Show Sections

The IFRS Interpretations Committee (Committee) discussed the following matter and tentatively decided not to add a standard-setting project to the work plan. The Committee will reconsider this tentative decision, including the reasons for not adding a standard-setting project, at a future meeting. The Committee invites comments on the tentative agenda decision. All comments will be on the public record and posted on our website unless a respondent requests confidentiality and we grant that request. We do not normally grant such requests unless they are supported by good reason, for example, commercial confidence.

Tentative Agenda Decision

The Committee received a request about an entity’s acquisition of a special purpose acquisition company (SPAC). The request asked how the entity accounts for warrants on acquiring the SPAC.

In the fact pattern the Committee discussed:

  1. the entity acquires a SPAC that has raised cash in an initial public offering (IPO). The purpose of the acquisition is for the entity to obtain the cash and the SPAC’s listing in a stock exchange. The SPAC does not meet the definition of a business in IFRS 3 Business Combinations and, at the time of the acquisition, has no assets other than cash.
  2. before the acquisition, the SPAC’s ordinary shares are held by its founder shareholders and public investors. The ordinary shares are determined to be equity instruments as defined in IAS 32 Financial Instruments: Presentation. In addition to ordinary shares, the SPAC had also issued warrants to both its founder shareholders and public investors (the SPAC warrants):
    1. founder warrants were issued at the SPAC’s formation as consideration for services provided by the founders. The founders provide no services to the entity after the acquisition.
    2. public warrants were issued to public investors with ordinary shares at the time of the IPO.
  3. the entity acquires the SPAC by issuing new ordinary shares and warrants to the SPAC’s founder shareholders and public investors in exchange for the SPAC’s ordinary shares and the legal cancellation of the SPAC’s warrants. The entity’s owners control the group after the transaction. The SPAC becomes a wholly-owned subsidiary of the entity and the entity replaces the SPAC as the entity listed in the stock exchange.
  4. the fair value of the instruments the entity issues to acquire the SPAC exceeds the fair value of the identifiable net assets of the SPAC.

Who is the acquirer?

In determining the accounting for a SPAC acquisition, an entity first identifies which party is the acquirer in the transaction—that is, which party obtains control of the other. Identifying the acquirer is necessary to determine which party accounts for the acquisition and whether the acquisition meets the definition of a business combination in the scope of IFRS 3. Paragraphs B13–B18 of IFRS 3 specify how to identify the acquirer in a business combination.

In the fact pattern discussed, the entity is the acquirer. Consequently, the acquisition does not meet the definition of a business combination in IFRS 3 because the acquiree (the SPAC) is not a business.

Which IFRS Accounting Standard applies to the SPAC acquisition?

Paragraph 2(b) of IFRS 3 states that IFRS 3 does not apply to ‘the acquisition of an asset or a group of assets that does not constitute a business’. In such cases, that paragraph requires the acquirer to ‘identify and recognise the individual identifiable assets acquired…and liabilities assumed…’.

In the fact pattern discussed, the acquisition of the SPAC is the acquisition of an asset or a group of assets that does not constitute a business. Therefore, the entity identifies and recognises the individual identifiable assets acquired and liabilities assumed as part of the acquisition.

What are the individual identifiable assets acquired and liabilities assumed?

In the fact pattern discussed, the entity acquires the cash held by the SPAC. The entity also considers whether it assumes any liability related to the SPAC warrants.

Does the entity assume the SPAC warrants as part of the acquisition?

In assessing whether it assumes the SPAC warrants as part of the acquisition, the entity considers the specific facts and circumstances of the transaction, including the terms and conditions of all agreements associated with the acquisition. For example, the entity considers the legal structure of the transaction and the terms and conditions of the SPAC warrants and the warrants it issues in the transaction.

The entity might conclude that the facts and circumstances are such that it:

  1. assumes the SPAC warrants as part of the acquisition—in this case, the entity issues ordinary shares to acquire the SPAC and assumes the SPAC warrants as part of the acquisition. The entity then issues new warrants to replace the SPAC warrants assumed.
  2. does not assume the SPAC warrants as part of the acquisition—in this case, the entity issues both ordinary shares and warrants to acquire the SPAC and does not assume the SPAC warrants.

How does the entity account for SPAC warrants assumed as part of the acquisition?

In the fact pattern discussed, the SPAC’s founder shareholders and public investors are not SPAC employees nor will they provide services to the entity after the acquisition. Instead, the SPAC's founder shareholders and public investors hold the warrants solely in their capacity as owners of the SPAC. Therefore, if the facts and circumstances are such that the entity assumes the SPAC warrants as part of the acquisition, the entity applies IAS 32 to determine whether the warrants are financial liabilities or equity instruments.

How does the entity account for the replacement of the SPAC warrants?

In the fact pattern discussed, the entity negotiated the replacement of the SPAC warrants as part of the SPAC acquisition. Therefore, the entity considers the extent to which it accounts for the replacement of the SPAC warrants as part of that acquisition.

