Solo Presentation

Mitch Nussbaum

Co-Chair, Loeb & Loeb

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.

Guy Barudin

Managing Director, Investment Banking, Chardan

Joe Fede

Partner, CPA, Withum

Dimitre Genov

Managing Director, Brookline Capital Markets

Morris Zarif

Founder and Managing Partner, Zarif Law Group

Brandon Sun

Managing Director, Head of SPAC Investment Banking, Cohen & Company Capital Markets

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

Adam Kerbis

Managing Director, Head of SPAC Investment Banking, E.F. Hutton

Henry Rogano

Senior Investment Associate, Meteora Capital

Anthony Zangrillo

Shareholder, Capital Markets, Greenberg Traurig

Nolan Munafo

Director of Investment Banking, E.F. Hutton

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.

Natalie Verbanac

Managing Partner
CBIZ

Adam Berkaw

Partner, EGS

Chris Brandes

Partner, CFGI

David Briones

CEO, Brio Financial Group

Machua Millett

CIO, Lockton

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.

Tony Ditri

Senior VP Business Development, BNY Investments Dreyfus

Carey Savio

Partner - Audit Services, Weaver

John Vessa

Managing Director, The Harbor Group at Morgan Stanley Wealth Management

State of the Market

Doug Ellenoff

Partner, EGS

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.

Desiree Carlo

Senior Vice President, Laurel Hill Advisory Group

Jenn Calabrese

Founder & CEO, Calabrese Consulting

Yelena Dunaevsky

Partner/SVP, Transactional Insurance, Gallagher

Meaghan Miller

VP Global Capital Markets, DFIN

Roger Salazar

Managing Director, Head of Global Capital Markets, ARC Group Securities

Caitlyn Van Valin

EVP Corporate Development, Odyssey Trust Company

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.

Karim Anani

Global Transactions Accounting Advisory Leader, Ernst & Young

Mark Schwartz

IPO, SPAC, and Private Advisory Leader, Ernst & Young

Joel Rubinstein

Partner, White & Case

Michael Pilo

Partner, Baker McKenzie

Marc Drechsler

Executive Vice President, Financial Communications, Weber Shandwick

Brandon Sun

Managing Director, Head of SPAC Investment Banking, Cohen & Company Capital Markets

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

Cynthia Anandajayasekeram

Partner, Ogier

Steven Nelson

President & Chairman, Continental Stock Transfer & Trust

Michael Tomasulo

Senior Managing Partner, The Baldwin Group

Daniel Forman

Partner, Lowenstein Sandler LLP

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.

Andrew Barker

Partner, Walkers (Cayman) LLP

Drew Bernstein

Co-Chairman and Co-CEO, MarcumAsia

Alexandra Low

Partner, Appleby (Cayman) Ltd

Paul Wood

Managing Director, Co-Head of SPAC Investment Banking, BTIG

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.

Simon Willcocks

Senior Vice President, IR & Corp. Advisory, Alliance Advisors IR

Brian Cavalli

Director of Sales, Edgar Agents

James Cotto

Managing Director, The Cotto Wealth Management Group at Morgan Stanley

Crocker Coulson

CEO, AUM Advisors

Seth Farbman

Chairman and President, VStock Transfer, LLC

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.

Jocelyn Arel

Partner, Goodwin Procter

Mike Blankenship

Managing Partner, Houston & Co-Chair, Capital Markets Practice, Winston Taylor

Meredith Laitner

Partner, EGS

Peter Wright

CEO, McKinley Acquisition Corp.

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

Chaz Churchwell

Owner, Churchwell Insurance Agency

Matthew Gray

Partner, EGS

Steven Kreit

Founding Partner and Managing Partner, Kreit & Chiu CPAs LLP

Alex Weniger-Araujo

Partner, McGuireWoods

Michael Lockwood

Partner, Maples Group

Balaji Muthukrishnan

COO, DataTracks Services Private Limited

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.

John Agogliati

Senior Managing Director, Marshall & Stevens

Giovanni Caruso

Co-Chair SPACs, Loeb & Loeb

Joe Tonnos

Managing Director, Investment Banking, Roth Capital Partners

Marc Van Tricht

Head of Capital Markets, EarlyBirdCapital Inc.

Gaurav Verma

Co-Head of Investment Banking, D. Boral Capital

Jonathan Grubbs

Director | Business Valuation & Investigation Services, Aprio Advisory Group, LLC