Blank Check Company

A blank check company is a development stage company that has no specific business plan or purpose or has indicated its business plan is to engage in a merger or acquisition with an unidentified company or companies, other entity, or person. These companies typically involve speculative investments and often fall within the SEC’s definition of "penny stocks" or are considered "microcap stocks."

Because of the nature of blank check companies, the SEC does not allow them to use some of the exemptions from the registration requirements when selling their securities. For more information about these exemptions, read our brochure, Q&A: Small Business & the SEC.

In addition, a blank check company registering for a securities offering may be subject to additional requirements for the protection of investors, including depositing most of the raised funds in an escrow account until an acquisition is agreed to and requiring shareholder approval of any identified acquisition.

A type of blank check company is a “special purpose acquisition company,” or SPAC for short. A SPAC is created specifically to pool funds in order to finance a merger or acquisition opportunity within a set timeframe. The opportunity usually has yet to be identified. SPACs are also often structured to avoid being legally subject to the additional requirements described in the last paragraph. However, SPACs often incorporate many of the requirements or some derivation of the requirements in order to attract investors.

http://www.sec.gov/answers/blankcheck.htm