Advertise on podcast: The DESPAC Podcast

373 active SPACs are hunting for targets — but only 23.3% of completed DESPACs trade above $10. Chaz Churchwell and Joshua Wilson break down the current SPAC-to-DESPAC data and what it means for private companies weighing a public listing. Chaz Churchwell, founder of Churchwell Insurance Agency and a D&O specialist for public companies, joins executive producer Joshua Wilson to unpack the state of the SPAC and DESPAC market. Drawing on SPAC Research's weekly monitors, they cover buyer pool depth, capital formation, completed deal sizes, valuation discipline, and which sectors are leading the DESPAC pipeline — key context for any private company weighing a SPAC merger as its path to going public. What We Cover: 373 active SPACs: 267 still searching, 106 deals already announced$28B raised across 141 SPAC IPOs through Aug. 14, averaging $199M per SPAC30 completed DESPACs this year totaling $38B in aggregate valueWhy the live pipeline's $575M average deal size differs from completed dealsValuation reality: only 23.3% of DESPAC stocks trade above $10; 40% sit below $5Why closing a DESPAC isn't the same as succeeding post-mergerTech's lead in the pipeline: 35 live deals, highest completed-deal median priceHealthcare's active but lower-valued DESPAC activityWhere to get D&O insurance guidance before going public via SPACConnect with Chaz Churchwell: LinkedIn https://www.linkedin.com/in/chazchurchwell/ Protect Your Transaction: Churchwell Insurance Agency specializes in D&O, E&O, representations and warranties, and public company liability for SPAC sponsors, DESPAC targets, and post-merger companies. https://www.churchwellagency.com/ Follow The DESPAC Podcast: Website https://www.thedespacpodcast.com/ LinkedIn https://www.linkedin.com/company/thedespacpodcast/ YouTube https://www.youtube.com/@thedespacpodcast Apple https://podcasts.apple.com/podcast/id1855942535?mt=2&ls=1 Spotify https://open.spotify.com/show/1pA3EuEU656ZsEEx1Te4C2 A One Iron Network production: Executive Producer Joshua Wilson The DESPAC Podcast is for informational and educational purposes only. Nothing in this content constitutes legal, investment, tax, or financial advice, nor a recommendation to pursue or avoid any transaction. Consult qualified legal, financial, and tax professionals before acting on any information discussed.  News Theme 1 by Audionautix is licensed under a Creative Commons Attribution 4.0 license. https://creativecommons.org/licenses/by/4.0/ THE DESPAC PODCAST  DISCLAIMER The DESPAC Podcast is for informational purposes only. The views and opinions expressed by the host and guests are their own and do not represent the views of One Iron Network LLC, its affiliates, or any sponsoring organization. Nothing in this podcast should be interpreted as legal advice, investment advice, tax advice, or a recommendation to pursue or avoid any transaction. Discussions may reference SPACs, DESPAC transactions, securities regulations, or public-company readiness frameworks. These conversations are educational in nature and should not be relied upon when making financial or strategic decisions. Listeners should consult qualified legal, financial, and tax professionals before acting on any information discussed in this podcast. Any examples or scenarios mentioned are illustrative and may not reflect current market conditions or regulatory requirements. Participation by a guest does not constitute an endorsement of any company, strategy, product, or service. References to specific firms or individuals are for context only. One Iron Network LLC and the DESPAC Podcast disclaim all liability arising from the use of or reliance on the information presented.

Attorneys and bankers rarely say this part out loud: your SEC filing doesn't move without a printer, and waiting too long to bring one in is one of the biggest reasons DESPAC filings blow their deadlines. Brian Cavalli, Director of Sales at EdgarAgents and a 17-year veteran of the financial printing industry, joins host Chaz Churchwell to unpack the piece of the DESPAC process most sponsors overlook. Brian explains what EDGARizing a document means, why typesetting exists, how XBRL tagging fits into an S-4 or F-4 filing, and why CCC and CIK codes trip up first-time filers, plus why bringing the printer in early can cut both filing time and legal costs in half. What We Cover: What a financial printer actually does in an SEC filingWhat "EDGARizing" a document meansEDGAR-only filings versus Typeset, and why most DESPACs choose TypesetHow XBRL tagging works and why it's finalized lastWhy S-4 and F-4 filings are the biggest documents a printer handlesTypical turnaround time and how to speed it upCCC and CIK codes: the identification most companies apply for too lateWhy an experienced deal team avoids the biggest points of delayWhy bringing in the printer early can cut filing time in halfConnect with Brian Cavalli:  Website: https://try.edgaragents.com/ LinkedIn: https://www.linkedin.com/in/briancavalli/ Connect with Chaz Churchwell:  LinkedIn: https://www.linkedin.com/in/chazchurchwell/ Protect Your Transaction: Churchwell Insurance Agency specializes in D&O, E&O, representations and warranties, and public company liability for SPAC sponsors, DESPAC targets, and post-merger companies. https://www.churchwellagency.com/ Follow The DESPAC Podcast: Website https://www.thedespacpodcast.com/ · LinkedIn https://www.linkedin.com/company/thedespacpodcast/ · YouTube https://www.youtube.com/@thedespacpodcast · Apple https://podcasts.apple.com/podcast/id1855942535?mt=2&ls=1 · Spotify https://open.spotify.com/show/1pA3EuEU656ZsEEx1Te4C2 A One Iron Network production: Executive Producer Joshua Wilson The DESPAC Podcast is for informational and educational purposes only. Nothing in this content constitutes legal, investment, tax, or financial advice, nor a recommendation to pursue or avoid any transaction. Consult qualified legal, financial, and tax professionals before acting on any information discussed.  News Theme 1 by Audionautix is licensed under a Creative Commons Attribution 4.0 license. https://creativecommons.org/licenses/by/4.0/ THE DESPAC PODCAST  DISCLAIMER The DESPAC Podcast is for informational purposes only. The views and opinions expressed by the host and guests are their own and do not represent the views of One Iron Network LLC, its affiliates, or any sponsoring organization. Nothing in this podcast should be interpreted as legal advice, investment advice, tax advice, or a recommendation to pursue or avoid any transaction. Discussions may reference SPACs, DESPAC transactions, securities regulations, or public-company readiness frameworks. These conversations are educational in nature and should not be relied upon when making financial or strategic decisions. Listeners should consult qualified legal, financial, and tax professionals before acting on any information discussed in this podcast. Any examples or scenarios mentioned are illustrative and may not reflect current market conditions or regulatory requirements. Participation by a guest does not constitute an endorsement of any company, strategy, product, or service. References to specific firms or individuals are for context only. One Iron Network LLC and the DESPAC Podcast disclaim all liability arising from the use of or reliance on the information presented.

