SPACs
Public markets
private patience
In 2023 we extended INDD to the US public markets, sponsoring special-purpose acquisition companies — SPACs — for founder-led businesses that want a listing without losing themselves in the process. The vehicle is different. The promise is the same one we make in Asia: the name stays on the building, and we stay for the long hold.
What a SPAC is
A SPAC is a shell company that lists on a stock exchange with cash and no operations, for the single purpose of merging with a private business and carrying it onto the public market.
Also called a blank-check company, it raises money from public investors first and finds the target second. Because a merger involves fewer filings and fewer safeguards than a conventional listing, it can be a faster — and riskier — route to being public. Critics have called it the poor man's private equity; the SEC files it under a code named, plainly, "Blank Checks."
How the lifecycle works
The IPO and the trust
The sponsor lists an empty company and sells shares to the public at a standard $10 each. Between 85% and 100% of what comes in is locked in an interest-bearing trust account and cannot be touched until a deal — or a wind-down — is put to shareholders.
The search
The sponsor now has roughly 24 months to find a private company and agree terms. The target's fair market value must be at least 80% of the SPAC's net assets, so a blank-check vehicle cannot merge with something trivially small relative to the cash it raised.
The de-SPAC merger
Shareholders vote on the proposed combination. Any investor who dislikes the target can redeem — hand back their shares and take their cash out of the trust, plus interest. If the vote carries, the private business inherits the listing and begins trading as a public company.
Close or liquidate
No merger inside the deadline, and the SPAC unwinds: the trust is returned to public shareholders and the sponsor absorbs the cost of the failed vehicle. It is the discipline that keeps a blank cheque honest — the clock is real.
Why issuers use them
The risks investors weigh
The US market, in numbers
A boom that ran to a record in 2021, then fell as sharply as it had risen. We were deliberately absent for the mania and entered as the market normalised.
| Year | US SPAC IPOs | Capital raised |
|---|---|---|
| 2019 | 59 | $13.6B |
| 2020 | ~250 | $83B+ |
| 2021 — peak | 613 | $162.5B |
| 2022 | 86 | $13.4B |
| 2023 | 31 | $3.8B |
| 2024 | 57 | $9.6B |
US primary-market SPAC IPO activity by year of listing.
How we sponsor
One target, chosen slowly
We raise a SPAC only when we already know the kind of business we intend to merge with — usually a founder-led company we have followed for years. We will let the clock run out before we complete a deal we do not believe in.
Aligned, not extractive
We structure our promote to vest against performance after the merger, not against merely getting one done. The people who bought the trust and the people who ran the company should win on the same terms we do.
We stay after the bell
A listing is a beginning, not an exit. An operating partner joins the board and stays through the first years of public life — the same discipline we bring to every business we control in Asia.
If you are a founder weighing a US listing and want an owner rather than an underwriter, we should talk.