SPAC transactions have not disappeared—but they have changed.
In today’s environment, sponsors, boards, and target companies face higher expectations around valuation support, disclosure, and long-term credibility. Regulatory scrutiny has increased, investor expectations have shifted, and transaction structures have become more complex.
In this webinar, Marshall & Stevens, Harneys, and Gig Capital Global discuss how the SPAC market has evolved, what the SEC now expects in fairness opinions and disclosures, and how sponsors are adapting to a more disciplined transaction environment.
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Speakers
John D. Agliotti, Senior Managing Director, Marshall & Stevens
Jason Wainwright, Managing Director, Marshall & Stevens
George Weston, Partner, Harneys
James Kitching, Counsel, Harneys
Dr. Avi Katz, Founder & Executive Chairman, Gig Capital Global
Overview of the Discussion
This session focuses on how SPAC transactions are being evaluated and executed in the current market.
The discussion begins with structural considerations, including the continued use of offshore jurisdictions such as Cayman and the British Virgin Islands (BVI). These structures are often selected for flexibility, tax neutrality, and reduced litigation exposure compared to U.S. jurisdictions.
The conversation then shifts to regulatory developments affecting SPAC transactions—particularly the SEC’s final rules around fairness opinions, projections, and disclosure requirements. While fairness opinions are not explicitly required, boards must clearly explain the basis for concluding that a transaction is fair, supported by valuation analysis and documented assumptions.
A key theme is the shift toward transparency. Financial projections must now include detailed narratives explaining assumptions, risks, and historical accuracy. Summary-level disclosures are no longer sufficient.
The panel also examines how transaction structures have evolved. Earn-outs and contingent consideration are now common, requiring probability-based valuation approaches rather than face-value assumptions.
Finally, the discussion expands to the broader SPAC ecosystem. Success depends on coordination across sponsors, legal advisors, valuation experts, auditors, and investors. The market has moved away from short-term execution toward long-term accountability and operational credibility.
What You’ll Learn
- How SEC rules have changed expectations for fairness opinions and disclosure
- Why projections now require detailed narrative support and transparency
- How earn-outs and contingent consideration are being valued in SPAC deals
- What has changed in SPAC market dynamics since 2020–2021
- How sponsors evaluate targets in a more disciplined environment
- Why long-term commitment and operational credibility now drive SPAC success
Key Takeaways
The webinar highlights several shifts that are directly affecting SPAC transactions today:
- Transparency is now required, not optional
Fairness opinions and valuation analyses must be fully documented, with methodologies, assumptions, and limitations clearly disclosed.
- Projections must be explained—not just presented
Investors and regulators expect a detailed narrative behind financial forecasts, including assumptions and historical performance context.
- Transaction structures are more complex
Earn-outs and contingent consideration require probability-based valuation approaches to reflect economic reality.
- The SPAC market has become more selective
Sponsors are prioritizing realistic valuations, credible management teams, and defensible business models.
- Execution is no longer short-term
Successful SPAC transactions require long-term involvement from sponsors and alignment across the full advisory ecosystem.
Why This Matters
SPAC transactions now operate under a higher standard of scrutiny.
Boards must be able to demonstrate that their decisions are informed, documented, and defensible. Valuation work plays a central role in this process—supporting fairness conclusions, informing disclosures, and helping stakeholders assess risk.
At the same time, sponsors and target companies must approach SPAC transactions as long-term operating commitments, not just capital-raising events. The market is rewarding discipline, transparency, and alignment.
As discussed in the session, the SPAC structure remains viable—but only when executed with rigor, realistic assumptions, and a clear understanding of regulatory expectations.
Related Services
- Fairness Opinions Advisory Services
Supports boards in evaluating whether a transaction is fair from a financial perspective, with documentation that can withstand regulatory and legal scrutiny.
- SPAC / de-SPAC Advisory Services
Addresses valuation, transaction structure, and SEC-facing documentation specific to SPAC transactions.
