SPAC Task Force

Robbins Geller Rudman & Dowd LLP has launched a dedicated SPAC Task Force to protect investors in blank check companies and seek redress for corporate malfeasance.  Comprised of experienced litigators, investigators, and forensic accountants, the SPAC Task Force is dedicated to rooting out and prosecuting fraud on behalf of injured SPAC investors.  The rise in blank check financing poses unique risks to investors.  Robbins Geller’s SPAC Task Force represents the vanguard of ensuring integrity, honesty, and justice in this rapidly developing investment arena.

Robbins Geller is widely regarded as a leader in the fight to protect investors from corporate securities fraud. ISS Securities Class Action Services has ranked Robbins Geller as one of the top law firms in the world in both amount recovered and total number of class action settlements for shareholders every year since 2010. For 2020, the SCAS Top 50 Report ranked Robbins Geller number one for recovering $1.6 billion for investors – more than double the amount recovered by any other plaintiffs‘ firm. As the report noted, Robbins Geller was “the only plaintiff law firm to surpass the $1 billion threshold.”

Robbins Geller is uniquely positioned to uncover and prosecute SPAC-related securities fraud.  Robbins Geller hosts an unparalleled stable of top-notch litigators and in-house specialists.  In addition, the Firm developed and serves as court-appointed lead counsel in one of the first securities class actions arising from the latest wave of blank check financing, In re Alta Mesa Resources Inc. Sec. Litig., No. 4:19-cv-00957 (S.D. Tex.) – a case alleging defendants knowingly inflated claimed oil reserves prior to a SPAC merger, ultimately leading to a $3.1 billion write down and 99% stock decline. On March 31, 2021, the United States District Court for the Southern District of Texas denied defendants' motions to dismiss in their entirety.

If you have information about a blank check company or SPAC merger, you can confidentially submit this information by emailing attorney Brian E. Cochran at bcochran@rgrdlaw.com. Check below for the latest SPAC-related news and securities class action litigation updates.

SPACs – Blank Checks Rebranded

Blank check companies and similar financing schemes have been around since the 1920s.  Blank check financing fell out of favor after facilitating a series of penny-stock scams in the 1980s.  Afterwards, regulators and legislators enacted tougher rules designed to protect blank check company investors.  However, because of their problematic past, until recently many companies viewed blank check financing as a last resort to raise money.  In their current iteration, blank check companies are commonly known as special purpose acquisition vehicles, or “SPACs.”

SPACs – The Blank Check Bonanza

Blank check companies are experiencing an historic resurgence in popularity.  In 2019, SPAC IPOs raised $13.6 billion.  In 2020, the money raised by SPAC IPOs grew exponentially to over $83 billion – more than the prior ten years combined and more than the entire traditional IPO market. The blank check bonanza has continued to accelerate, with the first three months of 2021 already eclipsing 2020’s record-setting total.

SPACs – A “Blank Check” for Business Acquisitions

Blank check companies get their name from the fact that they have no business or operations at the time of their IPO.  Instead, SPAC sponsors use IPO proceeds to acquire a business, often within a specified industry.  Because the target business is unknown to investors, the skill, experience, and diligence of the SPAC sponsor is of paramount importance.

SPACs are typically priced at $10 per unit during the initial IPO. SPAC “units” are securities comprised of common stocks and warrants. A warrant gives the holder the right to purchase a certain number of additional shares of common stock in the future at a certain price. The blank check company’s common stock and warrants may also trade separately. SPAC IPO proceeds are held in an interest-bearing trust account.

After a target company is identified, SPAC shareholders vote on the deal. SPAC shareholders can elect to redeem their shares rather than participate in the merger, entitling them to the pro rata amount of funds held in the blank check company’s trust account. If the SPAC deal is approved, the target business reverse merges with the blank check company, allowing it to become publicly traded. If a SPAC sponsor fails to complete a business combination within the allotted time frame (typically 24 months), proceeds from the SPAC IPO are returned to investors.

Proponents of the SPAC structure claim it offers a faster and cheaper route to a public listing for private companies as compared to a traditional IPO.  In addition, the ability of SPAC investors to redeem their shares prior to a merger provides initial risk protections with significant potential upside if a deal is viewed favorably by the market.

SPACs – Conflicts Inherent in the Blank Check Form

The structure of blank check companies poses heightened risks to SPAC investors and makes them vulnerable to fraud and abuse. Typically, SPAC sponsors receive a fee of 20% of company shares if the blank check company successfully completes a merger. This fee can be worth hundreds of millions of dollars. But the lucrative 20% SPAC sponsor fee is forfeited if no initial business combination is completed. This, in turn, creates a strong incentive for blank check sponsors to push for SPAC shareholders to approve any merger to ensure their payout, even if the deal is not in the best interests of SPAC shareholders.

Additional conflicts of interest, such as hefty management fees, may also pervade the SPAC deal and provide added incentives for blank check sponsors to misrepresent the business and prospects of the target company.  Moreover, less-stringent disclosure requirements apply to bringing the target company public than is the case in a traditional IPO, further jeopardizing a SPAC shareholder’s investment. For example, unlike traditional IPOs where historical financial results are the focus, SPAC sponsors can tout future financial projections in pitching the merger to shareholders. The recent dramatic increase in the number of SPACs searching for merger targets has only increased the pressure to merge with suspect companies.

