Wednesday, June 15 Day One

7:45 AM - 8:45 AM

Breakfast (Sponsored By Morrow Sodali)

8:45 AM - 9:00 AM

Opening Remarks

speaker-1

Steven Dresner

CEO
DealFlow Events

Speaker

9:05 AM - 9:25 AM

Presentation

State of The Market

  • Overview of recent deal activity including a recap of 2021 year-end performance
  • Notable changes to SPAC deal structure and possible changes in light of SEC rulemaking
  • Market forecast through 2022
  • How the SEC's proposed rulemaking might impact future SPAC deals

speaker-1

Doug Ellenoff

Partner
Ellenoff Grossman & Schole

Speaker

9:30 AM - 9:50 AM

Presentation

What’s Next for Blank-check Firms?

  • A ticking clock for existing SPACs to get deals done
  • More new SPACs entering the pipeline only means more competition
  • Anticipating what the SEC may do in 2022
  • U.S. SPAC expertise eyeing international targets

speaker-1

Mitch Nussbaum

Vice Chairman; Co-Chair, Capital Markets & Corporate
Loeb & Loeb

Speaker

9:55 AM - 10:15 AM

Presentation

SPAC Litigation: Pain is Inevitable, Suffering is Optional

  • The most alarming types of cases
  • Notable trends
  • Case studies: Avoid mistakes others have already made
  • Insurance as a defense litigation tool?
  • Our SPAC crystal ball

speaker-1

Yelena Dunaevsky

Vice President, Transactional Insurance
Woodruff Sawyer

Speaker

speaker-2

Emily Maier

Partner
Woodruff Sawyer

Speaker

10:20 AM - 10:50 AM

Networking Break

10:50 AM - 11:20 AM

Presentation

Accounting & Audit Considerations during the Lifecycle of a SPAC

  • Pre- and post-IPO accounting requirements and report frequency
  • Audited financial statements and shareholder proxies
  • Accounting for the acquisition transaction
  • Post-merger (de-SPAC) accounting requirements

speaker-1

David Bukzin

Vice Chairman
Marcum

Speaker

11:25 AM - 11:55 AM

Presentation

What it Takes to be a SPAC Sponsor

  • Demonstrating expertise in at least one business sector
  • Maintaining deep connections to finance professionals, private equity
  • Proven hands-on M&A experience, preferably on both the buy and sell sides
  • Track record of C-Suite level management success

speaker-1

Joel Rubinstein

Partner
White & Case

Speaker

speaker-2

Harry You

Vice Chairman
GTY Technology Holdings Inc

Speaker

12:00 PM - 12:30 PM

Presentation

Counseling Private Companies Considering a SPAC in These Turbulent Times

  • Hear what advisors are telling private companies considering SPACs in this environment
  • Navigating some of the tough issues of the day and what to look out for
  • How market and other forces are influencing how companies should behave

speaker-1

Karim Anani

Americas FAAS Transaction leader
Ernst & Young

Speaker

speaker-2

Mark Schwartz

IPO and SPAC Capital Markets Advisory Leader
Ernst & Young

Moderator

12:30 PM - 1:30 PM

Lunch

1:30 PM - 2:15 PM

Panel

Merger Special Meeting: The Final Hurdle to Approving a Business Combination

  • Arbitrage investors and empty voting
  • Advisory firm recommendations and timing
  • Redemption levels and exchange listing requirements
  • Compressed solicitation window to achieve required vote

speaker-1

William Dooley

Director - M&A and Activism Advisory Group
Morrow Sodali

Moderator

speaker-2

Tina Pappas

Managing Director
Jefferies

Panelist

speaker-3

Charlotte Kiaie

Partner
Longacre Square Partners

Panelist

speaker-4

Ramey Layne

Partner, Capital Markets and M&A
Vinson & Elkins

Panelist

speaker-5

Joe Reece

Co-Founder and Managing Partner
SilverBox Capital

Panelist

2:20 PM - 2:40 PM

Presentation

SPACs by the Numbers

  • SPAC IPO activity
  • Yields and market dynamics
  • De-SPAC performance
  • Deal and financing trends

