The SPAC Podcast

In today’s SPAC market, we’re seeing more sponsors incorporate performance-based earn-outs into their promote structures. These earn-outs typically delay sponsor equity until certain milestones are reached, such as stock price thresholds, EBITDA targets, or time-based vesting.

This approach is designed to better align sponsor incentives with long-term shareholder value and public market performance. Investors, including PIPE participants and public shareholders, may view these structures favorably as they seek alignment with the company’s future growth. While not required, performance-based promotes are becoming more common among sponsors focused on long-term outcomes.

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Backing a SPAC starts with backing the right sponsor team. But how can you tell if something’s off? In this quick episode of The SPAC Podcast, we walk through the top red flags to watch for before trusting a sponsor with your capital.

From lack of skin in the game to weak M&A credentials, vague strategies, and overhyped language—these warning signs often surface early. We also highlight the importance of transparency around sponsor economics and track records. Whether you’re an investor, advisor, or just SPAC-curious, knowing how to spot risk is essential to naviga...

Who qualifies to lead a SPAC? It’s a question we hear often—and the answer might surprise you. In this short episode of The SPAC Podcast, we break down who can become a SPAC sponsor and what truly sets successful sponsors apart.

From private equity professionals to former CEOs, venture capitalists, and even family offices and athletes, the sponsor pool is more diverse than many realize. But regardless of background, the key ingredients are the same: deal-making credibility, access to $5–10 million in risk capital, and a strong network. Tune in as we explore the evolving sponsor landsc...

You might think SPAC sponsors just show up and collect a payday.

But the good ones? They put real skin in the game.

Most sponsors invest millions of dollars in risk capital just to launch the IPO.

If they don’t close a deal in 2 years, they lose it all.

That’s high-stakes conviction — not just compensation.

And it’s one of the clearest ways to judge sponsor alignment with investors.

Talking Points:

Let’s talk about the SPAC ‘promote.’

Sponsors typically receive 20% of the company’s post-IPO equity.

That’s the reward — or the ‘promote’ — for building the deal.

But here’s the controversy: if the deal underperforms, the sponsor might still win.

That’s why more deals now tie the promote to real results — like stock performance, revenue milestones, or investor approval.

When the promote aligns with performance, everyone wins.

Talking Points:

Who’s really in charge — the sponsor or the CEO?

Before the merger, the sponsor runs the show: raising capital, finding the target, and structuring the deal.

But once the merger is complete?

The CEO of the acquired company takes over.

The sponsor might stay involved — maybe on the board or as an advisor —

but from that point forward, the CEO drives operations, growth, and strategy.

It’s a relay — not a tug of war.

Talking Points:

Let’s break it down — what exactly is a SPAC sponsor?

A SPAC sponsor is the mastermind behind the deal.

They form the entity, fund the setup, go public, and search for the private company to merge with.

Think of them as the architect — designing and negotiating everything that happens before a business goes public.

They’re not usually the CEO after the deal. They’re the bridge between private innovation and public capital.

Talking Points:

“Welcome to the Public Markets”

Welcome back to The SPAC Podcast. This is our final episode in the SPECIAL series — a framework covering the seven key stages of the SPAC process.

We’ve walked through:
S: Sponsor Setup
P: Public Raise
E: Evaluate Targets
C: Combination Planning
I: Investor Engagement
A: Approval Process

Now we arrive at L: Launch as a Public Company.

Once the business combination is approved and closed, the private company officially becomes public. The merged entity begins trading under its new ticker s...

“Shareholder Vote & Redemption Window”

Welcome back to The SPAC Podcast. We’re almost at the final stage of our SPECIAL series.

So far, we’ve covered:

Now we’re at A: Approval Process.

After marketing and regulatory filings, the deal goes to a shareholder vote. Public shareholders can choose to...