One DESPAC CEO took his freshly raised public capital and vanished for a month to golf across Japan. Christine McNerney, Portfolio Manager at Periscope Capital, has seen why that ego sinks a DESPAC - and what makes an institutional investor say yes instead. Christine McNerney is Portfolio Manager at Periscope Capital, a Toronto-based fund active in SPACs for over a decade. She joins host Chaz Churchwell on what institutional investors look for before backing a DESPAC: real capital needs vs. ego-driven listings, governance and board readiness, consistent valuations, how to vet a SPAC sponsor's track record, and why redemption pressure makes institutional backstop capital essential to a DESPAC's success. What We Cover: - "We don't need the capital": the line that's an instant red flag - Ego vs. real use of proceeds: what gets a DESPAC passed over - How Periscope Capital vets management teams before backing a deal - Governance readiness: audited financials, IR, and board certifications - Why shifting valuations across meetings kill investor confidence - Pricing at the "absolute peak": why it tells shareholders to sell - What to vet in a SPAC sponsor team beyond deal count - Redemptions above 80% and the case for institutional backstops Connect with Christine McNerney: Website: https://www.periscopecap.com/ LinkedIn: https://www.linkedin.com/in/christine-mcnerney-cfa-7ab47540/ Connect with Chaz Churchwell: LinkedIn: https://www.linkedin.com/in/chazchurchwell/ Protect Your Transaction: Churchwell Insurance Agency specializes in D&O, E&O, representations and warranties, and public company liability for SPAC sponsors, DESPAC targets, and post-merger companies. https://www.churchwellagency.com/ Follow The DESPAC Podcast: Website https://www.thedespacpodcast.com/ · LinkedIn https://www.linkedin.com/company/thedespacpodcast/ · YouTube https://www.youtube.com/@thedespacpodcast · Apple https://podcasts.apple.com/podcast/id1855942535?mt=2&ls=1 · Spotify https://open.spotify.com/show/1pA3EuEU656ZsEEx1Te4C2 A One Iron Network production: Executive Producer Joshua Wilson The DESPAC Podcast is for informational and educational purposes only. Nothing in this content constitutes legal, investment, tax, or financial advice, nor a recommendation to pursue or avoid any transaction. Consult qualified legal, financial, and tax professionals before acting on any information discussed.  News Theme 1 by Audionautix is licensed under a Creative Commons Attribution 4.0 license. https://creativecommons.org/licenses/by/4.0/ THE DESPAC PODCAST  DISCLAIMER The DESPAC Podcast is for informational purposes only. The views and opinions expressed by the host and guests are their own and do not represent the views of One Iron Network LLC, its affiliates, or any sponsoring organization. Nothing in this podcast should be interpreted as legal advice, investment advice, tax advice, or a recommendation to pursue or avoid any transaction. Discussions may reference SPACs, DESPAC transactions, securities regulations, or public-company readiness frameworks. These conversations are educational in nature and should not be relied upon when making financial or strategic decisions. Listeners should consult qualified legal, financial, and tax professionals before acting on any information discussed in this podcast. Any examples or scenarios mentioned are illustrative and may not reflect current market conditions or regulatory requirements. Participation by a guest does not constitute an endorsement of any company, strategy, product, or service. References to specific firms or individuals are for context only. One Iron Network LLC and the DESPAC Podcast disclaim all liability arising from the use of or reliance on the information presented.

Six months before a DESPAC closes, retail investors have already decided if they trust the deal — and Mo Abdi says that excitement is measurable, and it tracks against redemption rates. EPISODE SUMMARY Mo Abdi, Chief Executive Officer of RetailVolts and creator of the GateWatch AI sentiment platform, joins host Chaz Churchwell on The DESPAC Podcast. A physician by training turned founder, Mo built RetailVolts out of a decade moderating 120+ subreddits into a retail investor activation agency working across Reddit, X, StockTwits, and Discord. He breaks down the early signals telling a SPAC sponsor or DESPAC target whether retail trusts the transaction, how coordinated bot networks manufacture sentiment, and why legacy PR is failing the retail channel. What We Cover - The measurable excitement signal three to six months pre-close - Why sentiment tracks against DESPAC redemption rates - Three layers of retail analysis: buzz, product, deal structure - How GateWatch AI scores posts against EDGAR and newswire data - Why SPACs demand more retail education than IPOs - How bot networks spin up accounts to move a narrative - Spotting coordinated posts by timestamp and IP clustering - What RetailVolts client onboarding actually includes - Why retail now drives a reported 36% of equity flow - From oncology and physics to a market intelligence platform Connect with Mo Abdi RetailVolts: https://www.retailvolts.com/ GateWatch AI: https://www.gatewatch.ai/ Connect with Chaz Churchwell LinkedIn: https://www.linkedin.com/in/chazchurchwell/ Protect Your Transaction Churchwell Insurance Agency specializes in D&O, E&O, representations and warranties, and public company liability for SPAC sponsors, DESPAC targets, and post-merger companies. https://www.churchwellagency.com/ Follow The DESPAC Podcast Website https://www.thedespacpodcast.com/ · LinkedIn https://www.linkedin.com/company/thedespacpodcast/ · YouTube https://www.youtube.com/@thedespacpodcast · Apple https://podcasts.apple.com/podcast/id1855942535?mt=2&ls=1 · Spotify https://open.spotify.com/show/1pA3EuEU656ZsEEx1Te4C2 The DESPAC Podcast is for informational and educational purposes only. Nothing in this content constitutes legal, investment, tax, or financial advice, nor a recommendation to pursue or avoid any transaction. Consult qualified legal, financial, and tax professionals before acting on any information discussed.  News Theme 1 by Audionautix is licensed under a Creative Commons Attribution 4.0 license. https://creativecommons.org/licenses/by/4.0/ THE DESPAC PODCAST  DISCLAIMER The DESPAC Podcast is for informational purposes only. The views and opinions expressed by the host and guests are their own and do not represent the views of One Iron Network LLC, its affiliates, or any sponsoring organization. Nothing in this podcast should be interpreted as legal advice, investment advice, tax advice, or a recommendation to pursue or avoid any transaction. Discussions may reference SPACs, DESPAC transactions, securities regulations, or public-company readiness frameworks. These conversations are educational in nature and should not be relied upon when making financial or strategic decisions. Listeners should consult qualified legal, financial, and tax professionals before acting on any information discussed in this podcast. Any examples or scenarios mentioned are illustrative and may not reflect current market conditions or regulatory requirements. Participation by a guest does not constitute an endorsement of any company, strategy, product, or service. References to specific firms or individuals are for context only. One Iron Network LLC and the DESPAC Podcast disclaim all liability arising from the use of or reliance on the information presented.

