Highlighted Features

How is capital raised?

Equity capital is raised through a fully registered initial public offering.

Where are proceeds held?

• Approximately 100% of gross proceeds are held in trust pending consummation of a business combination.
• Liquidation of funds in trust to public shareholders if the SPAC fails to consummate a business combination within 18-24 months.

SPAC Governance

• Majority stockholder approval of business combination is required.
  • Full disclosure to shareholders prior to vote.
  • Shareholders have the right to receive the cash per share in trust if either:
  • The shareholder votes against a transaction that is approved and requests conversion; or
  • The SPAC fails to consummate a business combination in the allotted time (liquidation).
  • Voting and conversion rights of public shareholders limit approval to only well-received transactions.

SPAC Management

• Insiders receive approximately 20% of post-IPO shares, in many cases contingent on share appreciation.
• Provides a commitment to invest in a SPAC.
• Insiders’ shares are held to a one-year escrow.
• Insiders are not allowed to participate in liquidating distribution.