC’s management will complete the merger, and the anticipated value of the shares after the merger.

SPACs have grown by leaps and bounds in recent years, and the growth is only accelerating. The amount raised by SPAC IPOs in 2020 more than quadrupled the amount they raised in 2019. According to Reuters, the total value of SPAC mergers in 2021 has already exceeded the total size of SPAC mergers for all of 2020.

What does this mean for regulations?

As investor excitement around SPACs has heated up, there are indications that the SEC is beginning to take a closer look at this new kind of IPO. On March 10th, the SEC issued a warning against investing based on celebrity involvement with a SPAC. Celebrities with high-profile ties to SPACs include A-Rod, Shaquille O’Neal, Serena Williams, and former Speaker of the House Paul Ryan. Acting SEC Chair Allison Herren Lee recently warned of “more and more evidence on the risk side of the equation for SPACs as we see studies showing that their performance for most investors doesn’t match the hype.”

While none of this guarantees that new rules for SPACs are around the corner, it does make it more likely that FINRA’s Series 79 investment banking exam may begin to include mention of SPACs. They are a topic that investment bankers are increasingly likely to encounter in practice, and therefore are increasingly likely to be viewed as fair game for the exam.

Solomon Exam Prep is ahead of the curve with new material in our Series 79 Study Guide. Series 79 customers can find material on SPACs now included in the online edition of Solomon Study Guide.

Potentially testable points about SPACs include:
  • SPAC are formed by “sponsors,” commonly institutional investors or high net worth individuals, who are compensated with both a portion of the IPO proceeds, as well as an equity stake in the SPAC of up to 20%.
  • SPAC’s typically avoid committing to merge with a specific company, even if the SPAC was formed with the intention of targeting that company. The SPAC’s management may respond to changing market conditions by choosing a different target, subject to approval from the SPAC’s shareholders.
  • After a SPAC goes public, its shares trade freely on exchanges even before it completes a merger.
  • A SPAC must hold at least 85% of proceeds from its IPO in an escrow account.
  • The SPAC commits to return investor funds if it fails to complete a merger within a specified timeframe.
  • As a blank check company with no business operations of its own, a SPAC cannot take advantage of certain options available to more established securities issuers. For example, a SPAC is not permitted to make an electronic version of its road show presentation.

Solomon Exam Prep will continue to follow industry trends and how they affect your licensing exams.

Solomon Exam Prep has helped thousands pass their securities licensing exams, including the SIE and the Series 3, 6, 7, 14, 22, 24, 26, 27, 28, 50, 51, 52, 53, 54, 63, 65, 66, 79, 82 and 99.

Series 66, 2nd Edition, Now Available

Solomon Exam Prep constantly strives to produce the most up-to-date materials in order to give our students the best chance of passing their exam on the first try. Thus, we are proud to announce a new 2nd edition of our Solomon Exam Prep Guide to the Series 66 Uniform Combined State Law Examination. Continue reading

Series 66 2nd EditionSolomon Exam Prep constantly strives to produce the most up-to-date materials in order to give our students the best chance of passing their exam on the first try. Thus, we are proud to announce a new 2nd edition of our Solomon Exam Prep Guide to the Series 66 Uniform Combined State Law Examination. The second edition of the Solomon Series 66 Exam Study Guide includes more examples, visuals and practice questions, as well as additional information on the following topics:

  • Time value of money
  • Discounted cash flow method
  • Business structures
  • Trust and estate accounts, including the taxation of trust and estate accounts
  • Financial goals and strategies
  • Modern portfolio theory
  • Capital asset pricing model, including discussions of alpha and beta
  • Efficient market hypothesis
  • Options strategies
  • Fiduciary responsibilities
  • Investment policy statements
  • Suitability
  • Compensation, including comparisons of investment advisers and broker-dealers
  • Prudent investor standards

According to Solomon Exam Prep President Jeremy Solomon, “The NASAA Series 66 Uniform Combined State Law Examination is one of the most challenging securities licensing exams. After passing the Series 7, people underestimate the Series 66 exam and may not be successful on their first try. With this new edition we have greatly expanded our text and hope to convey the importance of the material the Series 66 covers.”

Regulators have set the bar high for this exam for a simple reason: the Series 66 exam, in conjunction with the Series 7 exam, qualifies you to be a securities agent and an investment adviser representative, so you must know what you’re talking about when giving investment advice or effecting securities transactions. This means that you need to know a lot of information, including the three types of securities registration, the nine types of investment risk, the difference between the strong, semi-strong, and weak forms of the EMH; when a securities professional is permitted to sell non-exempt unregistered securities (never); who may issue a stop order to deny, revoke, or suspend; when rescission is allowed and by whom; what contumacy is and how to avoid it; what prudent investor, suitability, and fiduciary mean—and more!

The comprehensive Solomon Exam Prep Guide to the Series 66 Exam works in three mutually reinforcing ways: it focuses on the most important aspects of the exam, provides you with plenty of practice questions, and continually reminds you why you have to take the test in the ­first place: to protect investors.

With practice questions at the end of each chapter, as well as a helpful glossary, the Solomon Exam Prep Guide will give you the knowledge to tackle the NASAA Series 66 Uniform Combined State Law Examination with confidence!


