Plan for the first days as a public company


Published on November 3, 2022

Special Purpose Acquisition Companies demand a great deal of attention, specially from the Chief Financial Officer of the target company. Often unspoken, the challenges that come on the back of having completed a transaction are just as complex and challenging.

The special purpose acquisition company (SPAC) process demands significant attention for all parties, especially the CFO of the target company. It is tempting to see the process of winning investor approval, communicating your story to potential investors, raising private investment in public equity (PIPE) funds, and timely completion of the transaction as the end of a strategic and monumental task—and it is. However, another set of challenges awaits just beyond as the target company is launched as a newly public company.  

In a traditional initial public offering (IPO), the company often allocates significant time prior to its first public filing to design and implement internal controls over financial reporting, incorporate systems to facilitate timely and reliable reporting, validate processes critical to cyber security and information technology, and prepare critical filings for regulators and investor review.  

The SPAC process involves these same hurdles, but the company’s management must remain focused on executing the transaction first before tackling post-SPAC processes. Therefore, this work often falls to the post-SPAC company and its officers, who must play catch-up.  

The one undeniable fact is that there can be no room for error. Failure can imperil the success and credibility of the newly public company.  

A post-SPAC company must be ready to go public with certain filings, processes, and policies in place and must also report accurate financials on time; depending on filing status, this could be as few as 40 days after the end of its most recent financial quarter. These form the initial deadlines for the post-SPAC process.  

Some post-SPAC companies already have many of the structures and policies of a public company in place. But not all do. For some companies, this will be a fresh-build challenge.  

Since no two post-SPAC companies are the same, the plan and workload will need to be tailored for each company, with likely many of the workstreams running on parallel tracks.  

Finance and accounting  

Financial reporting, quarterly earnings, and other financial disclosures must be communicated on time.  

  • Preparing Form 10-Q and 10-K filings requires a disciplined and timely process for collecting accurate data from the business, reviewing the reports, and communicating them to the public. This may include accelerating the company’s quarterly close calendar.  
  • Major financial events need to be disclosed in a timely manner to the investing public.  
  • Accounting policies and benchmarks need to be defined and implemented.  
  • Key functions, including investor relations, financial planning and analysis, and accounting must work together in a coordinated way.  

Corporate governance  

Corporate board oversight is essential prior to listing. Board members need to understand their responsibilities and fiduciary duties from day one, and board requirements from the relevant exchange must be met.  

  • Selecting a board strategically that brings the right skill sets, preparing its members for their responsibilities, and establishing protocols for sharing information with the board are all key to success.  
  • Enhancing Environmental, Social, and Governance (ESG) oversight responsibilities and the development of an ESG Strategy
  • Enterprise risk management (ERM) is central to all governance structures. Executives and board members require strategic risk management programs and processes. Regulations require directors to disclose their role in risk oversight—and therefore, identification and prioritization of risks, assessment of an organization’s risk capabilities, and building risk management programs is a board-level and management-level concern.  

Internal processes and controls  

Even prior to reporting the first quarter of earnings as a publicly traded company, controls and processes need to be in place to meet regulatory requirements. These center around rules, often in the Sarbanes-Oxley Act of 2002 (SOX), to create internal controls and related policies aimed at safeguarding assets, reliable financial reporting, and mitigating risk.  

  • Sections 302 and 906 of SOX require certain leaders in a public company to certify that financial reporting fairly presents, in all material respects, the financial condition and results of operations.  
  • Section 404(a) of SOX requires management to conduct an annual evaluation of the operational effectiveness of its internal control over financial reporting, among other activities.  


Tax is often central to financial reporting and transaction planning. The post-SPAC company can emerge in a much more complex tax situation than prior to the SPAC transaction. Additional complexities relate to the tax structure.  

  • The tax provision reporting requirements for a public company increase considerably.  
  • The change in control may cause potential limitations on tax attributes, such as net operating losses and credits, as well as public company limitations on the deductibility of executive compensation.  
  • For multinational entities, ongoing sustainment means assessing strategies around intellectual property ownership, value chain alignment, and transfer pricing.  

Information technology  

IT is the custodian and protector of information used throughout an organization, but often companies are operating with comparatively basic IT organizations and capabilities.  

  • Enterprise resource planning (ERP) solutions are information enablers to other key departments. Selecting and implementing the appropriate scalable ERP solution is a crucial early step.  
  • Pervasive and ubiquitous threats to the availability, integrity, and confidentiality of a company’s information systems require an integrated approach to managing IT risks, overseeing internal controls, efficient compliance systems, and automation of controls monitoring and testing.  


Related to IT, an organization’s cyber capabilities will be tested every day. Because so much of an organization’s operations and value is tied to its ability to protect data and maintain operations after a cyber threat is discovered, this capability can’t be delayed.  

  • Cyber threats are constantly evolving, and business continuity and disaster recovery plans are essential protocols to guide executives and the board during a cyber incident.  
  • Most organizations face meaningful cyber threats; Performing a cyber risk assessment to understand the current vulnerabilities is a first step toward correcting them.  

In summary, some leading practices to meeting the demands of the post-SPAC process include:  

  • Developing a realistic plan for meeting key milestones in each of these issue areas while the SEC is reviewing the S-4/proxy filing.  
  • Determining the core competencies that can be built around internal capabilities and leveraging qualified service providers for others.  
  • Communicating with board members and management the critical milestones they will need to be aware of in the process and providing guidance so they can work collaboratively.  

To learn more about what to expect as a newly public company and how Deloitte can help, explore our SPAC services

This publication contains general information only and Deloitte is not, by means of this publication, rendering accounting, business, financial, investment, legal, tax, or other professional advice or services. This publication is not a substitute for such professional advice or services, nor should it be used as a basis for any decision or action that may affect your business. Before making any decision or taking any action that may affect your business, you should consult a qualified professional advisor. Deloitte shall not be responsible for any loss sustained by any person who relies on this publication.  


For more informations, please contact David Dalziel.


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