Our SPAC Experience Runs Deep
Our team’s SPAC transaction experience includes dozens of fairness opinions issued in SPAC merger transactions across a variety of sectors. We are trusted by leading law firms, sponsors, and target companies. In fact, in 2022, Marshall & Stevens was the leading financial advisor to SPAC acquisitions nationally in terms of aggregate deal value (Statista.com). As the SPAC market comes back to life in 2025, we stand uniquely ready to assist.
Our Fairness Opinions Services Include:
- A thorough review of financial projections, underlying assumptions & comparable companies and transactions;
- In-depth industry research and analysis to validate projections and key assumptions;
- An independent valuation of the target;
- An independent assessment of the merger consideration and overall fairness;
- An analysis of the transaction structure, including earnout analysis, if needed;
- Board-level presentations and Q&A support;
- SEC- and shareholder-ready documentation, including S-4 and F-4 filings and prompt responses to SEC comment letters.
Further, we recognize the unique working capital considerations of SPAC transactions. Our fairness opinion committee consists of seasoned attorneys and senior members of our firm, and our well-honed process enables our team to deliver high-quality results efficiently. For more information about fairness opinions, please see our Fairness Opinion Guide.
De-SPAC Transactions
SPAC fiduciaries are encouraged to engage an independent advisor to provide a Fairness Opinion that addresses fairness from the financial point of view to either the SPAC (buy-side) or the target (sell-side).
Public Company Reporting Compliance
SPACs have the same public company financial reporting compliance requirements as every other public company (FASB, SEC, PCAOB). Valuation is a component of that compliance:
- Valuation of simple and complex Equity and Debt Instruments (FASB ASC 320, 718, 815 and 946) for founder’s shares, preferred equity, warrants, rights, options, etc. SPAC-issued warrants and rights require careful valuation for financial reporting, as SEC guidance often requires these instruments to be classified as liabilities rather than equity, which must be measured at fair value at each reporting period.
- Purchase Price Allocation when applicable, analyses for public filings when targets have been identified and again when the business combination transaction are consummated, and a new opening balance sheet is required (FASB ASC 805). The allocation analyses may include the valuation of intangible assets such as intellectual property and customer relationships, as well as machinery & equipment and real estate.
- Impairment Testing (ASC 350 & 360) and other analyses as necessary to comply with FASB accounting requirements.
Regulatory Compliance
The SEC, FASB, IFRS, PCAOB and other regulators make changes to accounting, disclosure, and valuation standards in response to public and private company challenges and concerns. Marshall & Stevens keeps current with valuation standards to ensure compliance with current requirements.
How Marshall & Stevens can help with SPAC Valuation
Our SPAC Valuation team collaborates with our internal multi-disciplinary professionals to provide the value analyses and fresh independent opinions to fiduciaries, financing sources and investors for public and private company transactions.
Fairness Opinion
A Fairness Opinion from a disinterested valuation firm provides decision makers with an independent analysis of the transaction, unbiased by commissions and other potential conflicts.
Financial Reporting Valuation
Auditors refer their public and private clients to Marshall & Stevens for financial reporting assignments due to the knowledge, expertise, and experience of our professionals.
Business Valuation
Whether for purchase, sale, investment, gifting, recapitalization, or equity/option grants, establishing an understanding of value is crucial for decision makers.
Purchase Price Allocation
Marshall & Stevens is a preferred source for purchase price allocation analyses because of our approach to these assignments and the fact we have multiple valuation disciplines in-house.
Impairment Testing
Impairment, in the context of an acquired business or asset, generally refers to a decrease in book or carrying value of an underlying asset(s) of the company, such as goodwill, customer relationships, a tradename...
Financial Valuation
Lawyers, accountants, wealth managers and other trusted advisors refer their important clients to us for financial valuation and consulting services.
Frequently Asked Questions
-
A SPAC is a public company; as such, all public company transactions receive scrutiny from a larger audience than private company transactions. That said, fairness opinions differ by scope of work – are we being asked to opine only to the consideration being paid (or received) or are we to also opine as to the process undertaken to arrive at the proposed transaction.