Solomon Exam Prep has helped thousands of financial professionals pass their FINRA, NASAA, and MSRB securities regulatory exams including the Series 6, 7, 24, 26, 27, 28, 51, 52, 53, 55, 62, 63, 65, 66, 79, 82, and 99. The Solomon Exam Prep training system includes print and digital Exam Study Guides, Online Exam Simulators, Audiobooks, and Video Lectures to address the learning needs of all kinds of test-takers.

Solomon Exam Prep is led by founders Jeremy and Karen Solomon, both of whom maintain a lifelong commitment to advancing learning and education.  Solomon Exam Prep draws from a pool of seasoned educators, practitioners and communicators who are experienced in both investment education and the process of adult learning.

Exam Alert: SEC Raises Regulation A Limit, Creates Tiers

Effective June 19, 2015 the SEC changed the Regulation A registration exemption for small issues. The change moved from the old standard of $5 million or smaller issues to a new standard of $50 million or smaller issues. In addition, there are two “tiers” for Reg A – offerings up to $20 million are Tier 1, and offerings up to $50 million are Tier 2. Continue reading

Exam AlertEffective June 19, 2015 the SEC changed the Regulation A registration exemption for small issues. The change moved from the old standard of $5 million or smaller issues to a new standard of $50 million or smaller issues. In addition, there are two “tiers” for Reg A – offerings up to $20 million are Tier 1, and offerings up to $50 million are Tier 2.

Tier 2 issuers are required to include audited financial statements in their offering documents and to file annual, semiannual, and current reports with the SEC. Also, if a Tier 2 issue is not listed on a national securities exchange, purchasers in Tier 2 offerings must either be accredited investors or be subject to certain limitations on their investment. Specifically, non-accredited investors cannot spend over 10% of the greater their annual income or net worth for a natural person, or over 10% of the greater of their revenue or net assets for a non-natural person.

Sources:
Amendments to Regulation A (SEC document detailing the change)
Regulation A (current version of Regulation A)

This alert applies to the Series 7, Series 24, Series 62, Series 79, and Series 82.

Exam Alert: JOBS Act will change standards for IPOs, securities registration

The Jumpstart Our Business Startups Act (JOBS Act) was signed into law on April 5, 2012. The act lessens regulations for the initial public offerings of certain companies and alters other federal rules. FINRA is expected to change some of its rules to reflect the new standards. Continue reading

The Jumpstart Our Business Startups Act (JOBS Act) was signed into law on April 5, 2012.  The act lessens regulations for the initial public offerings of certain companies and alters other federal rules.  FINRA is expected to change some of its rules to reflect the new standards.

 

Here is a breakdown of the changes:

-IPOs for “emerging growth companies” are subject to fewer restrictions limiting communication between research analysts and investment bankers (Chinese Walls).  An emerging growth company is defined as a company with less than $1 billion in annual revenue that had its first IPO no more than five years ago.  This has been estimated to cover as much as 90% of companies looking to go public (Source: Reuters).

-Banks are allowed to publish research reports on emerging growth companies immediately after they take them public.  The old rule required a 40 calendar day quiet period for IPOs.

-There are fewer restrictions on advertising emerging growth companies to accredited investors.

-Emerging growth companies are exempt from certain disclosure requirements.

-Startup companies can sell small amounts of shares to several investors to raise up to $1 million without being required to register the security (crowdfunding).  An investor can contribute up to at most $10,000, though the individual maximum may be lower based on the investor’s annual income or net worth.

-The Act increases the number of shareholders a non-bank company may have before it is required to go public, from 500 persons to 2000 persons or 500 non-accredited investors.

-The Act increases the amount of funds that can be raised before a company is forced to register with the SEC, from $5 million (under Regulation A) to $50 million.

-Up to 2,000 shareholders may invest in a bank holding company before registration is required (up from 500).

-Various other issuer registration requirements have been modified (see the SEC’s JOBS Act FAQ).

 

The Act itself may be found here.

 

Sources, further reading:

http://dealbook.nytimes.com/2012/04/04/wall-st-examines-fine-print-in-a-new-jobs-bill/

http://dealbook.nytimes.com/2012/04/11/regulator-seeks-feedback-on-jobs-act/

http://www.sec.gov/divisions/corpfin/cfjobsact.shtml

http://www.gpo.gov/fdsys/pkg/BILLS-112hr3606enr/pdf/BILLS-112hr3606enr.pdf

http://www.reuters.com/article/2012/04/11/us-jobsact-ipos-idUSBRE83A0Z820120411

http://www.reversemergerblog.com/2012/03/17/summary-of-jobs-bill-and-update/

http://www.csmonitor.com/USA/Politics/2012/0308/What-does-the-JOBS-Act-actually-do-Six-questions-answered/What-s-in-the-JOBS-Act

http://www.pcmag.com/article2/0,2817,2402657,00.asp

http://www.forbes.com/sites/jjcolao/2012/03/21/jobs-act/

 

This alert applies to the Series 79, Series 62, Series 24, Series 7, and Series 82.