There are four ways to take a company public. Brandon Sun says 95% of companies realistically have access to one. Brandon Sun, Managing Director and Head of SPAC Investment Banking at Cohen & Company, has closed more than 130 DESPAC and M&A transactions representing over $210 billion in enterprise value, plus 120+ IPOs raising over $45 billion. He walks host Chaz Churchwell through the decision facing private companies today: an IPO backlog roughly 1,000 companies deep, bulge-bracket banks acting as gatekeepers, and a market where sponsor quality separates deals that work from ones that don't. Brandon also explains why the regret he hears most isn't from companies that went public — it's from the ones that waited. What We Cover: - The four paths to public markets, and why most companies have one - Why the IPO backlog leaves companies waiting quarters or years - How investment banks function as gatekeepers to the traditional IPO - Public-private arbitrage and why it drives sector selection - Where capital is going: quantum, nuclear, rare earths, defense, space - Why valuation is a point-in-time consideration, not a finish line - Sponsor quality and the halo effect in biotech DESPACs - What separates companies that follow through from ones that back out - Cross-border listings: why Asia and Europe turn to SPACs - The regret that actually shows up: missing the window Connect with Brandon Sun: https://www.cohencm.com/brandon-sun https://www.linkedin.com/in/brandonsun/ Connect with Chaz Churchwell: https://www.linkedin.com/in/chazchurchwell/ Protect Your Transaction: Churchwell Insurance Agency specializes in D&O, E&O, representations and warranties, and public company liability for SPAC sponsors, DESPAC targets, and post-merger companies. https://www.churchwellagency.com/ Follow The DESPAC Podcast: https://www.thedespacpodcast.com/ https://www.linkedin.com/company/thedespacpodcast/ https://www.youtube.com/@thedespacpodcast Apple https://podcasts.apple.com/podcast/id1855942535?mt=2&ls=1 Spotify https://open.spotify.com/show/1pA3EuEU656ZsEEx1Te4C2 The DESPAC Podcast is for informational and educational purposes only. Nothing in this content constitutes legal, investment, tax, or financial advice, nor a recommendation to pursue or avoid any transaction. Consult qualified legal, financial, and tax professionals before acting on any information discussed.  News Theme 1 by Audionautix is licensed under a Creative Commons Attribution 4.0 license. https://creativecommons.org/licenses/by/4.0/ THE DESPAC PODCAST  DISCLAIMER The DESPAC Podcast is for informational purposes only. The views and opinions expressed by the host and guests are their own and do not represent the views of One Iron Network LLC, its affiliates, or any sponsoring organization. Nothing in this podcast should be interpreted as legal advice, investment advice, tax advice, or a recommendation to pursue or avoid any transaction. Discussions may reference SPACs, DESPAC transactions, securities regulations, or public-company readiness frameworks. These conversations are educational in nature and should not be relied upon when making financial or strategic decisions. Listeners should consult qualified legal, financial, and tax professionals before acting on any information discussed in this podcast. Any examples or scenarios mentioned are illustrative and may not reflect current market conditions or regulatory requirements. Participation by a guest does not constitute an endorsement of any company, strategy, product, or service. References to specific firms or individuals are for context only. One Iron Network LLC and the DESPAC Podcast disclaim all liability arising from the use of or reliance on the information presented.

Most founders ask what a SPAC is worth before they ask whether they need it at all. Michael Strauss of Boardroom Alpha flips that: the first question is whether you need the capital now, or can afford to optimize price and stay private longer. Michael Strauss, Director at Boardroom Alpha, joins host Chaz Churchwell for a data-driven look at the SPAC and DESPAC decision. Boardroom Alpha rates public-company CEOs, CFOs, and board directors, and tracks the sponsor teams behind SPAC vehicles. Michael unpacks why capital-intensive businesses face a different calculus than software, how near-total redemptions and PIPE backstops reshape real proceeds, what separates durable post-DESPAC companies, and the readiness a company needs before going public. What We Cover: The first question: do you actually need the capital now?Why hard-tech names outlasted software in the SPAC eraHow Boardroom Alpha grades directors, officers, and sponsorsPublic-company readiness: audit committees, PCAOB, closeRedemptions, sponsor promote, warrants, and real dilutionHow PIPEs backstop near-total redemptionsVetting sponsor track records before signing an LOILife after the DESPAC: governance, IR, and strategySPAC vs. IPO vs. staying private longerWhat founders should watch over the next 12 to 24 monthsConnect with Michael Strauss:  Website https://www.boardroomalpha.com/ LinkedIn https://www.linkedin.com/in/michael-strauss-00a961aa/ Connect with Chaz Churchwell:  LinkedIn https://www.linkedin.com/in/chazchurchwell/ Protect Your Transaction: Churchwell Insurance Agency specializes in D&O, E&O, representations and warranties, and public company liability for SPAC sponsors, DESPAC targets, and post-merger companies. https://www.churchwellagency.com/ Follow The DESPAC Podcast:  Website https://www.thedespacpodcast.com/ · LinkedIn https://www.linkedin.com/company/thedespacpodcast/ · YouTube https://www.youtube.com/@thedespacpodcast · Apple https://podcasts.apple.com/podcast/id1855942535?mt=2&ls=1 · Spotify https://open.spotify.com/show/1pA3EuEU656ZsEEx1Te4C2 The DESPAC Podcast is for informational and educational purposes only. Nothing in this content constitutes legal, investment, tax, or financial advice, nor a recommendation to pursue or avoid any transaction. Consult qualified legal, financial, and tax professionals before acting on any information discussed.  News Theme 1 by Audionautix is licensed under a Creative Commons Attribution 4.0 license. https://creativecommons.org/licenses/by/4.0/ THE DESPAC PODCAST  DISCLAIMER The DESPAC Podcast is for informational purposes only. The views and opinions expressed by the host and guests are their own and do not represent the views of One Iron Network LLC, its affiliates, or any sponsoring organization. Nothing in this podcast should be interpreted as legal advice, investment advice, tax advice, or a recommendation to pursue or avoid any transaction. Discussions may reference SPACs, DESPAC transactions, securities regulations, or public-company readiness frameworks. These conversations are educational in nature and should not be relied upon when making financial or strategic decisions. Listeners should consult qualified legal, financial, and tax professionals before acting on any information discussed in this podcast. Any examples or scenarios mentioned are illustrative and may not reflect current market conditions or regulatory requirements. Participation by a guest does not constitute an endorsement of any company, strategy, product, or service. References to specific firms or individuals are for context only. One Iron Network LLC and the DESPAC Podcast disclaim all liability arising from the use of or reliance on the information presented.

