A decade ago those form 10 she

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AustinZhang
2021-04-08

A decade ago those form 10 shell companies all came back. where is our boss now ? Are you still in the market ?

2021 King of Bubbles

2019年10月，年近古稀的维珍集团创始人理查德·布兰森穿着Under Armour特制的太空装，精神奕奕地跳上了纽交所交易大厅的小阳台。在敲响维珍银河上市的铜钟后，他激动地说：感觉自己离20

2021 King of Bubbles

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{"i18n":{"language":"en_US"},"data":{"magic":2,"id":341547517,"tweetId":"341547517","gmtCreate":1617843389439,"gmtModify":1704703796210,"author":{"id":3574712418352916,"idStr":"3574712418352916","authorId":3574712418352916,"authorIdStr":"3574712418352916","name":"AustinZhang","avatar":"https://static.tigerbbs.com/da2b7079ca8b15d0a2ca53297ea7f14b","vip":1,"userType":1,"introduction":"","boolIsFan":false,"boolIsHead":false,"crmLevel":4,"crmLevelSwitch":0,"individualDisplayBadges":[],"fanSize":1,"starInvestorFlag":false},"themes":[],"images":[],"coverImages":[],"extraTitle":"","html":"<html><head></head><body>A decade ago those form 10 shell companies all came back. where is our boss now ? Are you still in the market ?</body></html>","htmlText":"<html><head></head><body>A decade ago those form 10 shell companies all came back. where is our boss now ? Are you still in the market ?</body></html>","text":"A decade ago those form 10 shell companies all came back. where is our boss now ? Are you still in the market ?","highlighted":1,"essential":1,"paper":1,"likeSize":0,"commentSize":0,"repostSize":0,"favoriteSize":0,"link":"https://ttm.financial/post/341547517","repostId":2125176754,"repostType":2,"repost":{"id":"2125176754","kind":"highlight","pubTimestamp":1617681390,"share":"https://ttm.financial/m/news/2125176754?lang=en_US&edition=fundamental","pubTime":"2021-04-06 11:56","market":"us","language":"zh","title":"2021 King of Bubbles","url":"https://stock-news.laohu8.com/highlight/detail?id=2125176754","media":"起朱楼宴宾客","summary":"2019年10月，年近古稀的维珍集团创始人理查德·布兰森穿着Under Armour特制的太空装，精神奕奕地跳上了纽交所交易大厅的小阳台。\n在敲响维珍银河上市的铜钟后，他激动地说：\n\n 感觉自己离20","content":"In October 2019, Richard Branson, the founder of Virgin Group, who was nearly seventy years old, wore Under Armour's special space suit and jumped onto the small balcony of the trading floor of the New York Stock Exchange in high spirits.Ringing<a href=\"https://laohu8.com/S/SPCE\">Virgin Galactic</a>After the bronze bell was listed, he said excitedly:I feel that I am one step closer to the space dream I started more than 20 years ago. What helped him realize his dream was not a common IPO-let alone profits, Virgin Galactic's annual income was only a pitiful few hundred thousand dollars-Virgin Galactic's listing was achieved by merging it with a SPAC company with the stock code IPOA.If this is a bit difficult to understand, to use the word more familiar to Chinese investors, it is Virgin Galactic success\"Backdoor listing\"Yeah, I've got it.After ringing the bell, Virgin Galactic's stock price tripled in three months, and once rose from $10 to more than $60 in the following year.However, for this company with a current market value of more than US $6 billion, but revenue last year was only 200,000, and no revenue in the second, third and fourth quarters, it is not Richard Branson, of course, will not be the space passengers who bought tickets but are still waiting in line, but the sponsor of the SPAC company called Social Capital Hedosphia Holdings.Let's settle the bill.When the SPAC company was established in 2017, it issued a total of 60 million shares and raised US $600 million.Since the \"gameplay\" of SPAC is that the sponsor has the right to obtain 20% of the shares after the IPO for free, that is to say, he automatically owns the 15 million shares that have fallen from the sky. In addition, he received warrants equivalent to 20% of his holdings.With the successful merger of this SPAC company and Virgin Galactic, the sponsor not only became the chairman of New Virgin Galactic, but also his equity quickly appreciated to US $1.5 billion.And his initial investment was only the $25,000 needed to set up the SPAC company.American capitalists once again defined the word \"empty gloves and white wolves\".And this sponsor is none other than Chamath Palihapitiya, who became famous for \"voicing\" retail investors during the Gamestop retail investors' war against Wall Street a few months ago.His most famous speech goes like this:\"... In the 2008 stock market crash, some people had a set for more than ten years, and some people lost their houses and cars. Now retail investors have found an opportunity to buy GME together, and you are actually clamoring for legal control. Why have institutions operated illegally for so many years? Everyone doesn't even blink their eyelids? Why can they not be held accountable even if they short 140%, and we have to take responsibility? If Wall Street hadn't used tools that retail investors couldn't use every day, how could it be 40% more and be caught by retail investors? \" We don't know whether Wall Street uses tools that retail investors cannot use to make profits, but it is a certain fact that Chamath himself used SPAC, a \"tool\" that retail investors cannot even catch, to make more than one billion dollars in empty gloves.