SPACs – Blank Check Underperformance

Over time, SPACs have tended to significantly underperform the market.  From 2015 to July 2020, blank check companies lost 19% on average following a business combination, while traditional IPOs gained 37% during this same time frame. A recent study found that although SPACs initially price at $10 per unit, the median SPAC holds cash of just $6.67 per share by the time of the merger, causing SPAC investors to suffer significant dilution. Roughly 60% of SPACs that acquired businesses between 2016 and 2020 lagged the S&P 500’s performance. And as of late January 2021, about 40% of these SPACs traded below their starting prices.

SPACs – Blank Check Securities Fraud Class Actions

Several recent high-profile blank check company acquisitions have allegedly caused SPAC shareholders to suffer billions of dollars in collective losses because of fraud, mismanagement, and self-dealing.  Investors are turning to securities fraud class action litigation to seek redress for these injuries.  The following securities class actions have been launched by blank check shareholders in 2021: 

• Katapult Holdings, Inc. | Class Period: December 18, 2020 to August 10, 2021 | Lead Plaintiff Deadline: October 26, 2021
  The Katapult class action lawsuit alleges that, throughout the Class Period, defendants made false and misleading statements and failed to disclose that: (i) Katapult was experiencing declining e-commerce retail sales and consumer spending, (ii) despite Katapult’s assertions that it delivers a clear and compelling value proposition to both consumers and merchants, transforming the way nonprime consumers shop for essential goods and enabling merchant access to this underserved segment, Katapult lacked visibility into its consumers’ future buying behavior; and (iii) as a result, defendants’ positive statements about Katapult’s business, operations, and prospects were materially false and misleading and/or lacked a reasonable basis.
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• View, Inc. | Class Period: November 30, 2020 to August 16, 2021 | Lead Plaintiff Deadline: October 17, 2021
  The View class action lawsuit alleges that, throughout the Class Period, defendants made false and misleading statements and failed to disclose that: (i) View had not properly accrued warranty costs related to its product; (ii) there was a material weakness in View’s internal controls over accounting and financial reporting related to warranty accrual; (iii) as a result, View’s financial results for prior periods were misstated; and (iv) consequently, defendants’ positive statements about View’s business, operations, and prospects were materially misleading and/or lacked a reasonable basis.
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• ATI Physical Therapy, Inc. | Class Period: April 1, 2021 and July 23, 2021 | Lead Plaintiff Deadline: October 15, 2021
  The ATI Physical Therapy class action lawsuit alleges that, throughout the Class Period, defendants made false and misleading statements and failed to disclose that: (i) ATI Physical Therapy was experiencing attrition among its physical therapists; (ii) ATI Physical Therapy faced increasing competition for clinicians in the labor market; (iii) as a result, ATI Physical Therapy faced difficulties retaining therapists and incurred increased labor costs; (iv) given the labor shortage, ATI Physical Therapy would open fewer new clinics; and (v) consequently, defendants’ positive statements about ATI Physical Therapy’s business, operations, and prospects were materially misleading and/or lacked a reasonable basis.
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• AdaptHealth Corp. | Class Period: November 11, 2019 to July 16, 2021
  The AdaptHealth class action lawsuit alleges that, throughout the Class Period, defendants made false and misleading statements and failed to disclose that: (i) AdaptHealth had misrepresented its organic growth trajectory by retroactively inflating past organic growth numbers without disclosing the changes, in violation of U.S. Securities and Exchange Commission regulations; (ii) accordingly, AdaptHealth had materially overstated its financial prospects; and (iii) as a result, AdaptHealth’s public statements were materially false and misleading at all relevant times.
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• Stable Road Acquisition Corp. | Class Period: October 7, 2020 to July 13, 2021 | Lead Plaintiff Deadline: September 13, 2021
  The Stable Road class action lawsuit alleges that, throughout the Class Period, defendants misrepresented and failed to disclose adverse facts about Momentus Inc.’s business, operations, and prospects and Stable Road’s due diligence activities in connection with the merger, which were known to defendants or recklessly disregarded by them, as follows: (a) Momentus’s 2019 test of its key technology, a water plasma thruster, had failed to meet Momentus’s own public and internal pre-launch criteria for success, and was conducted on a prototype that was not designed to generate commercially significant amounts of thrust; (b) the U.S. government had conveyed that it considered Momentus’s CEO, defendant Mikhail Kokorich, a national security threat, which jeopardized Kokorich’s continued leadership of Momentus and Momentus’s launch schedule and business prospects; (c) consequently, the revenue projections and business and operational plans provided to investors regarding Momentus and the commercial viability and timeline of its products were materially false and misleading and lacked a reasonable basis in fact; and (d) Stable Road had failed to conduct appropriate due diligence of Momentus and its business operations and defendants had materially misrepresented the due diligence activities being conducted by Stable Road executives and its sponsor in connection with the merger.
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• DraftKings Inc. | Class Period: December 23, 2019 to June 15, 2021 | Lead Plaintiff Deadline: August 31, 2021
  The DraftKings class action lawsuit alleges that, throughout the Class Period, defendants made false and misleading statements and failed to disclose that: (i) SBTech (Global) Limited, a company that DraftKings merged with, had a history of unlawful operations; (ii) accordingly, DraftKings’ merger with SBTech exposed DraftKings to dealings in black-market gaming; (iii) this increased DraftKings’ regulatory and criminal risks with respect to these transactions; (iv) as a result, DraftKings’ revenues were, in part, derived from unlawful conduct and thus unsustainable; (v) accordingly, the benefits of the special purpose acquisition company, or SPAC, merger were overstated; and (vi) consequently, DraftKings’ public statements were materially false and misleading at all relevant times.
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