Most private companies treat a DESPAC as the finish line. Jeffrey Duncan and Jonathan Grubbs of Aprio explain why day one as a public company is where the real work begins — and why targets that wait until the BCA is signed are already behind. In this episode, host Chaz Churchwell sits down with Jeffrey Duncan, Partner and leader of Technical Accounting Consulting Services at Aprio, and Jonathan Grubbs, Director and Complex Financial Instrument Leader in Aprio's Valuation & Investigation Services practice. Together they walk through what it actually takes to prepare a private company for a DESPAC transaction: PCAOB audit readiness, document gathering, internal controls, valuation strategy across competing stakeholders, the role of PIPE capital, and the ongoing SEC reporting obligations that start the moment a deal closes. A practical, practitioner-level roadmap for founders, CFOs, and boards weighing the public-company path. What We Cover: Why "start early" means 12 to 18 months ahead of the BCA closeThe three keys to a successful DESPAC transactionPreparing for a PCAOB audit when you've never been auditedGap assessments, internal controls, and getting off spreadsheetsNegotiating legacy debt and equity before it derails a dealWhy valuation is the common language of every DESPAC stakeholderHow PIPE capital validates a deal and funds the balance sheetTreating valuation as an ongoing compliance function, not a one-time eventLife as a public-company CFO after the transaction closesThe quarterly vs. semi-annual reporting debateConnect with Jonathan Grubbs and Jeffrey Duncan:  Website: aprio.com  Jonathan Grubbs LinkedIn: linkedin.com/in/jonathan-grubbs-761a94161  Jeffrey Duncan LinkedIn: linkedin.com/in/jeffduncancpa Connect with Chaz Churchwell:  LinkedIn: linkedin.com/in/chazchurchwell Protect Your Transaction:  Churchwell Insurance Agency specializes in D&O, E&O, representations and warranties, and public company liability for SPAC sponsors, DESPAC targets, and post-merger companies. churchwellagency.com Follow The DESPAC Podcast:  Website thedespacpodcast.com · LinkedIn linkedin.com/company/thedespacpodcast · YouTube youtube.com/@thedespacpodcast The DESPAC Podcast is for informational and educational purposes only. Nothing in this content constitutes legal, investment, tax, or financial advice, nor a recommendation to pursue or avoid any transaction. Consult qualified legal, financial, and tax professionals before acting on any information discussed.  News Theme 1 by Audionautix is licensed under a Creative Commons Attribution 4.0 license. https://creativecommons.org/licenses/by/4.0/ THE DESPAC PODCAST  DISCLAIMER The DESPAC Podcast is for informational purposes only. The views and opinions expressed by the host and guests are their own and do not represent the views of One Iron Network LLC, its affiliates, or any sponsoring organization. Nothing in this podcast should be interpreted as legal advice, investment advice, tax advice, or a recommendation to pursue or avoid any transaction. Discussions may reference SPACs, DESPAC transactions, securities regulations, or public-company readiness frameworks. These conversations are educational in nature and should not be relied upon when making financial or strategic decisions. Listeners should consult qualified legal, financial, and tax professionals before acting on any information discussed in this podcast. Any examples or scenarios mentioned are illustrative and may not reflect current market conditions or regulatory requirements. Participation by a guest does not constitute an endorsement of any company, strategy, product, or service. References to specific firms or individuals are for context only. One Iron Network LLC and the DESPAC Podcast disclaim all liability arising from the use of or reliance on the information presented.

What actually disqualifies a private company from a SPAC deal? Patrick Sturgeon says the answer is often the same thing that would sink a traditional IPO — size. A single-asset biotech at Phase 1B with a sub-$100M valuation "just should not be a public company," and the exchanges are taking a harder look at microcaps trying to list. In this episode, Chaz Churchwell sits down with Dimitre Genov, Managing Director, and Patrick Sturgeon, Managing Partner at Brookline Capital Markets, for a practitioner's breakdown of what separates a strong SPAC target from a costly mistake. They unpack why SPACs win where IPOs can't — complex corporate transactions, international uplistings, and hard tech that needs a longer investor-education runway — plus the rights-versus-warrants trade-off, overhang, transaction deadlines, and why public-company readiness (PCAOB audits, board, service providers) determines whether a deal closes or dies on the calendar. What We Cover:  🎯 The size and stage thresholds that disqualify a target  🧬 Why single-asset early-stage biotech struggles — and where GLP-1s change the math  🌍 SPACs for spinoffs, post-reorg equity, and international uplistings  ⚡ Hard tech and the investor-education runway IPOs can't offer  📊 Rights vs. warrants: dilution, liquidity, and overhang explained  ⏱️ Transaction deadlines and the cost of blowing a timeline  ✅ Public-company readiness before you ever talk to a SPAC  💡 What the best sponsors bring beyond capital, post-close Connect with Dimitre Genov:  LinkedIn linkedin.com/in/dimitre-genov-6136182 SPAC & Forth newsletter linkedin.com/newsletters/spac-forth-7395846241579847680 Connect with Patrick Sturgeon:  Website brooklinecapmkts.com  LinkedIn linkedin.com/in/patrickasturgeon Connect with Chaz Churchwell:  LinkedIn linkedin.com/in/chazchurchwell Protect Your Transaction: Churchwell Insurance Agency specializes in D&O, E&O, representations and warranties, and public company liability for SPAC sponsors, DESPAC targets, and post-merger companies. https://www.churchwellagency.com/ The DESPAC Podcast is for informational and educational purposes only. Nothing in this content constitutes legal, investment, tax, or financial advice, nor a recommendation to pursue or avoid any transaction. Consult qualified legal, financial, and tax professionals before acting on any information discussed.  News Theme 1 by Audionautix is licensed under a Creative Commons Attribution 4.0 license. https://creativecommons.org/licenses/by/4.0/ THE DESPAC PODCAST  DISCLAIMER The DESPAC Podcast is for informational purposes only. The views and opinions expressed by the host and guests are their own and do not represent the views of One Iron Network LLC, its affiliates, or any sponsoring organization. Nothing in this podcast should be interpreted as legal advice, investment advice, tax advice, or a recommendation to pursue or avoid any transaction. Discussions may reference SPACs, DESPAC transactions, securities regulations, or public-company readiness frameworks. These conversations are educational in nature and should not be relied upon when making financial or strategic decisions. Listeners should consult qualified legal, financial, and tax professionals before acting on any information discussed in this podcast. Any examples or scenarios mentioned are illustrative and may not reflect current market conditions or regulatory requirements. Participation by a guest does not constitute an endorsement of any company, strategy, product, or service. References to specific firms or individuals are for context only. One Iron Network LLC and the DESPAC Podcast disclaim all liability arising from the use of or reliance on the information presented.