<img src=\"https://static.tigerbbs.com/23c8fa56b11d42270c765b96d761190d\" tg-width=\"1000\" tg-height=\"542\" referrerpolicy=\"no-referrer\">After tasting the sweetness, he even established a series of new SPAC companies from IPOB, IPOC to IPOF in one go, raising more than US $3 billion.So, is he ready to use the alphabet to realize his life ideal?oneChamath is not the only one who wants to use SPAC to realize their life ideals.Little Superman Li Zekai's SPAC company also successfully IPO on Nasdaq in October last year, code-named BTWN.He spent $25,000 and acquired 287.5 shares of the founder's stock, and as of the close of trading on March 31, the market value of this SPAC company had reached $750 million.In other words, it took only five months for Li Zekai to build a shell company. Before any assets were installed, the value of the stocks he held had already increased by 1,200 times.You see, nowadays, big guys only need to move their fingers to build a shell, and they can achieve two small goals, even without doing PPT.Perhaps it's too easy to make this money. Since last year, from large PE institutions such as CITIC Capital and Hony Capital, to well-known investors such as Fang Fenglei and Hu Zuliu, to Guan Jinsheng, who has been silent for many years, and Jia Yueting, who has been suffocated by his dreams, The establishment of SPAC has become the consensus of the big guys.Of course, compared with the digital currency ICOs that \"fooled\" all kinds of celebrities to join in those days, those currently making efforts in the SPAC field are basically primary market investors.And because SPAC doesn't have to fool retail investors into playing together like ICO from establishment to mergers and acquisitions, it is also more low-key in public opinion.Only through<a href=\"https://laohu8.com/S/GS\">Goldman Sachs</a>A latest research report-yes, Goldman Sachs, whose employees at the bottom of the investment bank wrote a PPT protest because of the overwhelming workload of the SPAC-we can know how popular this \"undercurrent\" is.According to statistics, in the ten years from 2009 to 2019, a total of 226 SPAC companies conducted IPOs. In 2020 alone, the number of IPO SPAC companies exceeded the sum of the past decade, reaching 228.By 2021, it will take less than 3 months for the number of IPO SPAC companies to reach 200.In addition, the total IPO financing of SPAC companies in 2020 is US $77 billion, accounting for half of the US stock IPO market. In the first two months of 2021, the IPO financing amount of SPAC has exceeded 56 billion US dollars, reaching 2/3 of the US stock IPO market.<img src=\"https://static.tigerbbs.com/1cf570d88b3636c5d3aaf112f06f4554\" tg-width=\"924\" tg-height=\"568\" referrerpolicy=\"no-referrer\">In other words, two-thirds of the companies listed in the United States in the first two months of this year were empty \"blank check\" companies, and they have raised more than 350 billion yuan.According to Goldman Sachs statistics, there are now more than $100 billion in SPAC funds wandering around the market looking for acquisition targets, and if it continues to develop at the current rate, the value of companies acquired by SPAC companies will exceed $700 billion in the next two years.What is the concept of $700 billion?In 2020, the global IPO scale will be approximately US $300 billion. In other words, Goldman Sachs feels that SPACs will inflate a new IPO market in the next two years.We have all been educated for many years. The reason why there are so many backdoor speculation in A-shares is that A-shares are not registered. Look at the U.S. stock market, aren't they all companies that regularly go through IPOs?However, the SPAC fire proves that your uncle is still your uncle-just in<a href=\"https://laohu8.com/S/00170\">China Capital</a>While the family is still struggling to find a shell and fried shell, the United States has realized a fully automatic production line for shells.twoSo, what exactly is the essence of a SPAC?It's actually not complicated,It's a \"blatant\" shell company，Complete the IPO through a special channel allowed by American regulation and raise funds, and then use the funds to acquire a target company with actual business.Therefore, the target company achieved its own listing by grafting flowers and trees.Some people compare it to a \"blind box\" in the investment circle, because investors will not know what assets they ultimately hold until the SPAC completes the merger and acquisition.This metaphor is really subtle, but it is not only to describe the investment side, but also to describe the initiators of the production SPAC.Let's talk about the former first.First of all, the establishment mechanism of SPAC determines that there is almost no risk of loss for funds participating in IPOs.Because if the merger and acquisition is not completed within the specified time, the SPAC sponsor needs to return the funds to the investors intact.Moreover, since the funds will be credited to a specially regulated account during the IPO, there is no risk of being diverted by the sponsor for other purposes.Even better, even if the SPAC announces the merger target, if investors are not optimistic about the quality of the target company, they can withdraw funds at any time before the end of the merger.In other words, the funds participating in the SPAC IPO get not only a blind box, but also a blind box that can be returned 100% if you don't like it after opening it.Therefore, according to research statistics, for funds participating in SPAC IPOs, the average annualized rate of return in the past few years can reach 11.6%, and the probability of loss is zero.Who doesn't love this box?Of course, this part of the funds has to pay the time cost, that is, the opportunity cost lost by choosing to participate in the SPAC without making other investments-if the SPAC merger fails within two years, this part of the funds can only be paid back.But for U.S. investors whose policy rates are lying on the floor and will be on the floor for the foreseeable future, this time cost is almost non-existent now.No wonder Goldshing declared,SPACs are a good alternative to cash in a zero interest rate environment.