Our SPAC / de-SPAC transaction fairness analyses and opinions are typically done in phases to address value first, then fairness of the transaction consideration to the party engaging us. -
If a company has their purchase price allocation and other financial reporting done for compliance with private company GAAP and then goes public (IPO, SPAC, merger, etc.), the financial reporting will have to be redone and restated to meet the public company standard prior to going public. The initial small cost savings of following private company GAAP for acquisitions is far outweighed by the cost to redo the work in the future.
Client Highlights
Here are a few client success stories from public and private companies we’ve worked with
SPAC Valuation Contacts at Marshall & Stevens
Background
John Agogliati is Senior Managing Director for Marshall & Stevens Transaction Advisory Services, LLC providing Dispute Resolution & Litigation Support, Fairness Opinions & Solvency Opinions.
Mr. Agogliati has been in the financial valuation industry since 1998. He performs valuation analyses of closely held companies, financial instruments, derivatives, and complex assets for transactions, litigation, estate and gift tax planning and reporting, and financial reporting purposes in a variety of industries. He leads Fairness Opinion and Solvency Opinion assignments.
Mr. Agogliati serves as a valuation consultant and as an expert witness in matters such as business interruption, breach of contract, product liability, shareholder oppression, legal malpractice, and accountant malpractice, among others for matters that have come before bench trials, jury trials and panel arbitrations.
Prior to joining Marshall & Stevens in 2017, Mr. Agogliati worked in the valuation practice of multiple accounting firms including Deloitte, LLP. Mr. Agogliati earned a Master of Business Administration degree in Finance and a Bachelor of Science in Chemical Engineering with a minor in Economics from Lehigh University. He is a Chartered Financial Analyst (CFA®) Charterholder and an Accredited Senior Appraiser (“ASA”) in business valuation. He is a member of the CFA Institute, the New York Society of Security Analysts and the American Society of Appraisers.
Professional Highlights
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- Member, New York Society of Security Analysts
- Member, American Society of Appraisers
- Marshall & Stevens, Inc.
Senior Managing Director, 2017-present - Anchin, Block & Anchin LLP
Senior Consultant, 2017 - Berdon LLP
Principal – Litigation, Valuation and Dispute Resolution Group, 2004-2017 - Deloitte & Touche
Manager, 1998-2004 - Fuss & O’Neill
Chemical Engineer, 1995-1996 - Ogden Martin Systems
Chemical Engineer, 1994-1995
Background
Darleen Armour is a Managing Director for the Financial Valuation and Consulting practice with Marshall & Stevens. She is responsible for all financial valuation assignments in the West Region. Ms. Armour leads the Technical Standards Committee for the national Financial Valuation & Consulting practice.
Ms. Armour has been in the valuation business since 1987. Her experience includes Fairness Opinions, Solvency Opinions and the valuation of businesses, intangible assets, and securities for financial reporting purposes (purchase price allocation and impairment), estate and gift tax reporting, equity compensation/stock options (IRC 409A), ESOPs, and litigation support.
Ms. Armour works with public and private companies in a wide range of industries. She has a great amount of experience in the valuation of entertainment and media companies and their intangible assets including film libraries and music catalogs.
Prior to joining Marshall & Stevens, Ms. Armour has served as Director of BDO’s Valuation and Business Analytics practice, Senior Vice President at FMV Opinions, Inc., and Senior Vice President at Houlihan Lokey Howard & Zukin, Inc.
Ms. Armour served as an Adjunct Professor at California State University, Fullerton teaching a Graduate Level Business Valuation/Mergers & Acquisition Course from 2010 to 2018.
Ms. Armour has been qualified as an expert witness, has provided testimony, and been a neutral third appraiser in arbitration and legal proceedings.
