As the leading independent valuation services firm in the world, we are uniquely positioned to provide the requisite fair value determination to support a SPAC’s financial reporting obligations in a timely manner. We can also assist in responding to valuation questions from auditors, other stakeholders and regulators.

In addition, Kroll offers a full suite of services to SPACs, including valuations for financial reporting and tax purposes (i.e., business combinations, warrant valuations, etc.), valuations of interests in SPACs (including founders’ interests, PIPES and restricted shares), fairness opinions, reputational and buy- and sell-side due diligence, contracts and privacy compliance reviews, corporate compliance risk and governance, conflict disclosures and fiduciary obligations analyses, among others.

What We Offer

Transaction Opinions

Fairness Opinions rendered to the Board of Directors of the SPAC on de-SPAC transactions

Transaction Advisory

Financial due diligence on de-SPAC targets
Buy-side due diligence on the target acquisition company including key management
Sell-side due diligence on the SPAC sponsors/founders
Audit and analysis of reasonableness of the financial projections of the SPAC target

Valuation Advisory

Warrant valuations for financial reporting
Valuation of target for Initial Business Combination for regulatory or exchange requirement
Valuations for business combinations / purchase price allocation for financial reporting
Valuation of interests in SPACs (Founders’ interests, PIPES, restricted shares)
Tax valuations and transfer pricing

Accounting Advisory

Classification and accounting assessment for public and private warrants
Accounting assessment for share-settleable earn-out arrangements
Analysis of new share-based awards or forfeiture of original awards
Assistance in SEC reporting requirements such as Earnings Per Share presentation

Governance, Risk and Compliance

Extracting and reviewing contract clauses for potential risks in legal agreements
Assessing security and privacy compliance
Analyzing sponsor incentives, conflict of interest disclosures, and sponsor fiduciary obligations to SPAC and to other clients
Reviewing controls surrounding the receipt of material non-public Information
Evaluating SPAC's corporate governance and reporting
Conducting pre- and post-transaction financial due diligence
Assessing fraud risk of internal controls to determine the appropriate policies and procedures
Providing investigative support resulting from identified internal malfeasance