<img src=\"https://static.tigerbbs.com/22fee890a51600fb8766eba74edc13d2\" tg-width=\"882\" tg-height=\"670\" referrerpolicy=\"no-referrer\">Let's talk about the latter.For the sponsors of SPACs, in theory, they don't know what kind of target companies they can find for mergers and acquisitions in the future. Because according to SEC regulations, SPACs are not allowed to lock in the target company to be acquired before the IPO, otherwise they must make detailed information disclosure, which will greatly affect the process of the IPO.But is that really the case?Then why are SPACs often set up by those PE/VC bosses who hold the assets of companies to be listed?Why is the average time from IPO to announcement of mergers and acquisitions for SPACs shortened from 387 days from 2010 to 2019 to 366 days in 2020, and then further shortened to 175 days this year?There will even be a SPAC company like Northern Star Investment Corp II that announced its merger and acquisition target less than a month after its listing?So, as the head of the Asian equity capital markets department of a foreign investment bank told the media:\"In fact, many private equity firms are optimistic about the target before the SPAC is listed, which may be a long-term concern, and may not necessarily inject it immediately after the listing; it may also be that the SPAC will definitely inject certain assets as soon as it is listed, and there is no need to wait for as long as two years...\" \"... Although the acquisition target cannot be publicly mentioned when the SPAC is listed, as long as the expected acquisition target can be described specifically enough during the publicity, it will be silent... There is no real hammer in supervision, and it is not easy to manage.\" For SPAC sponsors, like the manufacturers of blind boxes, they know from the beginning which blind box contains rare models, and even the probability of rare models can be calculated clearly.At this point, we can summarize the essence of SPAC-In fact, it is a new type of cash-out tool invented by the capital circle. It is a cash alternative to financial management discovered by the capital circle. It is a \"Fast Track\" found when everyone is worried about not being able to catch up with this capital feast.Want to find an exit channel for the company you invested in in previous years, but suffering from too long IPO time and too high requirements? It doesn't matter, let's set up a SPAC first.The company wants to go public, but it doesn't even meet the most basic requirements of the US stock registration system? It doesn't matter, go find a SPAC for mergers and acquisitions.Have a sum of money to invest and want both capital preservation and potentially high yields? No problem, go and invest in a SPAC IPO.Therefore, SPAC is a blind box, and it is also a \"packing box\" before the end of the feast.It can lock in the fruits of victory in advance for those primary market bosses who are worried that the companies they invest will not catch up with the IPO window;It can act as a white knight for those entrepreneurs who failed on the IPO road for various reasons;It can also provide a solution for those hedge fund funds who are afraid of stepping short and chasing high prices.From this perspective, it is difficult to think about SPACs not being popular.threeSince SPAC is such a good thing, why didn't it suddenly get serious until the past two years?In addition to what was mentioned in the previous part, for the capital side, the low interest rate environment in the past two years has reduced the time cost of investing in SPACs to almost zero, and the remaining reasons can almost all be summarized in eight words--Time waits for no man, seize the day.After all, for companies that want to go public, SPAC is by no means a perfect listing model. On the contrary, listing through SPAC is the same as the so-called \"bloody listing\" when the Nasdaq bubble burst.Open the merger and acquisition prospectus of any SPAC, and you will see how expensive it is for the founder of a company to go public with a SPAC.Simply put, after the acquisition is completed, the property rights and control rights of the founder of the target company will almost be sharply diluted.This has also led to the fact that for so many years after the birth of SPAC, any company that can go public on the path of IPO is never willing to go public through the SPAC model. In such an a vicious circle, the latter are left with defective products that can't be put on the market.However, this situation changed dramatically in October 2019.If you have an impression of the U.S. stock market during that time, the most explosive news is the super unicorn in the shared office industry<a href=\"https://laohu8.com/S/WE\">WeWork</a>The listing failed.The failure of the sprint IPO not only burst WeWork's valuation bubble, but also caused the founder to be plagued by scandals and slump.As at the time<a href=\"https://laohu8.com/S/MS\">Morgan Stanley</a>It was pointed out in a report to investors:\"The failure of WeWork's IPO marks the end of an era, an era in which the company can obtain ultra-high valuations even if it is not profitable.