speaker-1

Ben Kwasnick

Founder
SPAC Research

Speaker

2:45 PM - 3:05 PM

Fireside

Venture Capital-backed Targets: From Moonshots to Predictable Cash Flows

  • Best advice for VC-backed companies considering SPAC route
  • Minority control: Fickle boards and strong founders
  • SEC proposed rulemaking and its impact on VC-backed companies
  • Generalist vs. specialist SPACs, tradeoffs the venture CEO should consider

speaker-1

Paul Martino

Co-founder
Bullpen Capital

Speaker

speaker-2

Eric Ver Ploeg

President
LightJump Capital

Speaker

3:10 PM - 3:35 PM

Networking Break

3:35 PM - 4:20 PM

Panel

Your Path to Going Public: De-SPAC or IPO

  • SPACs: The speedier path to market
  • Different costs associated with both routes
  • Why SPACs offer less volatile target valuation
  • Understanding shareholder dilution (and associated complaints)

speaker-1

Mike Schlanger

VP Solution Sales
Toppan Merrill

Moderator

speaker-2

Ed Kovary

Managing Director, Equity Capital Markets
EarlyBirdCapital

Panelist

speaker-3

Josh Motter

Director
Riveron

Panelist

speaker-4

Christopher Mora

Partner, SEC & Capital Markets Practice Leader
Centri Business Consulting

Panelist

4:25 PM - 5:05 PM

Panel

Spotting Red Flags on a Deal

  • Inadequate/rushed due diligence
  • SPAC management expertise (or lack thereof) in selected sectors
  • Disclosures that raise more questions than answers
  • Valuations unsupported by the numbers
  • SPAC management’s track record
  • How the SEC’s SPAC rulemaking proposal might affect transaction diligence and deal execution

speaker-1

Glenn Pollner

Partner
WilmerHale

Moderator

speaker-2

Lou Taubman

Partner
HTFL

Panelist

speaker-3

Ryan J. Maierson

Partner
Latham & Watkins

Panelist

speaker-4

Jim Zukin

Chairman & CEO
Zukin Certification Services

Panelist

5:10 PM - 5:30 PM

Closing Remarks

5:30 PM - 7:00 PM

Cocktail Reception (Sponsored By Marcum)

Thursday, June 16 Day Two

7:45 AM - 8:45 AM

Breakfast (Sponsored By Morrow Sodali)

8:45 AM - 9:00 AM

Opening Remarks

speaker-1

Steven Dresner

CEO
DealFlow Events

Speaker

9:05 AM - 9:35 AM

Round Table

Fostering Clear Communication with Retail SPAC Investors

  • Investor lawsuits against de-SPACed companies are on the rise
  • Marketing vigorously, making robust projections, avoiding hyperbole
  • Issuing regular updates and press releases
  • Rock the vote: Ensuring retail investors participate in shareholder meetings and merger votes

speaker-1

Stuart Neuhauser

Partner
Ellenoff Grossman & Schole

Moderator

speaker-2

Brandon Van Manen

Vice President, Operations Analytics
Broadridge Financial Solutions

Panelist

speaker-3

Joe Tonnos

Principal, Associate Portfolio Manager
Meteora Capital

Panelist

9:40 AM - 10:00 AM

Fireside

Public Company Readiness for Business Combination Companies

  • SEC filing requirements
  • Audits and internal controls
  • Understanding investor relations

speaker-1

Jennie Dong

Head of SPACs
NYSE

Speaker

speaker-2

John Haynor

Managing Director
Solebury Capital

Speaker

speaker-3

Dave Horin

Partner
WilliamsMarston

Speaker

10:05 AM - 10:25 AM

Fireside

SPACs and Environmental, Social and Governance Investing: Latest Industry Trends

  • ESG global market added $40B in assets this year and demand is growing
  • ESG remains a major focus for target companies
  • Determining target sustainability based on ESG factors
  • Leading ESG sectors and a look at trends on target company management and boards
  • Gender diversity and SPACs