No IFRS Accounting Standard specifically applies to this consideration. In applying paragraphs 10–11 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors to develop an accounting policy, the entity refers to, and considers the applicability of, the requirements in paragraph B50 of IFRS 3. If an entity concludes that it accounts for the replacement transaction separately from the SPAC acquisition, the entity does so applying the applicable requirements in IAS 32 and IFRS 9 Financial Instruments.

Does the entity also acquire a stock exchange listing service?

In the fact pattern discussed, the SPAC’s stock exchange listing does not meet the definition of an intangible asset because it is not ‘identifiable’ as described in paragraph 12 of IAS 38 Intangible Assets. Accordingly, it is not an identifiable asset acquired. Nonetheless, the Committee observed that:

  1. paragraph 2 of IFRS 2 states that ‘an entity shall apply this IFRS in accounting for all share‑based payment transactions, whether or not the entity can identify specifically some or all of the goods or services received… In the absence of specifically identifiable goods or services, other circumstances may indicate that goods or services have been (or will be) received, in which case this IFRS applies.’
  2. paragraph 13A of IFRS 2 states that ‘…if the identifiable consideration received (if any) by the entity appears to be less than the fair value of the equity instruments granted or liability incurred, typically this situation indicates that other consideration (ie unidentifiable goods or services) has been (or will be) received by the entity. The entity shall measure the identifiable goods or services received in accordance with this IFRS. The entity shall measure the unidentifiable goods or services received (or to be received) as the difference between the fair value of the share‑based payment and the fair value of any identifiable goods or services received (or to be received).’


The fair value of the instruments the entity issues to acquire the SPAC exceeds the fair value of the identifiable net assets acquired. Therefore, the Committee concluded that, applying paragraphs 2 and 13A of IFRS 2, the entity:

  1. receives a stock exchange listing service for which it has issued equity instruments as part of a share-based payment transaction; and
  2. measures the stock exchange listing service received as the difference between the fair value of the instruments issued to acquire the SPAC and the fair value of the identifiable net assets acquired.

Which IFRS Accounting Standard applies to the instruments issued?

Depending on the specific facts and circumstances of the transaction, the entity issues ordinary shares—or ordinary shares and warrants—in exchange for acquiring cash, for acquiring the stock exchange listing service and for assuming any liabilities related to the SPAC warrants. The Committee observed that:

  1. IAS 32 applies to all financial instruments, with some exceptions. Those exceptions include ‘financial instruments, contracts and obligations under share‑based payment transactions to which IFRS 2 Share‑based Payment applies…’ (paragraph 4 of IAS 32).
  2. IFRS 2 applies to ‘share‑based payment transactions in which an entity acquires or receives goods or services. Goods includes inventories, consumables, property, plant and equipment, intangible assets and other non‑financial assets…’ (paragraph 5 of IFRS 2).

Therefore, the Committee concluded that the entity applies:

  1. IFRS 2 in accounting for instruments issued to acquire the stock exchange listing service; and
  2. IAS 32 in accounting for instruments issued to acquire cash and assume any liabilities related to the SPAC warrants—these instruments were not issued to acquire goods or services and are not in the scope of IFRS 2.

Which instruments were issued for the SPAC’s net assets and which were issued for the service?

If the entity concludes that the facts and circumstances are such that it does not assume the SPAC warrants as part of the acquisition, the entity issues both ordinary shares and warrants to acquire cash and a stock exchange listing service. In this case, the entity determines which instruments it issued to acquire the cash and which it issued to acquire the stock exchange listing service. No IFRS Accounting Standard specifically applies to this determination. Therefore, the entity applies paragraphs 10–11 of IAS 8 in developing and applying an accounting policy. The Committee noted that:

  1. an entity’s accounting policy must result in information that is relevant and reliable (as described in paragraph 10 of IAS 8). An accounting policy that results in allocating all the warrants issued to the acquisition of the stock exchange listing service solely to avoid the warrants being classified as financial liabilities applying IAS 32 would not meet this requirement.
  2. an entity could allocate the shares and warrants to the acquisition of cash and the stock exchange listing service on the basis of the relative fair values of the instruments issued (that is, in the same proportion as the fair value of each type of instrument to the total fair value of all issued instruments). For example, if 80% of the total fair value of the instruments issued comprises ordinary shares, the entity could conclude that 80% of the fair value of instruments issued to acquire cash also comprises ordinary shares.
  3. other allocation methods could be acceptable if they meet the requirements in paragraphs 10–11 of IAS 8.

Conclusion

The Committee concluded that the principles and requirements in IFRS Accounting Standards provide an adequate basis for an entity to determine how to account for warrants on acquiring a SPAC in the fact pattern the Committee discussed. Consequently, the Committee [decided] not to add a standard-setting project to the work plan.

The deadline for commenting on the tentative agenda decision is 23 May 2022. The Committee will consider all comments received in writing by that date; agenda papers analysing comments received will include analysis only of comments received by that date.