Preparing a SaaS Company for a SPAC Merger
The Situation
A SaaS company providing cloud-based contact center solutions was preparing for a merger with a Special Purpose Acquisition Company (“SPAC”). The Company required support in preparing public company financial statements, successfully completing a PCAOB audit, and drafting financial information for a proxy filing to obtain shareholder approval for the SPAC merger. The Company also required assistance accelerating its accounting close process in preparing to operate as a public company. Accordion was selected to be the go-to partner for the engagement.
Services
PMO
IPO Readiness
Financial Statement Preparation & Analysis
Audit Readiness
The Execution
- Served as the Project Management Office – managing, coordinating, and overseeing the multiple functional areas and workstreams, including cross-functional interdependencies, involved in signing the merger agreement and PIPE subscriptions and preparing the preliminary proxy filing.
- Prepared 2018 and 2019 financial statement uplifts to comply with S-X requirements.
- Prepared year to date 2019 and 2020 PCAOB compliant financial statements.
- Assisted in PCAOB audit for 2018 and 2019 and prepared the Company for its 2020 PCAOB audit.
- Researched and prepared technical accounting memos and policies related to: accounting for the transaction, stock-based compensation and cheap stock, segment reporting, earnings per share, goodwill/intangible and long-lived assets impairment, and going concern, among others.
- Assisted with drafting the preliminary proxy filing – including management’s discussion and analysis, pro forma financial statements, and non-GAAP measures, among others.
- Assessed the Company’s current accounting close process and helped implement recommendations to accelerate the Company’s accounting close process to meet public company standards and deadlines.
The Results
Accordion supported the Company through a successful signing of the deal and filing of the preliminary proxy statement with the SEC. The financial statement close was accelerated from approximately 15 days to 5 days. Our team continued to advise and support the Company through amending the proxy filing for 2020 financials and SEC comments through transaction close, filing of the Super 8-K, and registration of the PIPE shares.
