I-Bankers to be sole book-runner on a SPAC for the very first time

Friday evening, Proficient Alpha Acquisition Corp. (PAACU) filed for a $100 million SPAC focusing on financial services in Asia and primarily China.  Proficient Alpha will be led by Kin Sze, as Co-Chief Executive Officer, President and Secretary, along with Wei Fan, as Co-Chief Executive Officer and Director. However, this SPAC’s sole sponsor is Mr. Shih-Chung Chou, who is not part of the management team.

For background, Mr. Sze is currently (since only March of this year) Managing Director at Zhuhai Zhonghe Sifang Asset Management Limited, a private equity asset management company.  However, prior to that he served as an Executive Director at Agricultural Bank of China International, Hong Kong, from December 2017 to December 2018.  Mr. Fan, is a portfolio manager at Alpha Square Group, a private equity firm (since November 2017) but previously served as a vice president of portfolio management at Citigroup from September 2016 to October 2017.

While the entire team (management and Directors) all have financial services experience, the only member with real M&A deal execution experience is Jing Chen, who is a Director, so this team feels pretty green.  In fact, Mr. Fan, the co-CEO, is only 32.  However, sometimes being young and hungry can be an advantage.  Nonetheless, a bit more deal-making experience would have been appreciated.

However, looking at this SPAC’s structure, we finally have a SPAC that looks like something other than the typical 1 Share + 1/2 Warrant, 24 months structure we’ve seen so frequently as of late.   Specifically, Proficient Alpha’s unit has 1 Share + 1 full Warrant + 1 Right (1/10), with a duration of 12 months, albeit with two 3-month extensions for $0.10 per share each.  This structure is attractive to SPAC investors (generally), and most likely a welcome change from the meager 1/2 to 1/3 Warrant structures that have dominated 2019 so far.  Plus, Proficient Alpha is offering a Right, which is also attractive to SPAC investors, but wow are they are difficult to deal with at combination (see:  I-AM, DOTA, LTN, etc…and how those traded post-combo closing). You would think management teams would want to shy away from Rights at this point, especially if they followed a deal like DOTA/RBZ closely.   But ultimately you have to sell a $100 million IPO…some deals need a Right to get it done.

Lastly, Proficient Alpha marks the very first SPAC for I-Bankers as sole book-runner.  I-Bankers is a prolific co-manager having been involved in 65 U.S. listed SPAC transactions since 2009 (as a co-manager, EdTechX as co-lead).  They clearly have a ton of SPAC experience so it’s nice to see them giving it a go as book-runner this time around.

All told, this SPAC should get done based on structure alone. However, as we know, the real difficulty is in the de-SPACing and that’s where a strong team with experience comes into play.  We’ll have 12-18 months from IPO closing to find out if they can pull it off, but in the meantime, investors have a share, a full warrant and a right and two potential $0.10 per share extensions to work with.

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