Breakfast

Introduction

Phill LoFaso, Managing Director, DealFlow Events

State of the Market

• Overview of notable deal activity including a recap of 2024 year-end performance
• Recent SPAC deals reveal successes and failures
• Market forecast through 2025 and beyond
• Why SPACs will continue to be an attractive vehicle for raising capital

Doug Ellenoff, Partner, Ellenoff, Grossman and Schole

Addressing Today’s SPAC Market Challenges

• Evolving SPAC structures that better suit today’s market
• Optimizing post-close trading performance and liquidity
• Expediting SPAC deals by addressing key process and timing complexities
• PIPE and trust redemption strategies to address capital-raising concerns
• Navigating the “new” SEC

Karim Anani, Global and Americas Transactions Leader, Ernst & Young
James Graf, CEO/CFO, Graf Global,
Joel Rubenstein, Partner, White & Case
Mark Schwartz, IPO/SPAC/Privates Advisory Leader, Ernst & Young

Networking Break

Legal Issues & Risk Mitigation

• Understanding the full range of SPAC legal risks
• Avoiding overly optimistic forecasts to reduce the risk of litigation and investor backlash post-merger
• SPAC-related shareholder lawsuit examples and risk management insights
• Understanding D&O insurance: A safety net for back-office SPAC operations

Joshua DuClos, Partner, Sidley Austin LLP
Yelena Dunaevsky, Partner/SVP, Transactional Insurance, Woodruff Sawyer
Destiny Hance, Vice President Equity Research, Ladenburg Thalmann
Perrie Weiner, Partner, Baker McKenzie

Renewed Focus on Quality Deals & Due Diligence

• SPACs shifting toward higher-quality targets as investors become more selective
• Investors shifting to prioritizing SPAC targets with solid revenue, profitability, long-term growth potential
• Sponsors trending toward deeper financial, operational, and legal evaluations before finalizing a deal
• What constitutes a successful SPAC merger today?
• “SPAC Best Practices” for improving investment outcome

Jason Bishara, Financial Practice Leader, NSI Group
Jenn Calabrese, Founder & CEO, Calabrese Consulting
Joseph Fede, Partner/CPA, Withum
Paul Wood, Managing Director & Co-Head of SPAC Investment Banking, BTIG
TBA, Goodwin Proctor

New Investor Engagement Strategies

• Greater focus on institutional investors
• Funding alternatives if PIPE financing becomes difficult to secure
• Selective investor targeting – SPACs pursuing investors with specific expertise or strategic alignment with a target company
• Regulatory compliance as a selling point – demonstrating credibility and attracting cautious investors
• More realistic valuation and deal structuring – demand for fairer valuations and better-aligned incentives leads to more disciplined deal-making

Matt McCloskey, Head of Equity Capital Markets, I-Bankers Securities
Christine McNerney, CFA, Periscope Capital
Henry Rogano, Senior Investment Associate, Meteora Capital
Marc Van Tricht, Head of Capital Markets, EarlyBird Capital

Lunch

SPACs by the Numbers

• IPO Activity
• Outcomes and Market Dynamics
• Deal and Financing Trends
• DeSPAC Performance

Benjamin Kwasnick, Founder, SPAC Research

International SPAC Trends & Cross-Border Opportunities

• International SPAC deals are gaining traction, particularly in Europe, Asia, and the Middle East
• Why foreign companies looking to access U.S. markets via SPACs face increased regulatory challenges but continue to explore deals
• Understanding legal, tax, and accounting complexities, as well as geopolitical risks demand thorough due diligence
• Dealing with currency and market risks – accounting for exchange rate fluctuations and differing economic conditions

Cynthia Anandajayasekeram, Partner, Ogier
Avraham Ben-Tzvi, Partner, ABZ Law Office
Drew Bernstein, Co-Chairman, Marcum Asia
Katrina Nacci, Founder & CEO, KN CPA Cross-Border Accounting Advisor

SPAC Structures: Getting Ready for Prime Time

• SPAC IPO Structures (rights vs warrants as well as other creative solutions)
• SPAC component volatility (effects of price volatility in rights and warrants and the effects on your IPO)
• SPAC IPO structure effects on de-SPAC transactions
• Handling Redemptions

Edward Kovary, Managing Director and Head of SPAC Capital Markets, BTIG

Networking Break

Legal Issues with Extensions and the De-SPAC Process

• How the de-SPAC process works
• Prepping S-4 and F-4 regulatory filings at merger close
• Satisfying public company governance standards, including board composition and reporting structures
• Liquidations and potential creditor claims
• How long can it take to list?

Carla Kwarteng Amaning. Partner, Capital Markets, CFGI
Alexandra Low, Senior Associate, Appleby (Cayman) Ltd.
Steve Nelson, President and Chairman, Continental Stock Transfer & Trust
Finn O'Hegarty, Partner, Maples Group
Caitlyn Van Valin, Executive Vice President, Corporate Development, Odyssey Trust

The SPAC Advantage as an “Alternative IPO” Technique

• Faster to public market than traditional underwritten IPOs
• Ability to share forecasts with investors (with resulting potential for higher valuation)
• Satisfying public company governance standards, including board composition and reporting structures
• Reduced market volatility risks – SPAC mergers have a fixed valuation, offering more stability in unpredictable markets
• Flexibility in deal structures – custom deal terms such as earnouts and PIPE financing, to attract high-potential private companies into going public
• Lower barrier to IPO – SPACs help bypass a lengthy and costly traditional IPO process
• Attractive to institutional investors that may not typically invest in smaller, underserved market segments
• Less dependence on underwriting – how companies in overlooked sectors can bypass the challenges of securing traditional IPO underwriters

Asim Grabowski-Shaikh, Partner, Baker Hostetler

Cocktail Reception