\" Not only did WeWork, a giant \"unicorn\", suddenly leave the IPO front desk, which stimulated the founders of the company, but the difficulties faced by SoftBank, the investor behind WeWork, also made market investors feel the same way.In the subsequent COVID-19 pandemic, the revenue and valuation of many companies seeking to go public have undergone dramatic changes, which has made companies and investors begin to ponder deeply whether they want to seek an IPO that may have high returns but cannot be touched, or to seek a faster and more predictable realization model.Therefore, what Morgan Stanley said at that time was only half right.This era is not over yet. God closed the door to IPO for these unicorns, but opened the window of SPAC--With the two characteristics of ready-made funds and pre-agreed transaction prices and conditions, SPAC provides rare support for market participants who are eager to seek cash.It's like the faceless man in Spirited Away. Anything you feed in will fall out of gold. As a result, in just one year, it expanded into half of the IPO market.After all, since last year, everyone has only one wish-Hurry up!For the sake of speed, investors no longer care whether the listed SPAC is called IPOA or IPOF. Anyway, it is just a shell company. As long as the bull market is still there, what they buy is a ticket that guarantees no loss.In order to be quick, the bosses must set up SPACs in advance, even if they set up many SPACs in one go, they will be criticized by the media. Because it is always necessary to leave a period of time from the establishment of the SPAC to the \"finding\" of the M&A target as a \"fig leaf\", so as not to cause regulatory trouble.In order to be quick, the founders of unicorns have to reluctantly give up their love for many interests that have already been obtained. After all, small intolerance will lead to chaos. Whether it is stock shares or super voting rights, they all must give way to the goal of listing.It can be said that SPAC is the crystallization of wisdom in this IPO era that is eager for quick success and instant benefit. It is the solution after hoarding a large number of unicorns in the era of large-scale release in the past ten years, and it is even more important for this round of\"King of Bubbles\"。fourAt the end of the report, Goldman Sachs quoted a Stanford professor's doubts about the structure of SPACs.\"What I can't figure out most about SPAC is why there is such a capital structure that first raises funds and then looks for listing targets, but at the same time allows this part of the raised funds to withdraw at any time, and new investors to enter at any time? In such a ridiculous capital structure, who will pay the bill?\" I don't know who paid the bill, but what I'm sure is that the last person who paid the bill won't realize that he is the one who paid the bill until the end of the feast.","source":"lsy1571700905465","collect":0,"html":"<!DOCTYPE html>\n<html>\n<head>\n<meta http-equiv=\"Content-Type\" content=\"text/html; charset=utf-8\" />\n<meta name=\"viewport\" content=\"width=device-width,initial-scale=1.0,minimum-scale=1.0,maximum-scale=1.0,user-scalable=no\"/>\n<meta name=\"format-detection\" content=\"telephone=no,email=no,address=no\" />\n<title>2021 King of Bubbles</title>\n<style type=\"text/css\">\na,abbr,acronym,address,applet,article,aside,audio,b,big,blockquote,body,canvas,caption,center,cite,code,dd,del,details,dfn,div,dl,dt,\nem,embed,fieldset,figcaption,figure,footer,form,h1,h2,h3,h4,h5,h6,header,hgroup,html,i,iframe,img,ins,kbd,label,legend,li,mark,menu,nav,\nobject,ol,output,p,pre,q,ruby,s,samp,section,small,span,strike,strong,sub,summary,sup,table,tbody,td,tfoot,th,thead,time,tr,tt,u,ul,var,video{ font:inherit;margin:0;padding:0;vertical-align:baseline;border:0 }\nbody{ font-size:16px; line-height:1.5; color:#999; background:transparent; }\n.wrapper{ overflow:hidden;word-break:break-all;padding:10px; }\nh1,h2{ font-weight:normal; line-height:1.35; margin-bottom:.6em; }\nh3,h4,h5,h6{ line-height:1.35; margin-bottom:1em; }\nh1{ font-size:24px; }\nh2{ font-size:20px; }\nh3{ font-size:18px; }\nh4{ font-size:16px; }\nh5{ font-size:14px; }\nh6{ font-size:12px; }\np,ul,ol,blockquote,dl,table{ margin:1.2em 0; }\nul,ol{ margin-left:2em; }\nul{ list-style:disc; }\nol{ list-style:decimal; }\nli,li p{ margin:10px 0;}\nimg{ max-width:100%;display:block;margin:0 auto 1em; }\nblockquote{ color:#B5B2B1; border-left:3px solid #aaa; padding:1em; }\nstrong,b{font-weight:bold;}\nem,i{font-style:italic;}\ntable{ width:100%;border-collapse:collapse;border-spacing:1px;margin:1em 0;font-size:.9em; }\nth,td{ padding:5px;text-align:left;border:1px solid #aaa; }\nth{ font-weight:bold;background:#5d5d5d; }\n.symbol-link{font-weight:bold;}\n/* header{ border-bottom:1px solid #494756; } */\n.title{ margin:0 0 8px;line-height:1.3;color:#ddd; }\n.meta {color:#5e5c6d;font-size:13px;margin:0 0 .5em; }\na{text-decoration:none; color:#2a4b87;}\n.meta .head { display: inline-block; overflow: hidden}\n.head .h-thumb { width: 30px; height: 30px; margin: 0; padding: 0; border-radius: 50%; float: left;}\n.head .h-content { margin: 0; padding: 0 0 0 9px; float: left;}\n.head .h-name {font-size: 13px; color: #eee; margin: 0;}\n.head .h-time {font-size: 12.5px; color: #7E829C; margin: 0;}\n.small {font-size: 12.5px; display: inline-block; transform: scale(0.9); -webkit-transform: scale(0.9); transform-origin: left; -webkit-transform-origin: left;}\n.smaller {font-size: 12.5px; display: inline-block; transform: scale(0.8); -webkit-transform: scale(0.8); transform-origin: left; -webkit-transform-origin: left;}\n.bt-text {font-size: 12px;margin: 1.5em 0 0 0}\n.bt-text p {margin: 0}\n</style>\n</head>\n<body>\n<div class=\"wrapper\">\n<header>\n<h2 class=\"title\">\n2021 King of Bubbles\n</h2>\n<h4 class=\"meta\">\n\n起朱楼宴宾客2021-04-06 11:56\n\n</h4>\n</header>\n<article>\nIn October 2019, Richard Branson, the founder of Virgin Group, who was nearly seventy years old, wore Under Armour's special space suit and jumped onto the small balcony of the trading floor of the New York Stock Exchange in high spirits.Ringing<a href=\"https://laohu8.com/S/SPCE\">Virgin Galactic</a>After the bronze bell was listed, he said excitedly:I feel that I am one step closer to the space dream I started more than 20 years ago. What helped him realize his dream was not a common IPO-let alone profits, Virgin Galactic's annual income was only a pitiful few hundred thousand dollars-Virgin Galactic's