She is an active member of the Association for Corporate Growth having served on the Orange County Board of Directors from 2001 – 2020 and is a member of the Membership Committee for the Los Angeles Chapter of the Association for Corporate Growth.
Professional Highlights
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- Membership Committee, Los Angeles Chapter
- Orange County Board of Directors, 2001-2020
- Marshall & Stevens, Inc.
October 2015-present
‣ Managing Director, Financial Valuation & Consulting, 2019-present
‣ Director, Financial Valuation & Consulting, 2015-2019 - BDO
Director, Valuation & Business Analytics, 2014-2015 - FMV Opinions
Senior Vice President, 2012-2014 - Cronkite & Kissell
Principal, 2001-2012 - Houlihan Lokey
Senior Vice President, 1987-2001
- California State University, Fullerton
Adjunct Professor, 2010-2018
‣ Business Valuation/Mergers & Acquisitions (graduate level)
Background
Martin Hanan is a Managing Director with 40 years of business valuation, transaction and business economics consulting experience. He was the founder and President for ValueScope, and joined Marshall & Stevens in 2024, with their acquisition of ValueScope. He works primarily in transaction advisory and financial valuation.
Having created two industry-leading firms, Mr. Hanan has managed hundreds of engagements for other professional advisors, and government and corporate clients in a wide array of industries.
Mr. Hanan’s expertise includes the valuation of closely held business interests, financial derivatives, and intellectual property; governance issues including executive compensation; and financial and tax reporting issues including transfer pricing, transactional assistance and methods designed to accelerate corporate cash flow and value.
Mr. Hanan’s strengths include deep insight into econometrics, theory and methodology, business appraisal, and empirical analysis. He is highly analytical, quantitative and creative, and utilizes these skills in assignments ranging from value measurement to value harvesting to expert testimony.
Professional Highlights
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- Dallas Society of Financial Analysts
- Beta Gamma Sigma Alumni - Dallas Chapter
- Scale Marketing LLC, Director
- Director, Project Chimps (non-profit)
- Former Director, Einstein Noah Bagel Corp.
- Former Director, Luna Carpet, Inc.
- Former Director, Board of Trustees, Alliance for Higher Education / North Texas Regional Center for Innovation and Commercialization
- ValueScope, Inc.
Founder and President, 2001-present - Business Valuation Services, Inc.
Founder and President, 1987-2000 - H.D. Vest Business Valuation Services, Inc.
President, 1987 - Touche Ross & Co.
Senior Manager, Valuation Engineering and Appraisal Services, 1986-1987 - Arthur D. Little Valuation
Manager, 1983-1986 - Motorola Govt. Electronics Group
Design and Manufacturing Engineer, 1978-1982
Background
Jonathan Adelson is a Managing Director, Business Development with Marshall & Stevens.
Mr. Adelson joined Marshall & Stevens in 2024. He leads business development efforts with public and private companies, private equity funds, and turnarounds to deliver independent financial opinions with respect to valuation, solvency, capital adequacy and fairness in connection with mergers, acquisitions, divestitures, leveraged buyouts, recapitalizations, financings and financial and tax reporting matters for businesses, equity and debt securities, loans, derivative instruments, structured products, intangible assets, fixed assets real estate and more.
Prior to Marshall & Stevens, Mr. Adelson was a Manager at KPMG and a Managing Director at Alvarez & Marsal. He has served in business development roles for Valuation Research Corporation, Adelson Strategies (a global business development and strategy firm), and Trio Media Ventures. He began his career in public policy.
Mr. Adelson volunteers with multiple organizations.