Most DESPAC votes don't fail at the ballot box. They fail months earlier, in silence — when no one is communicating with the shareholder base and the redemptions are already climbing. By the time the panicked calls go out to redeeming holders, it's already far too late to change the outcome. In this episode of The DESPAC Podcast, host Chaz Churchwell sits down with Desiree Carlo, Senior Vice President of Client Services at Laurel Hill Advisory Group, for a practitioner's breakdown of the proxy machinery behind every SPAC and DESPAC vote. Drawing on 16 years that began on the transfer agent side, Desiree walks through shareholder identification, the broker search, NOBO lists and DTC omnibus reports, ISS recommendations, and the redemption dynamics that can quietly deplete a trust account. It's a clear-eyed look at why deals stall at the finish line — and the specific habits that separate disciplined teams from the ones scrambling at the deadline. What We Cover: Why high, early redemptions are the first warning sign a vote is in troubleThe proxy timeline: preliminary vs. definitive proxy statements and SEC reviewShareholder identification, NOBO lists, and tracking activist positionsHow ISS recommendations move institutional votes across the boardWhy a credible PIPE is now central to getting a DESPAC doneRound-lot holders, rights vs. warrants, and meeting exchange listing requirementsRed flags boards ignore — and how they become litigation roadmapsWhy the best teams "pretend to be public" for 6–12 months pre-closeCommunication gaps between the SPAC and the target company that derail dealsConnect with Desiree Carlo:  Website laurelhill.com/desiree-carlo  LinkedIn linkedin.com/in/desiree-carlo-08016711b Connect with Chaz Churchwell:  LinkedIn linkedin.com/in/chazchurchwell Protect Your Transaction:  Churchwell Insurance Agency specializes in D&O, E&O, representations and warranties, and public company liability for SPAC sponsors, DESPAC targets, and post-merger companies. https://www.churchwellagency.com/ Follow The DESPAC Podcast:  Website thedespacpodcast.com  LinkedIn linkedin.com/company/thedespacpodcast  YouTube youtube.com/@thedespacpodcast The DESPAC Podcast is for informational and educational purposes only. Nothing in this content constitutes legal, investment, tax, or financial advice, nor a recommendation to pursue or avoid any transaction. Consult qualified legal, financial, and tax professionals before acting on any information discussed.  News Theme 1 by Audionautix is licensed under a Creative Commons Attribution 4.0 license. https://creativecommons.org/licenses/by/4.0/ THE DESPAC PODCAST  DISCLAIMER The DESPAC Podcast is for informational purposes only. The views and opinions expressed by the host and guests are their own and do not represent the views of One Iron Network LLC, its affiliates, or any sponsoring organization. Nothing in this podcast should be interpreted as legal advice, investment advice, tax advice, or a recommendation to pursue or avoid any transaction. Discussions may reference SPACs, DESPAC transactions, securities regulations, or public-company readiness frameworks. These conversations are educational in nature and should not be relied upon when making financial or strategic decisions. Listeners should consult qualified legal, financial, and tax professionals before acting on any information discussed in this podcast. Any examples or scenarios mentioned are illustrative and may not reflect current market conditions or regulatory requirements. Participation by a guest does not constitute an endorsement of any company, strategy, product, or service. References to specific firms or individuals are for context only. One Iron Network LLC and the DESPAC Podcast disclaim all liability arising from the use of or reliance on the information presented.

