Solo Presentation

Sector Opportunities: Where SPACs Remain a Competitive Path to Going Public

• AI infrastructure, crypto, industrial tech, healthcare IT, and energy transition industries are generating interest.
• SPACs remain viable where traditional IPO timing or storytelling is complex.
• Requires strong sponsor credibility and sector expertise.
• Clear capital use plan, not just balance sheet strength.
• Institutional PIPE support.

Structuring the Right SPAC Transaction for All Parties

• Typical structural choice prioritizes one of three parties - sponsor, target, or investors.
• Valuation & Capital Structuring
• Advisor Selection - Bulge bracket, boutique/specialist, deal size
• Counsel Participation, flexible terms, 2024 SEC rules expanded scope and liability
• Transaction Eras - 2019-21 boom, 2022-23 redemption crisis, 2024 rule changes, today's survivors market

Preparing a Target for Public Company Readiness

• Financial controls, governance, FP&A, and audit readiness must be in place before signing business combination.
• Earnout-based vesting.
• Performance triggers, including price, EBITDA, and revenue.
• Backstop agreements.
• Forward purchase agreements.

SPACs - Cash Management and Beyond: A Primer for First Time SPAC Issuers

• Understanding the SPAC cash lifecycle, from IPO trust accounts to de-SPAC deployment.
• Trust account mechanics and compliance.
• Interest income strategy.
• Redemption dynamics and liquidity planning.
• PIPE proceeds integration.

State of the Market

De-SPAC Execution: What Actually Matters

• Redemptions planning begins at IPO, not at merger announcement.
• Backstop capital and non-traditional PIPE investors are increasingly critical.
• Retail investor communication strategy is essential.
• Earnouts bridge valuation gaps without destroying alignment.
• Operational readiness for public markets must start 6-12 months pre-close.

As SPACs and IPOs Rebound, How Companies Evaluate Their Listing Path

• Comparing and contrasting primary listing alternatives: SPAC merger and traditional IPO.
• Key considerations: float and trading dynamics, valuation, investor base development, analyst coverage, and timing.
• Sector and stage of development considerations.
• How these journey evaluations evolve over time.
• Dual-track (SPAC and IPO) considerations.

Litigation & Enforcement Trends Shaping the Next Phase of the SPAC Market

• Evolving SEC enforcement priorities.
• Disclosure liability trends.
• Sponsor and director exposure.
• De-SPAC transaction lawsuits.
• Best practices to mitigate risk.
• Creditor claims against SPAC trusts/litigation to protect the trusts

Cross-Border SPAC Transactions in a Resurgent Global Market

• Why international targets are showing renewed interest in SPAC listings.
• Valuation gaps between U.S. and non-U.S. markets create opportunity.
• U.S.-listed SPACs remain attractive gateways to deep liquidity pools.
• Dual-track optionality, including SPAC plus local IPO.
• PIPE participation from global investors.

Building Market Support: IR, Liquidity, and Trading Dynamics for Newly Public Companies

• Establishing a compelling IR narrative.
• Identifying and engaging the right long-term shareholders.
• Securing analyst coverage and leveraging it to broaden visibility and credibility.
• Understanding volatility, lock-up expirations, and market-making activity.
• Managing disclosure obligations and financial printing, from IPO, SPAC formation, and de-SPAC filings to post-listing SEC reporting.
• Positioning for follow-on offerings, uplistings, and sustained market support.

What Targets Should Consider Before Choosing a SPAC

• Does the sponsor add strategic value beyond capital?
• Access to PIPE and institutional relationships.
• Experience taking companies public.
• Alignment structure and promote terms.
• Realistic valuation expectations.

Regulatory & Governance Landscape

• SEC scrutiny on projections and disclosures remains elevated.
• Clearer guardrails around financial forecasts.
• Increased focus on board independence and governance standards.
• Alignment of sponsor promote with long-term performance.
• Litigation risk management now standard in deal planning.
• SPAC, De-SPAC, and Post-Listing - Managing SEC Disclosure Obligations

Capital Markets, Valuation & PIPE Trends: The Shift to More Realistic Valuations

• The 2020-2021 SPAC boom vs. today's rationalized market.
• Valuations anchored to realistic, achievable, and risk-adjusted projections.
• Multiple valuation approaches are used as appropriate and available.
• Earnout structures are more common and tied to the projections.
• The earnout is fair valued to account for the probability that projections are not achieved, which lowers the consideration on Day 1.