speaker-1

Fatema Raza

Partner
Withum

Speaker

speaker-2

Lauren Maillian

CEO
digitalundivided

Speaker

10:30 AM - 11:00 AM

Round Table

International Intrigue: Understanding the Overseas SPAC Market

  • Hot spots: Amsterdam, London (France, Sweden and Germany tied for distant 3rd place)
  • Asia emerges as growing SPAC market with Singapore and Hong Kong leading
  • Desire to list on American Exchanges gives US SPACs an edge in many sectors
  • Deal structures, taxes and other cross-border SPAC issues
  • US anti-inversion rules and international M&A

speaker-1

Will Braeutigam

National SPAC Execution Services Leader
Deloitte

Moderator

speaker-2

Eklavya Saraf

Global Head of SPACs
Nasdaq

Panelist

speaker-3

Josh DuClos

Partner
Sidley

Panelist

speaker-4

Michael Johns

Partner
Maples Group

Panelist

11:00 AM - 11:30 AM

Networking Break

11:30 AM - 12:15 PM

Panel

M&A Advice Wanted

  • Differing perspectives: Buy side vs. sell side
  • Keys to effective negotiation
  • Understanding the deal structure
  • Assessing the target’s true financial condition and prospects

speaker-1

Jason Osborn

Partner
Winston & Strawn

Moderator

speaker-2

Matthew Tuttle

CEO
Tuttle Capital Management

Panelist

speaker-3

Mark Solovy

Co-Head, Technology Finance Group
Monroe Capital

Panelist

speaker-4

Kristi Marvin

Founder
SPACInsider

Panelist

12:20 PM - 12:40 PM

Presentation

Navigating a Challenging PIPE Market and Alternative De-SPAC Financing Structures

  • Trends in De-SPAC PIPEs, including increased use of convertible debt and convertible preferred equity
  • Forward purchases
  • Backstop agreements
  • Sponsor participation in PIPEs and backstop

speaker-1

Michael Heinz

Partner
Sidley

Speaker

speaker-2

David Ni

Capital Markets Partner
Sidley

Speaker

12:45 PM - 1:15 PM

Presentation

SPACs in the Nation's Capital: The Regulatory and Legislative Landscape

  • Impact of SEC proposed rulemakings and amendments to the SPAC industry
  • SPAC friends and foes on Capitol Hill and legislative dynamics in 2022
  • The SPAC Association (SPACA) and trade association activity
  • Election 2022: What to expect

speaker-1

Alex Vogel

CEO
The Vogel Group

Speaker

1:20 PM - 2:20 PM

Lunch

2:25 PM - 3:10 PM

Panel

D&O Insurance for SPACs: Do's, Don'ts & Consequences

  • Lawsuits against SPACs are on the rise
  • When de-SPACed targets underperform and infuriate investors, who’s to blame?
  • Why should all SPACs pay for the mistakes of a few bad apples?
  • Negotiation with insurers: How SPAC management can hold down D&O costs

speaker-1

Steven Nelson

President & Chairman
Continental Stock Transfer & Trust Company

Moderator

speaker-2

Priya Cherian Huskins

Senior Vice President & Partner
Woodruff Sawyer

Panelist

speaker-3

Andrew Pendergast

Senior Vice President, SPAC & GPL Practice Leader
NFP

Panelist

3:10 PM - 3:40 PM

Networking Break

3:40 PM - 4:00 PM

Presentation

The SPAC Market: A Legal Update

  • Regulatory developments
  • Trends in SPAC IPO deal terms
  • Pace of De-SPAC transactions
  • Legal considerations in getting De-SPAC deals to closing

