Valuation disputes are the #1 source of litigation, infighting, and blown DESPAC deals. Michael Moscarelli of Houlihan Capital has personally delivered up to 15 DESPAC fairness opinions and breaks down exactly how the process works, what targets consistently get wrong, and why the financial projections you share today could become your single biggest post-close liability.

Michael Moscarelli is a Vice President in Houlihan Capital's Valuation and Financial Advisory practice and leads the firm's SPAC fairness opinion practice. With 27 opinions completed firm-wide across biotech, SaaS, cryptoassets, telecom, and CPG, he covers fair pricing vs. fair process, per-share fairness analysis, dilution mechanics, projection disclosure risk, and what target management teams must do to prepare before the opinion process kicks off.

What We Cover:

• What a fairness opinion delivers and why SPAC boards require third-party validation
• Fair pricing vs. fair process: the two components every target needs to understand
• Why DESPAC fairness opinions are conducted on a per-share basis, not just enterprise value
• How sponsor shares, warrants, rights, and PIPE terms erode target shareholder value
• Why your last private round valuation is irrelevant to a public market
• Projection disclosure risk and why numbers shared with the opinion team enter public filings
• Red flags in fairness opinion fee structures, including contingent compensation arrangements
• How to build credible, defensible financial forecasts before the BCA is announced
• What slows the process: unresponsive targets, shifting deal terms, and unaudited financials
• The litigation defense role a rigorous fairness opinion plays in a DESPAC transaction

Connect with Michael Moscarelli: LinkedIn: https://www.linkedin.com/in/michaelmoscarelli

Protect Your Transaction: Churchwell Insurance Agency specializes in D&O, E&O, representations and warranties, and public company liability for SPAC sponsors, de-SPAC targets, and post-merger companies. https://www.churchwellagency.com/

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The DESPAC Podcast is proud to spotlight The SPAC Conference, happening June 9–10 at Westchester Country Club in New York. Host Chaz Churchwell will be speaking alongside leading voices across the SPAC and DESPAC ecosystem. If you’re considering going public through a SPAC, this is a must-attend event. Learn more at https://spacconference.com/

THE DESPAC PODCAST STANDARD LEGAL DISCLAIMER

The DESPAC Podcast is for informational purposes only. The views and opinions expressed by the host and guests are their own and do not represent the views of Smooth Stone Capital, its affiliates, or any sponsoring organization.

Nothing in this podcast should be interpreted as legal advice, investment advice, tax advice, or a recommendation to pursue or avoid any transaction. Discussions may reference SPACs, DESPAC transactions, securities regulations, or public-company readiness frameworks. These conversations are educational in nature and should not be relied upon when making financial or strategic decisions.

Listeners should consult qualified legal, financial, and tax professionals before acting on any information discussed in this podcast. Any examples or scenarios mentioned are illustrative and may not reflect current market conditions or regulatory requirements.

Participation by a guest does not constitute an endorsement of any company, strategy, product, or service. References to specific firms or individuals are for context only.

Smooth Stone Capital and the DESPAC Podcast disclaim all liability arising from the use of or reliance on the information presented.