Professional Highlights
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Managing Director, Business Development, 2024-present - Valuation Research Corporation
Managing Director, 2017-2024 - Adelson Strategies
Managing Director, 2015-2017 - Trio Media Ventures
Founder, Head of Global Strategy & Business Development, 2015-2017 - Alvarez & Marsal
Managing Director, 2005-2015 - KPMG LLP
1998-2005
‣ Manager, 1999-2005
‣ Intern, Washington National Tax Practice, Summer 1998
- American Iron and Steel Institute
Law Clerk, Office of the General Counsel and VP of Public Policy, Summer 1995 - Liz Robbins Associates
Junior Associate, Washington Representatives, 1991-1994
- Bondville Fair (Bondville, VT)
Board of Directors, 2023-present - The M&A Advisor 2022 (New York, NY)
Advisory Board, 2022-2023 - The Stratton Foundation (Stratton, VT)
Volunteer, 2020-present - Stars of Hope (New York, NY)
Volunteer, 2019-present - Progressive Policy Institute (Washington, DC)
Board of Directors, 2016-present - Ithaca College Alumni Association (Ithaca, NY)
Board of Directors, 2002-2008
Background
David A. Gaynor, ASA, is a National Practice Leader for our Financial Valuation Practice and Managing Director of our Healthcare Valuation Practice. Mr. Gaynor’s responsibilities include overseeing the delivery of valuation services to the Firm’s financial valuation clients.
Mr. Gaynor has more than 22 years of consulting experience, specializing in the valuation of businesses and business interests, intangible assets, liabilities, and complex securities in connection with mergers and acquisitions, financing, estate and gift tax planning, charitable contributions, litigation support services, strategic planning, fairness opinions, Employee Stock Ownership Plans (ESOPs), accounting matters, and recapitalizations. Mr. Gaynor has served clients in a wide variety of industries, including the healthcare, food & beverage, restaurant, consumer products, telecommunication and manufacturing industries.
Prior to joining Marshall & Stevens, Mr. Gaynor led the Healthcare Valuation Group at Crowe, LLP. He has also been employed at CohnReznick, LLP and EisnerAmper, as well as Management Planning Inc. and Pluris Valuation Advisors, LLC.
Mr. Gaynor earned a Bachelor of Science in Finance from The College of New Jersey in Ewing, NJ.
Mr. Gaynor is an Accredited Senior Appraiser (ASA) in business valuation with the American Society of Appraisers. In addition, Mr. Gaynor is a Member of the Appraisal Issues Task Force (AITF), a Board Member of the Towson University Family Network, and a Member of the Montgomery Township, NJ Budget and Finance Committee. Mr. Gaynor is a frequent writer and speaker on valuation topics.
Professional Highlights
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- Board Member, Towson University Family Network
- Member, Montgomery Township, NJ Budget and Finance Committee
- Marshall & Stevens, Inc.
December 2019-present
‣ Managing Director, Northeast Financial Valuation Practice Leader, 2023-present
‣ Managing Director, 2019-2023 - Crowe
February 2014-November 2019
‣ Managing Director, Healthcare Valuation Services Leader, 2019
‣ Senior Manager, 2014-2019 - CohnReznick LLP
Senior Manager, 2012-2014 - Pluris Valuation Advisors LLC
Vice President, 2010-2012 - Management Planning, Inc.
Vice President, 2008-2010 - Valuation Research Corporation
Vice President, 2007-2008 - Crowe Horwath LLP
Manager, 2004-2007 - EisnerAmper
Supervisor, 2002-2003
Background
Simon Koo is a Director in the Financial Valuation and Consulting Practice of Marshall & Stevens Incorporated.
Mr. Koo provides Fairness Opinions and Solvency Opinions for public and private company transactions. He performs valuations of closely held businesses, portfolio companies of private equity and business development companies, as well as intellectual property and other intangible assets, and complex securities, including debt, preferred stock, options and warrants, and contingent consideration using Monte Carlo Simulation and Option Pricing Model methodologies.
He serves clients in a variety of industries including technology, media, pharmaceutical and life sciences, health services, industrial products, retail and consumer products, and food and beverage industries. Engagements are typically provided to assist clients with buy/sell consideration, financing and recapitalization, financial reporting, tax planning and reporting, and matters of dispute.
Mr. Koo joined Marshall & Stevens in 2019. Prior to Marshall & Stevens, he worked in the valuation practice of PWC, Grant Thornton, and RSM.