speaker-1

Grace Maral Burnett

Assistant Team Lead, Transactions
Bloomberg Industry Group

Speaker

speaker-2

Preston Brewer

Analysis Manager
Bloomberg Industry Group

Speaker

4:05 PM - 4:30 PM

Presentation

The SPAC Conference Wrap Up: What we Learned and a Look Ahead

  • Structural Considerations for a Successful IPO
  • Regulatory Scrutiny & Proposed Legislation
  • SPAC Liquidations
  • Looking Ahead to Q3 and Beyond

speaker-1

David W. Boral

President
EF Hutton

Speaker

4:30 PM - 5:00 PM

Closing Remarks

Unmatched Networking & Innovative Programming

We pride ourselves in being first with innovative programming and exciting professional networking opportunities. Here are some of the unique presentations and panel discussions we’re developing for The SPAC Conference 2022.

What’s Next for Blank-check Firms?
SPACs enjoyed a massive run last year. Where do we go from here?

The Latest on SPAC Fees & Sponsor Compensation
Who gets what in a deal has been the subject of increasing scrutiny. Keeping the faith with retail investors through transparency will be key moving forward.

Falling Stars: Why so Many Celebrity-backed SPACs Whiffed
Sports heroes, pop stars and entertainment execs all joined the rush to SPACs. Will the trend continue?

The SEC Takes Aim
The Securities & Exchange Commission has been rattling its sabre on SPACs for nearly a year. What’s come down the pike and how severe will new regs be?

Keeping the Wheat Separate from the Chaff: How to Spot a Quality SPAC Before its IPO
History is filled with leading indicators suggesting which deals might succeed – and which are likely to fail.

Direct Listings Dud
Direct listings were supposed to put a dent in the SPAC market. Why didn’t this alternative route to public markets take flight?

Why Redemptions Ultimately Jack up the True Cost of a SPAC IPO
The median underwriting fee for a SPAC IPO has been 16% of the non-redeemed IPO proceeds. Underwriting fees on a traditional IPO are closer to 7%.

Tick-Tock: The Clock is Running on 2020/2021 Deals
After a blockbuster 2021, what will the running clock on deal deadlines mean for a saturated SPAC market competing for a finite supply of quality merger targets?

Working with Targets to Minimize De-SPAC Talent Attrition
Going from private to public can be a disruptive change in a target’s talent pool. How to keep the best people from moving on.

Spotting Red Flags on a Deal
Misaligned goals between SPAC management and the target. Inadequate understanding of the target’s business, key operating metrics and market conditions. Deadline pressures can make these issues more likely to crop up.

Disclosures and Projections: You’ve Got One Chance to Stay Out of Court
A cottage industry has sprung up around litigating SPACs and their targets when deals disappoint investors.

International Intrigue: Understanding the Overseas SPAC Market
How much of a threat to US blank-check firms is the SPAC action in Amsterdam? London? Hong Kong and Singapore? What are the competitive advantages and shortfalls?

Prospering with Warrants
How these redeemable instruments are (almost) as good as free money – and why the SEC won’t let them count as assets on the balance sheet.

Safe Harbor Rules: Steering the Ship to a Successful Port
Do “Safe Harbor” rules apply to the de-SPAC process? Many investors in SPAC IPOs are not the investors in the ultimate public company’s ongoing business operations, some 18 to 24 months later.

Watering Down the Deal
A primer on share dilution, share conversion and predicting the near-term profitability of a business combination post-merger.

Put that in your PIPE and Smoke It
Private investments in public equity make the SPAC world go ‘round, but who really benefits?

M&A Advice Wanted
Insights into the initial business combination, including how to evaluate the buy- or sell-side for strategic and financial players.

Doing Due Diligence on the SPAC Guys Doing Due Diligence
Getting the right answers from SPAC management means asking the right questions. How can investors be sure managers aren’t just focused on a quick transaction rather than the suitability of a target?

Flavor of the Month or Viable, Long-term Business?
An historic look at SPAC deals gone sour due to the target’s short life, unproven operations, inadequate internal controls and conflicts of interest.

The SPAC Conference 2022 program is currently in development. Please complete this form to recommend a speaker or agenda topic.

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