The Impact of Venture Capital Investment on the Accounting of SPAC Merged Companies. Kang You Jung Advisor : Prof. Choi Sung Ho, Ph.D. Department of Business Administration, Graduate School of Chosun University The increasing importance of entrepreneu...
The Impact of Venture Capital Investment on the Accounting of SPAC Merged Companies. Kang You Jung Advisor : Prof. Choi Sung Ho, Ph.D. Department of Business Administration, Graduate School of Chosun University The increasing importance of entrepreneurial finance has substantially expanded the role of venture capital (VC) in fostering innovation, promoting firm growth, and facilitating access to capital markets. As venture-backed firms seek efficient exit opportunities, Special Purpose Acquisition Companies (SPACs) have emerged as an increasingly important alternative listing mechanism. Since the introduction of SPACs in the South Korean capital market in 2009, SPAC mergers have become an important pathway through which innovative and high-growth private firms become publicly listed. Compared with traditional initial public offerings (IPOs), SPAC mergers offer several advantages, including a shorter time to listing, reduced exposure to market uncertainty, and greater flexibility in valuation negotiations. Nevertheless, the unique institutional structure of SPAC transactions, characterized by fixed merger deadlines, sponsor incentives, and pressures to complete transactions, may intensify agency conflicts and information asymmetry among market participants. Consequently, concerns regarding the quality of financial reporting surrounding SPAC mergers have attracted increasing attention from academics, regulators, and investors. Venture capitalists are generally regarded as sophisticated investors possessing specialized expertise, monitoring capabilities, and a certification role. Existing literature suggests that VC investors mitigate information asymmetry, strengthen corporate governance, and improve financial reporting quality through active monitoring and managerial support. However, venture capital investment is inherently exit-driven. Because VC funds operate under finite investment horizons and are evaluated primarily on investment performance, VC investors may also have incentives to maximize firm valuation at the time of exit. These incentives may induce support for opportunistic reporting behavior immediately prior to public listing. Accordingly, venture capital may play dual and potentially conflicting roles as both an effective monitoring mechanism and an opportunistic value-maximizing investor. These competing incentives are expected to be particularly salient in the context of SPAC mergers. Unlike traditional IPOs, SPAC transactions involve multiple stakeholders with heterogeneous economic interests, including sponsors, underwriters, target firm managers, and VC investors. Moreover, the successful completion of a SPAC merger is closely tied to the economic benefits received by these stakeholders. Consequently, the financial reporting behavior of SPAC target firms during the pre-merger period may be significantly influenced by VC involvement. Despite the growing importance of SPAC mergers, prior studies have predominantly focused on post-merger performance, market valuation, or sponsor characteristics, while relatively limited attention has been devoted to the influence of venture capital on the financial reporting quality of SPAC target firms. In addition, extant studies generally treat venture capital as a homogeneous governance mechanism, overlooking substantial heterogeneity arising from differences in funding sources, investment objectives, and institutional characteristics. In the South Korean venture capital market, government-sponsored policy capital constitutes a substantial source of venture financing. Accordingly, VC investors may differ considerably in monitoring incentives, exit pressures, and governance preferences depending on their funding sources. Motivated by these considerations, this study investigates the impact of venture capital investment on the financial reporting behavior of firms pursuing public listing through SPAC mergers in the KOSDAQ market. Specifically, this study examines whether VC investment affects accrual-based earnings management and accounting conservatism, and whether these relationships vary according to VC ownership intensity and funding characteristics. Drawing upon agency theory, certification theory, and the heterogeneous governance perspective of venture capital, this study distinguishes between Government-backed Venture Capital (GVC) and Independent Venture Capital (IVC). GVC refers to venture investments financed through government-sponsored policy funds, including those supported by the Korea Fund of Funds, whereas IVC refers to investments primarily financed through privately raised capital. Given their differing objectives and institutional constraints, GVC and IVC are expected to exert differential influences on firms’ financial reporting behavior. The empirical analyses are conducted using a sample of 173 firms that filed for SPAC merger review on the KOSDAQ market during the period from 2010 to 2024, of which 103 received VC investment prior to the merger. Accrual-based earnings management is proxied by discretionary accruals estimated using the performance-matched Kothari et al. (2005) model and the Modified Jones model. Accounting conservatism is examined using both conditional and unconditional measures. Conditional conservatism is estimated following Ball and Shivakumar (2005), while unconditional conservatism is measured using the approach developed by Ahmed et al. To mitigate omitted-variable concerns, the analyses control for various firm-specific characteristics, as well as industry and year fixed effects. The empirical findings provide several important insights. First, VC investment is not significantly associated with discretionary accruals. However, when measured by ownership intensity, VC ownership is positively associated with discretionary accruals, consistent with valuation-enhancing incentives associated with anticipated exit opportunities. Second, VC involvement is positively associated with accounting conservatism. VC-backed firms exhibit stronger conditional and unconditional conservatism than their non-VC-backed counterparts, recognizing economic losses more promptly under adverse operating conditions. This suggests that VC investors continue to perform an effective monitoring and certification role despite the presence of exit incentives. Third, substantial heterogeneity emerges across VC types. GVC ownership is associated with lower levels of accrual-based earnings management and stronger accounting conservatism, whereas IVC ownership is positively associated with earnings management and negatively associated with accounting conservatism. These findings suggest that GVC investors, whose objectives extend beyond financial returns to include policy goals, place greater emphasis on transparency, monitoring, and long-term sustainability. In contrast, IVC investors face stronger pressures to realize returns within finite fund horizons, increasing incentives to support more aggressive financial reporting practices. This study contributes to the literature in several important respects. First, it extends the literature on venture capital and financial reporting by examining the role of VC within the distinctive institutional setting of SPAC mergers. Second, by distinguishing VC according to ownership intensity and funding source, this study advances the literature on venture capital heterogeneity and demonstrates that the governance effects of venture capital are not uniform. Third, this study provides practical implications for investors, regulators, underwriters, and other market participants by highlighting the importance of considering both the intensity and type of VC involvement when evaluating the financial reporting quality of SPAC target firms. Overall, the findings indicate that venture capital cannot be regarded as a monolithic governance mechanism in the context of SPAC mergers. Rather, its influence on financial reporting quality depends on both the degree of VC involvement and the institutional characteristics of its funding sources. These findings underscore the importance of incorporating VC heterogeneity into future research on financial reporting behavior and corporate governance in entrepreneurial firms.