A prospectus is a disclosure document that describes a financial security for potential buyers; it includes any material information about the company like information about business operations, capital use, financial situation, individual shareholder earnings, management, price per share and underwriters. The second part, which is not legally mandatory, includes information about the last sale of unregistered securities, financial statement schedules and relevant exhibits.
The most relevant mandatory sections of a Form S-1 are:
Summary Financial Data
Use of Proceeds
Principal Shareholders (Founder Shares)
The planned acquisition is described in the securities prospectus (Form S-1) only very general and generically:
Securities Law is a spezialized and highly complex matter. Celtic Asset & Equity Partners works with the leading law firm in the SPAC industry. Advising more than 65 SPACs on issuer side and 35 SPACs on the underwriter side, the law firm participated in over 100 SPACs in the past five years; IPO proceeds exceeding $21.7 billion prove an outmost professional approach.
While the Business Decription is very general, one should focus on the managment team – high qualified executives with a positive track-record and Wall Street experience will be appreciated by the markets; this expertise should be explained and proven in the prospectus. As the prospectus is a legally enforceable document and the issuer is responsible for any material misrepresentations or omissions,any claim in the prospectus has to be clear, true and must be verifiable.
An other major part are the financial tables and Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A). Celtic Asset & Equity Partners will prepare this for you as well and we will review this with the Auditors and Securities Counsels.