listing was achieved by merging it with a SPAC company with the stock code IPOA.If this is a bit difficult to understand, to use the word more familiar to Chinese investors, it is Virgin Galactic success\"Backdoor listing\"Yeah, I've got it.After ringing the bell, Virgin Galactic's stock price tripled in three months, and once rose from $10 to more than $60 in the following year.However, for this company with a current market value of more than US $6 billion, but revenue last year was only 200,000, and no revenue in the second, third and fourth quarters, it is not Richard Branson, of course, will not be the space passengers who bought tickets but are still waiting in line, but the sponsor of the SPAC company called Social Capital Hedosphia Holdings.Let's settle the bill.When the SPAC company was established in 2017, it issued a total of 60 million shares and raised US $600 million.Since the \"gameplay\" of SPAC is that the sponsor has the right to obtain 20% of the shares after the IPO for free, that is to say, he automatically owns the 15 million shares that have fallen from the sky. In addition, he received warrants equivalent to 20% of his holdings.With the successful merger of this SPAC company and Virgin Galactic, the sponsor not only became the chairman of New Virgin Galactic, but also his equity quickly appreciated to US $1.5 billion.And his initial investment was only the $25,000 needed to set up the SPAC company.American capitalists once again defined the word \"empty gloves and white wolves\".And this sponsor is none other than Chamath Palihapitiya, who became famous for \"voicing\" retail investors during the Gamestop retail investors' war against Wall Street a few months ago.His most famous speech goes like this:\"... In the 2008 stock market crash, some people had a set for more than ten years, and some people lost their houses and cars. Now retail investors have found an opportunity to buy GME together, and you are actually clamoring for legal control. Why have institutions operated illegally for so many years? Everyone doesn't even blink their eyelids? Why can they not be held accountable even if they short 140%, and we have to take responsibility? If Wall Street hadn't used tools that retail investors couldn't use every day, how could it be 40% more and be caught by retail investors? \" We don't know whether Wall Street uses tools that retail investors cannot use to make profits, but it is a certain fact that Chamath himself used SPAC, a \"tool\" that retail investors cannot even catch, to make more than one billion dollars in empty gloves.<img src=\"https://static.tigerbbs.com/23c8fa56b11d42270c765b96d761190d\" tg-width=\"1000\" tg-height=\"542\" referrerpolicy=\"no-referrer\">After tasting the sweetness, he even established a series of new SPAC companies from IPOB, IPOC to IPOF in one go, raising more than US $3 billion.So, is he ready to use the alphabet to realize his life ideal?oneChamath is not the only one who wants to use SPAC to realize their life ideals.Little Superman Li Zekai's SPAC company also successfully IPO on Nasdaq in October last year, code-named BTWN.He spent $25,000 and acquired 287.5 shares of the founder's stock, and as of the close of trading on March 31, the market value of this SPAC company had reached $750 million.In other words, it took only five months for Li Zekai to build a shell company. Before any assets were installed, the value of the stocks he held had already increased by 1,200 times.You see, nowadays, big guys only need to move their fingers to build a shell, and they can achieve two small goals, even without doing PPT.Perhaps it's too easy to make this money. Since last year, from large PE institutions such as CITIC Capital and Hony Capital, to well-known investors such as Fang Fenglei and Hu Zuliu, to Guan Jinsheng, who has been silent for many years, and Jia Yueting, who has been suffocated by his dreams, The establishment of SPAC has become the consensus of the big guys.Of course, compared with the digital currency ICOs that \"fooled\" all kinds of celebrities to join in those days, those currently making efforts in the SPAC field are basically primary market investors.And because SPAC doesn't have to fool retail investors into playing together like ICO from establishment to mergers and acquisitions, it is also more low-key in public opinion.Only through<a href=\"https://laohu8.com/S/GS\">Goldman Sachs</a>A latest research report-yes, Goldman Sachs, whose employees at the bottom of the investment bank wrote a PPT protest because of the overwhelming workload of the SPAC-we can know how popular this \"undercurrent\" is.According to statistics, in the ten years from 2009 to 2019, a total of 226 SPAC companies conducted IPOs. In 2020 alone, the number of IPO SPAC companies exceeded the sum of the past decade, reaching 228.By 2021, it will take less than 3 months for the number of IPO SPAC companies to reach 200.In addition, the total IPO financing of SPAC companies in 2020 is US $77 billion, accounting for half of the US stock IPO market. In the first two months of 2021, the IPO financing amount of SPAC has exceeded 56 billion US dollars, reaching 2/3 of the US stock IPO market.