What no one tells founders before a DESPAC: the deal itself is the easy part. Roshan Pujari took Stardust Power from a 2023 startup to a shovel-ready national lithium project in roughly three years — and he is refreshingly candid about the volatility, the hidden costs, and the discipline it took to survive year one as a newly public company. EPISODE SUMMARY Roshan Pujari, Founder, Chairman, and CEO of Stardust Power Inc. (NASDAQ: SDST) and Founder of VIKASA Capital, joins host Chaz Churchwell for a practitioner-level breakdown of what really happens after the bell rings. Roshan walks through sponsor alignment, deferred fees and transaction costs, the S-1 "danger zone," Rule 144 and shelf eligibility, redemption risk, and the balancing act between retail and institutional shareholders. A clear-eyed conversation for any private company weighing a DESPAC, plus the macro case for U.S. lithium refining and onshoring critical-mineral processing for the EV and energy-storage economy. Essential listening for founders, CFOs, and capital-markets counsel. What We Cover Why preparing for public-company life matters more than the transaction itselfSponsor alignment and who really controls the DESPAC processManaging deferred fees, dual legal bills, and the D&O tail policyThe S-1 "danger zone" and warrant-redemption exposureWhy capitalization, not share price, should drive your first yearNavigating Rule 144, S-3 eligibility, and ELOC structuresManaging redemption risk and tapping trust-account capitalBalancing retail, day-trader, and institutional shareholdersLeveraging volatility and price spikes to raise capitalThe U.S. lithium bottleneck and Stardust Power's Oklahoma refineryConnect with Roshan Pujari Website stardust-power.com LinkedIn linkedin.com/company/stardust-power YouTube youtube.com/@Stardust-Power Protect Your Transaction Churchwell Insurance Agency specializes in D&O, E&O, representations and warranties, and public company liability for SPAC sponsors, DESPAC targets, and post-merger companies. churchwellagency.com Connect with Chaz Churchwell LinkedIn linkedin.com/in/chazchurchwell Follow The DESPAC Podcast Website thedespacpodcast.com LinkedIn linkedin.com/company/thedespacpodcast YouTube youtube.com/@thedespacpodcast The DESPAC Podcast is for informational and educational purposes only. Nothing in this content constitutes legal, investment, tax, or financial advice, nor a recommendation to pursue or avoid any transaction. Consult qualified legal, financial, and tax professionals before acting on any information discussed.  News Theme 1 by Audionautix is licensed under a Creative Commons Attribution 4.0 license. https://creativecommons.org/licenses/by/4.0/ THE DESPAC PODCAST  DISCLAIMER The DESPAC Podcast is for informational purposes only. The views and opinions expressed by the host and guests are their own and do not represent the views of One Iron Network LLC, its affiliates, or any sponsoring organization. Nothing in this podcast should be interpreted as legal advice, investment advice, tax advice, or a recommendation to pursue or avoid any transaction. Discussions may reference SPACs, DESPAC transactions, securities regulations, or public-company readiness frameworks. These conversations are educational in nature and should not be relied upon when making financial or strategic decisions. Listeners should consult qualified legal, financial, and tax professionals before acting on any information discussed in this podcast. Any examples or scenarios mentioned are illustrative and may not reflect current market conditions or regulatory requirements. Participation by a guest does not constitute an endorsement of any company, strategy, product, or service. References to specific firms or individuals are for context only. One Iron Network LLC and the DESPAC Podcast disclaim all liability arising from the use of or reliance on the information presented.

Why do so many DESPAC deals look great on day one and collapse months later? In this episode of The DESPAC Podcast, host Chaz Churchwell sits down with Douglas Ellenoff of Ellenoff Grossman & Schole, one of the most prolific securities attorneys in the SPAC ecosystem with 25 years and over 1,000 SPAC IPOs behind him. Doug pulls back the curtain on what actually separates DESPAC deals that thrive from the ones that crater. The conversation moves from regulatory tailwinds under the current SEC to the unit economics targets miss when comparing offers, the warrant overhang and promote math hiding under the hood, and why a validating PIPE is so often the difference between a deal that holds and a deal that breaks. If you are a CFO, GC, board member, or founder weighing a SPAC, this is a practitioner-level look at the decisions that determine whether your company survives its first year public. What We Cover: Why the next SPAC wave may be stronger than the 2021 boomRegulatory changes under the current SEC and why SPACs were carved out of S-3 benefitsReading deal structure beyond the headline promote and unit termsWarrant overhang, dilution, and how targets renegotiate the promote pre-closeWhy a validating institutional PIPE de-risks the closeThe two real reasons DESPAC deals fail: undercapitalization and overvaluationWhy public-company readiness catches up with you even when it is not the first thing to breakHow to choose SPAC-specialist counsel and why your 15-year general attorney is the wrong callConnect with Douglas Ellenoff: Ellenoff Grossman & Schole: https://www.egsllp.com LinkedIn: https://www.linkedin.com/in/douglas-ellenoff-588b682/ Protect Your Transaction: Churchwell Insurance Agency specializes in D&O, E&O, representations and warranties, and public company liability for SPAC sponsors, DESPAC targets, and post-merger companies. https://www.churchwellagency.com/ Follow The DESPAC Podcast: https://www.thedespacpodcast.com/ https://www.linkedin.com/in/chazchurchwell/ https://www.youtube.com/@thedespacpodcast The DESPAC Podcast is for informational and educational purposes only. Nothing in this content constitutes legal, investment, tax, or financial advice, nor a recommendation to pursue or avoid any transaction. Consult qualified legal, financial, and tax professionals before acting on any information discussed.  News Theme 1 by Audionautix is licensed under a Creative Commons Attribution 4.0 license. https://creativecommons.org/licenses/by/4.0/ THE DESPAC PODCAST  DISCLAIMER The DESPAC Podcast is for informational purposes only. The views and opinions expressed by the host and guests are their own and do not represent the views of One Iron Network LLC, its affiliates, or any sponsoring organization. Nothing in this podcast should be interpreted as legal advice, investment advice, tax advice, or a recommendation to pursue or avoid any transaction. Discussions may reference SPACs, DESPAC transactions, securities regulations, or public-company readiness frameworks. These conversations are educational in nature and should not be relied upon when making financial or strategic decisions. Listeners should consult qualified legal, financial, and tax professionals before acting on any information discussed in this podcast. Any examples or scenarios mentioned are illustrative and may not reflect current market conditions or regulatory requirements. Participation by a guest does not constitute an endorsement of any company, strategy, product, or service. References to specific firms or individuals are for context only. One Iron Network LLC and the DESPAC Podcast disclaim all liability arising from the use of or reliance on the information presented.