Professional Highlights
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- Marshall & Stevens, Inc.
Director, Financial Valuation & Consulting, 2019-present - RSM US LLP
Supervisor, 2018-2019 - PwC
Valuation - Senior Associate, 2016-2018 - Grant Thornton LLP
Valuation Associate / Senior Associate / Manager, 2011-2016 - Ardour Capital Investments
Equity Research Associate - Intern, 2010-2011
Background
Jason Wainwright is a Managing Director with two decades of experience working in financial valuation. He joined Marshall & stevens in 2024 with the acquisition of ValueScope.
Mr. Wainwright has worked on and managed numerous business valuations and projects for firms spanning multiple industries, including energy, defense, consumer products, professional services, and healthcare. These projects have included financial modeling and Monte Carlo simulation, analysis of distressed debt investments, business appraisals, valuation of complex securities, litigation support, statistical and econometric forecasting and analysis, and corporate consulting projects including strategy, value enhancement, and capital structure optimization.
Mr. Wainwright’s prior industry experience includes serving as a senior analyst for one of the nation’s leading aerospace and technology companies, Lockheed Martin, where he held key positions in both the finance and strategy departments. His work there included the qualification and analysis of merger and acquisition candidates as well as assessing new business opportunities in the energy market. Additionally, he supported the development of the organization’s annual strategic plan and market forecast and conducted competitive intelligence research. Prior to Lockheed Martin, Mr. Wainwright was a contributing author and editor at Kaplan Schweser, a global education company focused on preparing professionals for financial designations. He has authored content related to quantitative financial analysis, asset management, financial risk management, alternative investment analysis, securities analysis, and valuation.
Mr. Wainwright is recognized in the areas of new business analysis and strategic planning. His strengths include deep insight into investment opportunities and the preparation of investment analyses and recommendations.
Professional Highlights
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- CFA Society of Dallas-Fort Worth
- ValueScope, Inc.
2014-present
‣ Managing Director, 2025-present
‣ Director, 2022-2025
‣ Senior Manager, 2015-2022
‣ Manager, 2015
‣ Senior Associate, 2014-2015 - Lockheed Martin Missiles and Fire Control
2011-2014
‣ Strategic Senior Planning Analyst, 2013-2014
‣ Senior Financial Analyst, 2011-2013 - Kaplan Schweser
Content Specialist, 2008-2011 - Lockheed Martin Missiles and Fire Control
Contracts Negotiator, 2005-2008
Background
James Sieman serves as a Principal and Managing Director for the Financial Valuation & Consulting practice of Marshall & Stevens Incorporated. Mr. Sieman is responsible for all financial and multidisciplinary assignments in the Southeast Region.
Active in the valuation profession since 1998, Mr. Sieman provides financial valuation and consulting services to private sector clients and publicly traded companies in a broad range of industries as well as to government agencies. Areas of specialization include complex valuation studies and consulting engagements requiring a financial or multidiscipline approach relating to Fairness Opinions for mergers & acquisitions, intellectual and other intangible property for allocation (ASC 805) and transfer pricing, estate & succession planning and reporting, employee stock ownership plans (ESOPs), stock options, warrants, SARS, etc. (ASC 718/IRC 409a), recapitalizations and equity financing, bankruptcy, reorganization, divestitures, litigation support for dissolutions, stockholder and ad valorem disputes, and SEC and IRS Compliance.
Mr. Sieman received a B.S. degree in Finance from Purdue University. He attends numerous educational seminars in valuation theory and practice. Mr. Sieman is an Accredited Senior Appraiser (ASA) of the American Society of Appraisers.
Professional Highlights
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Managing Director, 2009-present - Kroll
Director, 2005-2008 - Shepard Schwartz & Harris LLP
Director, 2003-2005 - Marshall & Stevens, Inc.
Manager, 1998-2003
Relevant Insights
Transparency, Independence, Fairness Opinions and the SEC
SPAC / de-SPAC Valuation Consulting