<img src=\"https://static.tigerbbs.com/1cf570d88b3636c5d3aaf112f06f4554\" tg-width=\"924\" tg-height=\"568\" referrerpolicy=\"no-referrer\">In other words, two-thirds of the companies listed in the United States in the first two months of this year were empty \"blank check\" companies, and they have raised more than 350 billion yuan.According to Goldman Sachs statistics, there are now more than $100 billion in SPAC funds wandering around the market looking for acquisition targets, and if it continues to develop at the current rate, the value of companies acquired by SPAC companies will exceed $700 billion in the next two years.What is the concept of $700 billion?In 2020, the global IPO scale will be approximately US $300 billion. In other words, Goldman Sachs feels that SPACs will inflate a new IPO market in the next two years.We have all been educated for many years. The reason why there are so many backdoor speculation in A-shares is that A-shares are not registered. Look at the U.S. stock market, aren't they all companies that regularly go through IPOs?However, the SPAC fire proves that your uncle is still your uncle-just in<a href=\"https://laohu8.com/S/00170\">China Capital</a>While the family is still struggling to find a shell and fried shell, the United States has realized a fully automatic production line for shells.twoSo, what exactly is the essence of a SPAC?It's actually not complicated,It's a \"blatant\" shell company，Complete the IPO through a special channel allowed by American regulation and raise funds, and then use the funds to acquire a target company with actual business.Therefore, the target company achieved its own listing by grafting flowers and trees.Some people compare it to a \"blind box\" in the investment circle, because investors will not know what assets they ultimately hold until the SPAC completes the merger and acquisition.This metaphor is really subtle, but it is not only to describe the investment side, but also to describe the initiators of the production SPAC.Let's talk about the former first.First of all, the establishment mechanism of SPAC determines that there is almost no risk of loss for funds participating in IPOs.Because if the merger and acquisition is not completed within the specified time, the SPAC sponsor needs to return the funds to the investors intact.Moreover, since the funds will be credited to a specially regulated account during the IPO, there is no risk of being diverted by the sponsor for other purposes.Even better, even if the SPAC announces the merger target, if investors are not optimistic about the quality of the target company, they can withdraw funds at any time before the end of the merger.In other words, the funds participating in the SPAC IPO get not only a blind box, but also a blind box that can be returned 100% if you don't like it after opening it.Therefore, according to research statistics, for funds participating in SPAC IPOs, the average annualized rate of return in the past few years can reach 11.6%, and the probability of loss is zero.Who doesn't love this box?Of course, this part of the funds has to pay the time cost, that is, the opportunity cost lost by choosing to participate in the SPAC without making other investments-if the SPAC merger fails within two years, this part of the funds can only be paid back.But for U.S. investors whose policy rates are lying on the floor and will be on the floor for the foreseeable future, this time cost is almost non-existent now.No wonder Goldshing declared,SPACs are a good alternative to cash in a zero interest rate environment.<img src=\"https://static.tigerbbs.com/22fee890a51600fb8766eba74edc13d2\" tg-width=\"882\" tg-height=\"670\" referrerpolicy=\"no-referrer\">Let's talk about the latter.For the sponsors of SPACs, in theory, they don't know what kind of target companies they can find for mergers and acquisitions in the future. Because according to SEC regulations, SPACs are not allowed to lock in the target company to be acquired before the IPO, otherwise they must make detailed information disclosure, which will greatly affect the process of the IPO.But is that really the case?Then why are SPACs often set up by those PE/VC bosses who hold the assets of companies to be listed?Why is the average time from IPO to announcement of mergers and acquisitions for SPACs shortened from 387 days from 2010 to 2019 to 366 days in 2020, and then further shortened to 175 days this year?There will even be a SPAC company like Northern Star Investment Corp II that announced its merger and acquisition target less than a month after its listing?So, as the head of the Asian equity capital markets department of a foreign investment bank told the media:\"In fact, many private equity firms are optimistic about the target before the SPAC is listed, which may be a long-term concern, and may not necessarily inject it immediately after the listing; it may also be that the SPAC will definitely inject certain assets as soon as it is listed, and there is no need to wait for as long as two years...\" \"... Although the acquisition target cannot be publicly mentioned when the SPAC is listed, as long as the expected acquisition target can be described specifically enough during the publicity, it will be silent... There is no real hammer in supervision, and it is not easy to manage.\" For SPAC sponsors, like the manufacturers of blind boxes, they know from the beginning which blind box contains rare models, and even the probability of rare models can be calculated clearly.At this point, we can summarize the essence of SPAC-In fact, it is a new type of cash-out tool invented by the capital circle. It is a cash alternative to financial management discovered by the capital circle. It is a \"Fast Track\" found when everyone is worried about not being able to catch up with this capital feast.Want to find an exit channel for the company you invested in in previous years, but suffering from too long IPO time and too high requirements? It doesn't matter, let's set up a SPAC first.The company wants to go public, but it doesn't even meet the most basic requirements of the US stock registration system? It doesn't matter, go find a SPAC for mergers and acquisitions.Have a sum of money to invest and want both capital preservation and potentially high yields? No problem, go and invest in a SPAC IPO.Therefore, SPAC