Misclassify warrants or earnouts and you can blow up your DESPAC valuation, delay closing by months, and stack millions in advisory, audit, and legal fees on a deal that was supposed to be ready. Sam Salty (Managing Partner, GuzmanGray) and Mark Stoller (CMO, GuzmanGray) join Chaz Churchwell on The DESPAC Podcast to break down what real PCAOB readiness looks like, why AICPA-grade audit evidence rarely survives PCAOB scrutiny, and how the post-inspection shakeup created a vacuum that disciplined audit firms are now stepping into. They unpack the technical traps that wreck DESPAC timelines, the fee-structure tricks private companies miss, and why early auditor involvement is the biggest predictor of a clean close. What We Cover: - Why misclassified warrants and earnouts trigger restatements, SEC scrutiny, and PIPE-confidence damage - When private companies must shift from AICPA to PCAOB standards before going public - The independence rule that forces some companies to fire their existing auditor on day one - ASC 606 revenue recognition gaps that quietly distort financials before a deal - Why fair-value valuations require a separate independent expert from the SPAC valuation - Internal controls, carve-outs, and proformas that look fine until PCAOB inspects them - The pre-audit advisory step almost every private company underestimates - Flat-fee vs. range pricing, and the back-end fees that surprise newly public CFOs - The audit firm shutdown that forced public companies into expensive re-audits - How GuzmanGray bakes quality control in to prevent fire drills Connect with Sam Salty: LinkedIn: https://www.linkedin.com/in/sam-salty-0a36741/ Website: https://guzmangray.com/ Connect with Mark Stoller: LinkedIn: https://www.linkedin.com/in/mark-stoller-secaudit312/ Website: https://guzmangray.com/ Protect Your Transaction: Churchwell Insurance Agency specializes in D&O, E&O, representations and warranties, and public company liability for SPAC sponsors, DESPAC targets, and post-merger companies. https://www.churchwellagency.com/ Follow The DESPAC Podcast: https://www.thedespacpodcast.com/ https://www.linkedin.com/in/chazchurchwell/ https://www.youtube.com/@thedespacpodcast The DESPAC Podcast is for informational and educational purposes only. Nothing in this content constitutes legal, investment, tax, or financial advice, nor a recommendation to pursue or avoid any transaction. Consult qualified legal, financial, and tax professionals before acting on any information discussed.  News Theme 1 by Audionautix is licensed under a Creative Commons Attribution 4.0 license. https://creativecommons.org/licenses/by/4.0/ THE DESPAC PODCAST  DISCLAIMER The DESPAC Podcast is for informational purposes only. The views and opinions expressed by the host and guests are their own and do not represent the views of One Iron Network LLC, its affiliates, or any sponsoring organization. Nothing in this podcast should be interpreted as legal advice, investment advice, tax advice, or a recommendation to pursue or avoid any transaction. Discussions may reference SPACs, DESPAC transactions, securities regulations, or public-company readiness frameworks. These conversations are educational in nature and should not be relied upon when making financial or strategic decisions. Listeners should consult qualified legal, financial, and tax professionals before acting on any information discussed in this podcast. Any examples or scenarios mentioned are illustrative and may not reflect current market conditions or regulatory requirements. Participation by a guest does not constitute an endorsement of any company, strategy, product, or service. References to specific firms or individuals are for context only. One Iron Network LLC and the DESPAC Podcast disclaim all liability arising from the use of or reliance on the information presented.

"You can't be a SPAC and a DESPAC at the same time." That's the line from McGuireWoods partner Alex Weniger-Araujo that captures everything wrong with how most private companies approach going public. In this episode, Chaz sits down with Alex Weniger-Araujo (Capital Markets & Securities Partner) and Shahrooz Shahnavaz (Tax Partner & Co-Leader) of McGuireWoods — two attorneys with over 100 SPAC and DESPAC transactions between them. They unpack the SPAC 4.0 era: the institutional discipline, regulatory reset, and three non-negotiables every target must show today. A practitioner-grade conversation for SPAC sponsors, target CEOs and CFOs, securities counsel, and institutional investors. What We Cover: - The 3 non-negotiable traits every DESPAC target must show in 2026 - Why audit readiness and PCAOB-qualified financials cannot be an afterthought - The "why public" thesis that separates serious targets from liquidity-event founders - Tax structuring: why "tax-free" is a myth and how deferral actually works - Cross-border deal complexity and US/foreign tax treaty implications - Co-registrants on the S-4 and F-4 — what target executives are signing up for - Fairness opinions, exchange listing requirements, and legal pre-work that prevents delays - Earnouts, forward purchase agreements, and backstops to manage redemptions - Hot sectors right now: AI infrastructure, data centers, energy, space, and health tech - Why the third or fourth earnings call matters more than DESPAC closing Connect with Alex Weniger-Araujo: McGuireWoods: https://www.mcguirewoods.com/people/w/g-alex-weniger-araujo/ LinkedIn: https://www.linkedin.com/in/galexaraujo/ Connect with Shahrooz Shahnavaz: McGuireWoods: https://www.mcguirewoods.com/people/s/shahrooz-r-shahnavaz/ LinkedIn: https://www.linkedin.com/in/shahroozshahnavaz/ Protect Your Transaction: Churchwell Insurance Agency specializes in D&O, E&O, representations and warranties, and public company liability for SPAC sponsors, DESPAC targets, and post-merger companies. https://www.churchwellagency.com/ Follow The DESPAC Podcast: https://www.thedespacpodcast.com/ https://www.linkedin.com/in/chazchurchwell/ https://www.youtube.com/@thedespacpodcast The DESPAC Podcast is for informational and educational purposes only. Nothing in this content constitutes legal, investment, tax, or financial advice, nor a recommendation to pursue or avoid any transaction. Consult qualified legal, financial, and tax professionals before acting on any information discussed.  News Theme 1 by Audionautix is licensed under a Creative Commons Attribution 4.0 license. https://creativecommons.org/licenses/by/4.0/ THE DESPAC PODCAST  DISCLAIMER The DESPAC Podcast is for informational purposes only. The views and opinions expressed by the host and guests are their own and do not represent the views of One Iron Network LLC, its affiliates, or any sponsoring organization. Nothing in this podcast should be interpreted as legal advice, investment advice, tax advice, or a recommendation to pursue or avoid any transaction. Discussions may reference SPACs, DESPAC transactions, securities regulations, or public-company readiness frameworks. These conversations are educational in nature and should not be relied upon when making financial or strategic decisions. Listeners should consult qualified legal, financial, and tax professionals before acting on any information discussed in this podcast. Any examples or scenarios mentioned are illustrative and may not reflect current market conditions or regulatory requirements. Participation by a guest does not constitute an endorsement of any company, strategy, product, or service. References to specific firms or individuals are for context only. One Iron Network LLC and the DESPAC Podcast disclaim all liability arising from the use of or reliance on the information presented.

