“Planning the Business Combination”
Welcome back to The SPAC Podcast. We’re continuing our SPECIAL series — covering the lifecycle of a SPAC from formation to public company.
So far, we’ve explored:
Now it’s time for C: Combination Planning.
When a suitable target is found, the SPAC team enters into a non-binding LOI and begins to structure the business combination.
This stage includes deep due diligence, financial modeling, legal review, and valuation alignment. The parties negotiate merger terms, finalize sponsor economics, and may reallocate or subject founder shares to performance vesting.
Importantly, many deals require PIPE financing — private investment in public equity — to supplement trust capital and ensure cash at closing. The team also begins to prepare proxy materials and public filings for the SEC.
This is where legal, financial, and narrative elements all come together.
Disclaimer: Michael J. Blankenship is a licensed attorney and partner at Winston Taylor. Joshua Wilson is a licensed Florida real estate broker and holds FINRA Series 79 and Series 63 licensure. The content of this podcast is for informational and educational purposes only and should not be considered legal, financial, or compliance advice. All views and opinions expressed by the hosts and guests are their own and do not necessarily reflect the policies or positions of any regulatory agency, law firm, organization, or employer. Listeners should consult their own legal counsel, compliance teams, or financial advisors to ensure adherence to applicable regulations, including SEC, FINRA, and other industry-specific requirements. This podcast does not constitute a solicitation or recommendation for any financial products or services.
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