is a blind box, and it is also a \"packing box\" before the end of the feast.It can lock in the fruits of victory in advance for those primary market bosses who are worried that the companies they invest will not catch up with the IPO window;It can act as a white knight for those entrepreneurs who failed on the IPO road for various reasons;It can also provide a solution for those hedge fund funds who are afraid of stepping short and chasing high prices.From this perspective, it is difficult to think about SPACs not being popular.threeSince SPAC is such a good thing, why didn't it suddenly get serious until the past two years?In addition to what was mentioned in the previous part, for the capital side, the low interest rate environment in the past two years has reduced the time cost of investing in SPACs to almost zero, and the remaining reasons can almost all be summarized in eight words--Time waits for no man, seize the day.After all, for companies that want to go public, SPAC is by no means a perfect listing model. On the contrary, listing through SPAC is the same as the so-called \"bloody listing\" when the Nasdaq bubble burst.Open the merger and acquisition prospectus of any SPAC, and you will see how expensive it is for the founder of a company to go public with a SPAC.Simply put, after the acquisition is completed, the property rights and control rights of the founder of the target company will almost be sharply diluted.This has also led to the fact that for so many years after the birth of SPAC, any company that can go public on the path of IPO is never willing to go public through the SPAC model. In such an a vicious circle, the latter are left with defective products that can't be put on the market.However, this situation changed dramatically in October 2019.If you have an impression of the U.S. stock market during that time, the most explosive news is the super unicorn in the shared office industry<a href=\"https://laohu8.com/S/WE\">WeWork</a>The listing failed.The failure of the sprint IPO not only burst WeWork's valuation bubble, but also caused the founder to be plagued by scandals and slump.As at the time<a href=\"https://laohu8.com/S/MS\">Morgan Stanley</a>It was pointed out in a report to investors:\"The failure of WeWork's IPO marks the end of an era, an era in which the company can obtain ultra-high valuations even if it is not profitable.\" Not only did WeWork, a giant \"unicorn\", suddenly leave the IPO front desk, which stimulated the founders of the company, but the difficulties faced by SoftBank, the investor behind WeWork, also made market investors feel the same way.In the subsequent COVID-19 pandemic, the revenue and valuation of many companies seeking to go public have undergone dramatic changes, which has made companies and investors begin to ponder deeply whether they want to seek an IPO that may have high returns but cannot be touched, or to seek a faster and more predictable realization model.Therefore, what Morgan Stanley said at that time was only half right.This era is not over yet. God closed the door to IPO for these unicorns, but opened the window of SPAC--With the two characteristics of ready-made funds and pre-agreed transaction prices and conditions, SPAC provides rare support for market participants who are eager to seek cash.It's like the faceless man in Spirited Away. Anything you feed in will fall out of gold. As a result, in just one year, it expanded into half of the IPO market.After all, since last year, everyone has only one wish-Hurry up!For the sake of speed, investors no longer care whether the listed SPAC is called IPOA or IPOF. Anyway, it is just a shell company. As long as the bull market is still there, what they buy is a ticket that guarantees no loss.In order to be quick, the bosses must set up SPACs in advance, even if they set up many SPACs in one go, they will be criticized by the media. Because it is always necessary to leave a period of time from the establishment of the SPAC to the \"finding\" of the M&A target as a \"fig leaf\", so as not to cause regulatory trouble.In order to be quick, the founders of unicorns have to reluctantly give up their love for many interests that have already been obtained. After all, small intolerance will lead to chaos. Whether it is stock shares or super voting rights, they all must give way to the goal of listing.It can be said that SPAC is the crystallization of wisdom in this IPO era that is eager for quick success and instant benefit. It is the solution after hoarding a large number of unicorns in the era of large-scale release in the past ten years, and it is even more important for this round of\"King of Bubbles\"。fourAt the end of the report, Goldman Sachs quoted a Stanford professor's doubts about the structure of SPACs.\"What I can't figure out most about SPAC is why there is such a capital structure that first raises funds and then looks for listing targets, but at the same time allows this part of the raised funds to withdraw at any time, and new investors to enter at any time? In such a ridiculous capital structure, who will pay the bill?\" I don't know who paid the bill, but what I'm sure is that the last person who paid the bill won't realize that he is the one who paid the bill until the end of the feast.\n<div class=\"bt-text\">\n\n\n source：<a href=\"https://mp.weixin.qq.com/s/9P4xC37V8tnL-oXWk1cOUw\">起朱楼宴宾客</a>\n\n\n</div>\n</article>\n</div>\n</body>\n</html>\n","type":0,"thumbnail":"https://static.tigerbbs.com/f69a8901240bc6e3841acef55dd4a049","relate_stocks":{"SPCE":"维珍银河"},"source_url":"https://mp.weixin.qq.com/s/9P4xC37V8tnL-oXWk1cOUw","is_english":false,"share_image_url":"https://static.laohu8.com/e9f99090a1c2ed51c021029395664489","article_id":"2125176754","content_text":"2019年10月，年近古稀的维珍集团创始人理查德·布兰森穿着Under Armour特制的太空装，精神奕奕地跳上了纽交所交易大厅的小阳台。