Should SPAC Forecasts be Sacked?

Abstract

In 1995 Congress passed the Private Securities Litigation Reform Act (PSLRA), which grants public companies a safe harbor from liability for forward-looking statements (FLS). Because investors cannot reasonably assess the legitimacy of forward-looking information for initial public offerings (IPOs), these companies are excluded from the act’s provision. However, companies that go public through a special acquisition company (SPAC) are defined as merger targets of an already-public firm, and as such, their FLS are protected under the PSLRA safe harbor. In this paper, we offer the first large-scale study on revenue forecasts disclosed in investor presentations given by SPAC targets. We document a positive association between the compound annual growth rate (CAGR) in projected revenue and both market returns and abnormal retail trading during the five-day event window around the investor presentation. We also show that higher revenue growth projections are more likely to be optimistically biased and that firms with higher projections tend to underperform comparable firms during the two-year span following the SPAC merger. Overall, our results attest to the recent concerns expressed by both the SEC and the financial press, that SPAC firms’ aggressive revenue projections compel retail investors, who end up faring worse on their investment.