A Certified Fraud Examiner who ran undercover investigations for Kroll is now one of the most valuable assets a private company can have heading into a de-SPAC. James Tunkey has worked 50+ de-SPAC transactions — and he says most private companies have no idea what's coming at them in executive due diligence, or how to use it strategically. James Tunkey, CFE and Managing Director of I on Asia, brings three decades of fraud investigation and background check expertise to the de-SPAC world. He breaks down what executive due diligence really involves, why undisclosed litigation is the weapon short sellers wait for, how one bad director can blow up a deal at the two-yard line, and why completing due diligence early directly lowers your cost of capital. Whether you're a private company preparing to go public, a SPAC sponsor evaluating a target, or a securities attorney managing diligence, this is a practitioner-level view of what rigorous due diligence looks like — and what happens when it's skipped, rushed, or bought on the cheap. 🎯 What We Cover: Core pillars of executive due diligence in a de-SPAC transactionInternational vs. domestic: GDPR, local privacy law, and public records availabilityHow one undisclosed director can collapse a deal at the two-yard lineThe six-month expiry window: what to refresh vs. what's already locked inWhy early due diligence signals public-readiness to SPAC sponsorsHow fraud investigation experience drives pattern-based, red-flag-first screeningHow short seller campaigns exploit pre-merger disclosure gapsWhere due diligence vendors oversell and where going cheap creates exposureCrime insurance as an overlooked financial protection layer post-de-SPAC🤝 Connect with James Tunkey: Website: https://www.ionasia.com/ LinkedIn: https://www.linkedin.com/in/jamestunkey/ 🛡️ Protect Your Transaction: Churchwell Insurance Agency specializes in D&O, E&O, representations and warranties, and public company liability for SPAC sponsors, de-SPAC targets, and post-merger companies. https://www.churchwellagency.com/ 🎙️ Follow The DESPAC Podcast: https://www.thedespacpodcast.com/ https://www.linkedin.com/in/chazchurchwell/ https://www.youtube.com/@thedespacpodcast The DESPAC Podcast is for informational and educational purposes only. Nothing in this content constitutes legal, investment, tax, or financial advice, nor a recommendation to pursue or avoid any transaction. Consult qualified legal, financial, and tax professionals before acting on any information discussed.  News Theme 1 by Audionautix is licensed under a Creative Commons Attribution 4.0 license. https://creativecommons.org/licenses/by/4.0/ THE DESPAC PODCAST  DISCLAIMER The DESPAC Podcast is for informational purposes only. The views and opinions expressed by the host and guests are their own and do not represent the views of One Iron Network LLC, its affiliates, or any sponsoring organization. Nothing in this podcast should be interpreted as legal advice, investment advice, tax advice, or a recommendation to pursue or avoid any transaction. Discussions may reference SPACs, DESPAC transactions, securities regulations, or public-company readiness frameworks. These conversations are educational in nature and should not be relied upon when making financial or strategic decisions. Listeners should consult qualified legal, financial, and tax professionals before acting on any information discussed in this podcast. Any examples or scenarios mentioned are illustrative and may not reflect current market conditions or regulatory requirements. Participation by a guest does not constitute an endorsement of any company, strategy, product, or service. References to specific firms or individuals are for context only. One Iron Network LLC and the DESPAC Podcast disclaim all liability arising from the use of or reliance on the information presented.

Valuation disputes are the #1 source of litigation, infighting, and blown DESPAC deals. Michael Moscarelli of Houlihan Capital has personally delivered up to 15 DESPAC fairness opinions and breaks down exactly how the process works, what targets consistently get wrong, and why the financial projections you share today could become your single biggest post-close liability. Michael Moscarelli is a Vice President in Houlihan Capital's Valuation and Financial Advisory practice and leads the firm's SPAC fairness opinion practice. With 27 opinions completed firm-wide across biotech, SaaS, cryptoassets, telecom, and CPG, he covers fair pricing vs. fair process, per-share fairness analysis, dilution mechanics, projection disclosure risk, and what target management teams must do to prepare before the opinion process kicks off. What We Cover: What a fairness opinion delivers and why SPAC boards require third-party validationFair pricing vs. fair process: the two components every target needs to understandWhy DESPAC fairness opinions are conducted on a per-share basis, not just enterprise valueHow sponsor shares, warrants, rights, and PIPE terms erode target shareholder valueWhy your last private round valuation is irrelevant to a public marketProjection disclosure risk and why numbers shared with the opinion team enter public filingsRed flags in fairness opinion fee structures, including contingent compensation arrangementsHow to build credible, defensible financial forecasts before the BCA is announcedWhat slows the process: unresponsive targets, shifting deal terms, and unaudited financialsThe litigation defense role a rigorous fairness opinion plays in a DESPAC transactionConnect with Michael Moscarelli: LinkedIn: https://www.linkedin.com/in/michaelmoscarelli Protect Your Transaction: Churchwell Insurance Agency specializes in D&O, E&O, representations and warranties, and public company liability for SPAC sponsors, de-SPAC targets, and post-merger companies. https://www.churchwellagency.com/ Follow The DESPAC Podcast: https://www.thedespacpodcast.com/ https://www.linkedin.com/in/chazchurchwell/ https://www.youtube.com/@thedespacpodcast The DESPAC Podcast is for informational and educational purposes only. Nothing in this content constitutes legal, investment, tax, or financial advice, nor a recommendation to pursue or avoid any transaction. Consult qualified legal, financial, and tax professionals before acting on any information discussed.  News Theme 1 by Audionautix is licensed under a Creative Commons Attribution 4.0 license. https://creativecommons.org/licenses/by/4.0/ THE DESPAC PODCAST  DISCLAIMER The DESPAC Podcast is for informational purposes only. The views and opinions expressed by the host and guests are their own and do not represent the views of One Iron Network LLC, its affiliates, or any sponsoring organization. Nothing in this podcast should be interpreted as legal advice, investment advice, tax advice, or a recommendation to pursue or avoid any transaction. Discussions may reference SPACs, DESPAC transactions, securities regulations, or public-company readiness frameworks. These conversations are educational in nature and should not be relied upon when making financial or strategic decisions. Listeners should consult qualified legal, financial, and tax professionals before acting on any information discussed in this podcast. Any examples or scenarios mentioned are illustrative and may not reflect current market conditions or regulatory requirements. Participation by a guest does not constitute an endorsement of any company, strategy, product, or service. References to specific firms or individuals are for context only. One Iron Network LLC and the DESPAC Podcast disclaim all liability arising from the use of or reliance on the information presented.