\n在敲响维珍银河上市的铜钟后，他激动地说：\n\n 感觉自己离20多年前开始做的航天梦，又近了一步。\n\n助他圆梦的不是一场司空见惯的IPO——别说利润了，维珍银河连每年的收入都只有可怜的几十万美元——维珍银河的上市，是通过将其与一家股票代码为IPOA的SPAC公司合并实现的。\n如果这么讲有点难理解的话，用中国股民们更加熟悉的词汇来说，就是维珍银河成功“借壳上市”了。\n敲钟后，维珍银河的股价在三个月内翻了3倍，并在之后的一年多中从10美元一度涨到60多美元。\n然而对于这家目前市值超过60亿美元，但去年营收只有20万，且二三四季度颗粒无收的公司来说，在这一轮堪称完美的资本运作中获利最大的，并非理查德·布兰森，当然也不会是买了船票却还在排队的那些太空乘客们，而是那家名为Social Capital Hedosphia Holdings的SPAC公司发起人。\n我们来算一笔账。\n这家SPAC公司在2017年成立时一共对外发行了6000万股，募资达到6亿美元。\n由于SPAC的“玩法”是发起人有权无偿获得IPO之后股份的20%，也就是说，他自动拥有了天上掉下来的1500万股。此外，他还获得了相当于持有股份20%的认股权证。\n而随着这家SPAC公司和维珍银河的成功合并，这位发起人不但成为了新维珍银河公司的董事长，而且手上的股权也迅速升值到15亿美元。\n而他的初始投入，不过是设立这家SPAC公司时所需的2.5万美元。\n美国的资本家们，再一次定义了“空手套白狼”这个词。\n而这位发起人不是别人，正是在几个月前Gamestop散户大战华尔街事件中，为散户“发声”而一战成名的Chamath Palihapitiya。\n他那段最出名的发言是这么说的：\n\n “……2008年股灾，有的人一套十多年，有的人失去了房子和车子，现在散户们找到了个机会抱团买GME，你们居然就叫嚣法律管控，凭啥机构这么多年违法操作，大家连眼皮都不眨一下？凭啥他们做空了140%也可以不被追责，而我们要承担责任？要不是华尔街天天利用散户不能用的工具，怎么可能多40%而被散户抓到空子？”\n\n华尔街有没有利用散户不能用的工具牟利咱不知道，但Chamath自己利用SPAC这种散户连影子都抓不到的“工具”，空手套出来十几亿美金，这倒是板上钉钉的事实。\n\n而在尝到甜头之后，他更是一口气成立了从IPOB、IPOC到IPOF的一连串新SPAC公司，募资超过30亿美元。\n所以，他是准备用字母表实现人生理想吗？\n一\n想用SPAC实现人生理想的，可不止Chamath一个。\n小超人李泽楷的SPAC公司在去年10月也成功的在纳斯达克IPO了，代号BTWN。\n他花了2.5万美元，获得了287.5股创始人股票，而截至到3月31日收盘，这家SPAC公司的市值已经达到了7.5亿美元。\n换句话说，李泽楷造了一个空壳公司，只花了五个月，还没有装进任何资产，持有的股票价值就已经增值了1200倍。\n你看，现如今大佬们只需要动动手指造个壳，就可以实现两个小目标，连PPT都不用做了。\n或许是这钱赚得太容易，从去年开始，从中信资本和弘毅投资这样的大型PE机构，到方风雷、胡祖六等知名投资人，再到沉寂多年的管金生和为梦想窒息的贾跃亭，设立SPAC已经成为大佬们的共识。\n当然，与当年“忽悠”了各类名人加入的数字货币ICO相比，目前在SPAC领域发力的，还基本都是一级市场投资人。\n而且因为SPAC从设立到并购都不用像ICO那样要忽悠着散户一起玩，所以在舆论上也更加的低调。\n只有通过高盛的一份最新研报——对，就是那家底层投行员工因为SPAC工作量爆棚而写PPT抗议的高盛——我们才能知道这股“暗流涌动”究竟有多么的火爆。\n根据统计，在2009年到2019年的十年间，一共有226家SPAC公司进行IPO。而仅仅在2020年一年，IPO的SPAC公司就超过了过去十年的总和，达到228家。\n而到2021年，IPO 的SPAC公司达到200家只用了不到3个月的时间。\n另外，2020年SPAC公司的IPO融资总额是770亿美元，占到了美股IPO市场的半壁江山。而在2021年的前两个月，SPAC的IPO融资额已经突破了560亿美金，达到了美股IPO市场的2/3。\n\n换句话说，今年前两个月在美国上市的公司里，有三分之二都是里面空空如也的“空白支票”公司，而他们已经募到了超过3500亿人民币。\n根据高盛的统计，现在有超过1000亿美元的SPAC资金在市场上四处游荡，寻找收购目标，而如果按现在的速度继续发展，在未来两年时间里，SPAC公司收购的公司价值将超过7000亿美元。\n7000亿美元是什么概念呢？\n2020年，全球的IPO规模大概是3000亿美元。也就是说，高盛觉得SPAC在未来两年将膨胀出一个新的IPO市场出来。\n多少年来我们都被教育，之所以A股存在那么多的借壳炒壳，是因为A股不是注册制。你看美股，不都是正正规规走IPO的公司吗？\n然而SPAC的大火，证明了你大爷还是你大爷——就在中国资本家还在苦苦寻觅一个壳和炒壳的时候，美国已经实现了壳的全自动生产流水线。\n二\n那么，SPAC的本质究竟是什么？\n其实并不复杂，就是一家“明目张胆”的空壳公司，通过一个美国监管允许的特殊渠道完成IPO并且募集到资金，然后再用这笔资金去收购一家有实际业务的目标公司。\n于是，通过移花接木的方式，这家目标公司就实现了自身的上市。\n有人将其比作是投资圈的“盲盒”，因为在SPAC完成并购前，投资者都不会知道最终持有的是什么资产。\n这个比喻着实精妙，但不仅仅在于形容投资端，更在于形容生产SPAC的发起人们。\n先说前者。\n首先，SPAC的设立机制决定了参与IPO的资金几乎没有亏损风险。因为如果在规定时间内没有完成并购，SPAC发起人需要将资金原封不动地退还给投资者。\n而且由于资金在IPO时会被打入了一个特殊监管的账户，所以并没有被发起人挪为他用的风险。\n更妙的是，就算SPAC宣布了并购标的，如果投资人不看好标的公司质量的话，也可以在并购结束前随时取回资金。\n换句话说，参与SPAC IPO的资金拿到的不仅是一个盲盒，更是一个如果打开之后自己不喜欢，还能百分百退货的盲盒。\n因此，根据研究统计，对于参与SPAC IPO的资金来说，过去这些年的平均年化收益率可以达到11.6%，而且亏损几率为零。\n这一盒，谁不爱？\n当然，这部分资金要付出的是时间成本，也就是选择参与SPAC而没有去做其他投资所损耗的机会成本——万一两年内SPAC并购失败，这部分资金只能回本而已。\n不过对于政策利率趴在地板上，且在可以预见的未来都会在地板上的美国投资者来说，这个时间成本现在几乎不存在。\n难怪高盛会宣称，SPAC在零利率环境下是现金的良好替代品。\n\n再说后者。\n对于SPAC的发起人来说，理论上他们也不知道自己未来能找到什么样的标的公司来做并购。因为根据SEC的规定，SPAC不得在IPO前锁定拟收购的标的公司，否则要做详尽的信息披露，而这会大大影响IPO的进程。\n但事实真的是这样吗？\n那为什么设立SPAC的往往是那些手握拟上市公司资产的PE/VC大佬呢？\n为什么SPAC从IPO到宣布并购的平均时间，会从2010~2019年的387天，缩短到2020年的366天，再到今年进一步缩短到175天呢？\n甚至会出现Northern Star Investment Corp II这种上市不到一个月就宣布了并购标的的SPAC公司呢？\n所以，就像一家外资投行的亚洲股票资本市场部负责人对媒体说的那样：\n\n “其实很多私募在SPAC上市前就看好目标了，可能是长期关注的，不一定上市后就立刻注入；也可能是SPAC一挂牌就确定会注入某些资产，不用等两年那么久……”“……虽然在SPAC上市的时候不能公开提及收购目标，但只要在宣传的时候可以把预期的收购对象描述的足够具体，就尽在不言中了……监管没有实锤，也不好管。”\n\n对于SPAC发起人来说，他们和盲盒的生产商一样，从一开始就知道哪个盲盒里面是稀有款，甚至连稀有款的概率都能算得一清二楚。\n到这里，我们可以总结出SPAC的本质了——\n其实就是资本圈发明的一款新型套现工具，是资金圈发现的包赚不赔的现金替代理财，是所有人担心赶不上这场资本盛宴时找到的一条“Fast Track”。\n想为之前几年投的公司找退出渠道，却苦于IPO时间太久、要求太高？没关系，先成立个SPAC吧。\n公司想上市，却连最基本的美股注册制的要求都没达到？没关系，去找个SPAC做并购啊。\n有一笔钱要投资，既要保本又想要潜在的高收益？没问题，去投个SPAC的IPO呗。\n所以，SPAC是个盲盒，更是个盛宴结束前的“打包盒”。\n它可以替那些担心投出去的公司赶不上IPO窗口的一级市场大佬们提前锁定胜利的果实；\n可以为那些在IPO路上因为种种原因铩羽而归的创业者们充当白衣骑士；\n也可以为那些怕踏空又怕追高的对冲基金资金们提供一个包赚不赔的解决方案。\n从这个角度来看，SPAC想不火都难。\n三\n既然SPAC是一个这么好的东东，为什么直到这两年才突然受重视呢？\n除了前一部分提到的，对于资金方而言，这两年的低利率环境让投资SPAC的时间成本降到几乎为零之外，剩下的理由几乎都可以总结为八个字——\n时不我待，只争朝夕。\n毕竟对于想要上市的公司而言，SPAC绝非完美无缺的上市模式，甚至恰恰相反，通过SPAC上市和纳斯达克泡沫破裂时所谓的“流血上市”是一样的。\n打开任意一份SPAC的并购说明书，你就会发现利用SPAC上市对公司创始人来说代价有多么高昂。\n简单来讲，就是在收购完成之后，并购标的公司创始人的财产权与控制权几乎都会被急剧稀释。\n这也就导致了在SPAC诞生后的这么多年来，但凡能走IPO道路上市的公司，都绝不愿意通过SPAC模式上市。而在这样的恶性循环中，留给后者的都是那些上不了市的残次品。\n然而这一局面在2019年10月份发生了天翻地覆的变化。\n如果对那段时间的美股市场有印象的话，最爆炸性的新闻莫过于共享办公界的超级独角兽WeWork上市失败了。\n冲刺IPO失败不仅让WeWork的估值泡沫破裂，更让创始人丑闻缠身，一蹶不振。\n正如当时摩根士丹利在给投资者的一份报告里指出的：\n\n “WeWork IPO的失败，标志着一个时代的终结，一个哪怕公司不盈利，也可以获得超高估值的时代。”\n\n不仅仅是WeWork这只巨无霸“独角兽”从IPO的前台黯然离场刺激到了企业创始人们，WeWork背后投资人软银由此面临的困境也让市场投资者们感同身受。\n而在此后的新冠疫情中，许多谋求上市的企业自身的营收和估值都出现了戏剧性变化，这让企业和投资人开始深思，自己到底是要谋一个可能收益很高但却会摸不着的IPO，还是去求一个更快而且更有可预测性的变现模式。\n因此，大摩当时的话只说对了一半。\n这个时代还没有结束，上帝给这些独角兽们关上了IPO的门，却打开了SPAC的窗——\nSPAC以现成的资金，以及事前说定的交易价格和条件这两大特点，为急于寻求变现的市场参与者提供了难得的支撑。\n它就像千与千寻里的那个无脸男，你喂进去任何事物，都会掉出黄金。于是乎，仅仅用了一年的时间，它就膨胀出了IPO市场的半壁江山。\n毕竟去年以来，所有人都只有一个心愿——快！\n为了快，投资者们根本不再关心上市的SPAC是叫IPOA还是IPOF，反正都只是一个空壳公司，只要牛市还在，自己买的就是一张包赚不赔的船票。\n为了快，大佬们要提前设立好SPAC，哪怕一口气设立很多个会被媒体吐槽。因为总要给SPAC成立到“找到”并购标的留一段时间做“遮羞布”，免得惹来监管的麻烦。\n为了快，独角兽创始人们不得不对很多已经到手的利益忍痛割爱，毕竟小不忍则乱大谋。无论是股票份额，还是超级投票权，统统要让道于上市的目标。\n可以说，SPAC就是这个急功近利的IPO时代的智慧结晶，是过去十年大放水时代里囤积出大量独角兽后的解决方案，更是这一轮的“泡沫之王”。\n四\n高盛在报告的最后，援引了一位斯坦福教授对于SPAC结构的疑惑，\n\n “关于SPAC我最想不通的是，为什么会产生这样一种资本结构，先募集资金，再去寻找上市标的，但同时又允许这部分募集资金随时退出，新投资者随时进入？在这样一种荒谬的资本结构中，究竟是谁来买单呢？”\n\n买单的究竟是谁我不知道，但我敢确信的是，最后买单的人，不到盛宴结束的那一天，一定不会意识到，自己就是那个买单人。","news_type":1,"symbols_score_info":{"SPCE":0.9}},"isVote":1,"tweetType":1,"viewCount":1556,"commentLimit":10,"likeStatus":false,"favoriteStatus":false,"reportStatus":false,"symbols":[],"verified":2,"subType":0,"readableState":1,"langContent":"EN","currentLanguage":"EN","warmUpFlag":false,"orderFlag":false,"shareable":true,"causeOfNotShareable":"","featuresForAnalytics":[],"commentAndTweetFlag":false,"andRepostAutoSelectedFlag":false,"upFlag":false,"length":88,"xxTargetLangEnum":"ORIG"},"commentList":[],"hasMoreComment":false,"orderType":2}