The DESPAC Podcast

373 active SPACs are hunting for targets — but only 23.3% of completed DESPACs trade above $10. Chaz Churchwell and Joshua Wilson break down the current SPAC-to-DESPAC data and what it means for private companies weighing a public listing.

Chaz Churchwell, founder of Churchwell Insurance Agency and a D&O specialist for public companies, joins executive producer Joshua Wilson to unpack the state of the SPAC and DESPAC market. Drawing on SPAC Research's weekly monitors, they cover buyer pool depth, capital formation, completed deal sizes, valuation discipline, and which sectors are leading the DESPAC pipeline — key context for any private company weighing a SPAC merger as its path to going public.

What We Cover:

• 373 active SPACs: 267 still searching, 106 deals already announced
• $28B raised across 141 SPAC IPOs through Aug. 14, averaging $199M per SPAC
• 30 completed DESPACs this year totaling $38B in aggregate value
• Why the live pipeline's $575M average deal size differs from completed deals
• Valuation reality: only 23.3% of DESPAC stocks trade above $10; 40% sit below $5
• Why closing a DESPAC isn't the same as succeeding post-merger
• Tech's lead in the pipeline: 35 live deals, highest completed-deal median price
• Healthcare's active but lower-valued DESPAC activity
• Where to get D&O insurance guidance before going public via SPAC

Connect with Chaz Churchwell: LinkedIn https://www.linkedin.com/in/chazchurchwell/

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

Follow The DESPAC Podcast:
Website https://www.thedespacpodcast.com/
LinkedIn https://www.linkedin.com/company/thedespacpodcast/
YouTube https://www.youtube.com/@thedespacpodcast
Apple https://podcasts.apple.com/podcast/id1855942535?mt=2&ls=1
Spotify https://open.spotify.com/show/1pA3EuEU656ZsEEx1Te4C2

A One Iron Network production: Executive Producer Joshua Wilson

The DESPAC Podcast is for informational and educational purposes only. Nothing in this content constitutes legal, investment, tax, or financial advice, nor a recommendation to pursue or avoid any transaction. Consult qualified legal, financial, and tax professionals before acting on any information discussed. 

News Theme 1 by Audionautix is licensed under a Creative Commons Attribution 4.0 license. https://creativecommons.org/licenses/by/4.0/

THE DESPAC PODCAST  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 One Iron Network LLC, 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.

One Iron Network LLC and the DESPAC Podcast disclaim all liability arising from the use of or reliance on the information presented.

Attorneys and bankers rarely say this part out loud: your SEC filing doesn't move without a printer, and waiting too long to bring one in is one of the biggest reasons DESPAC filings blow their deadlines.

Brian Cavalli, Director of Sales at EdgarAgents and a 17-year veteran of the financial printing industry, joins host Chaz Churchwell to unpack the piece of the DESPAC process most sponsors overlook. Brian explains what EDGARizing a document means, why typesetting exists, how XBRL tagging fits into an S-4 or F-4 filing, and why CCC and CIK codes trip up first-time filers, plus why bringing the printer in early can cut both filing time and legal costs in half.

What We Cover:

• What a financial printer actually does in an SEC filing
• What "EDGARizing" a document means
• EDGAR-only filings versus Typeset, and why most DESPACs choose Typeset
• How XBRL tagging works and why it's finalized last
• Why S-4 and F-4 filings are the biggest documents a printer handles
• Typical turnaround time and how to speed it up
• CCC and CIK codes: the identification most companies apply for too late
• Why an experienced deal team avoids the biggest points of delay
• Why bringing in the printer early can cut filing time in half

Connect with Brian Cavalli:
 Website: https://try.edgaragents.com/
LinkedIn: https://www.linkedin.com/in/briancavalli/

Connect with Chaz Churchwell:
 LinkedIn: https://www.linkedin.com/in/chazchurchwell/

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

Follow The DESPAC Podcast: Website https://www.thedespacpodcast.com/ · LinkedIn https://www.linkedin.com/company/thedespacpodcast/ · YouTube https://www.youtube.com/@thedespacpodcast · Apple https://podcasts.apple.com/podcast/id1855942535?mt=2&ls=1 · Spotify https://open.spotify.com/show/1pA3EuEU656ZsEEx1Te4C2

A One Iron Network production: Executive Producer Joshua Wilson

The DESPAC Podcast is for informational and educational purposes only. Nothing in this content constitutes legal, investment, tax, or financial advice, nor a recommendation to pursue or avoid any transaction. Consult qualified legal, financial, and tax professionals before acting on any information discussed. 

News Theme 1 by Audionautix is licensed under a Creative Commons Attribution 4.0 license. https://creativecommons.org/licenses/by/4.0/

THE DESPAC PODCAST  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 One Iron Network LLC, 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.

One Iron Network LLC and the DESPAC Podcast disclaim all liability arising from the use of or reliance on the information presented.

One DESPAC CEO took his freshly raised public capital and vanished for a month to golf across Japan. Christine McNerney, Portfolio Manager at Periscope Capital, has seen why that ego sinks a DESPAC - and what makes an institutional investor say yes instead.

Christine McNerney is Portfolio Manager at Periscope Capital, a Toronto-based fund active in SPACs for over a decade. She joins host Chaz Churchwell on what institutional investors look for before backing a DESPAC: real capital needs vs. ego-driven listings, governance and board readiness, consistent valuations, how to vet a SPAC sponsor's track record, and why redemption pressure makes institutional backstop capital essential to a DESPAC's success.

What We Cover:
- "We don't need the capital": the line that's an instant red flag
- Ego vs. real use of proceeds: what gets a DESPAC passed over
- How Periscope Capital vets management teams before backing a deal
- Governance readiness: audited financials, IR, and board certifications
- Why shifting valuations across meetings kill investor confidence
- Pricing at the "absolute peak": why it tells shareholders to sell
- What to vet in a SPAC sponsor team beyond deal count
- Redemptions above 80% and the case for institutional backstops

Connect with Christine McNerney:
Website: https://www.periscopecap.com/
LinkedIn: https://www.linkedin.com/in/christine-mcnerney-cfa-7ab47540/

Connect with Chaz Churchwell:
LinkedIn: https://www.linkedin.com/in/chazchurchwell/

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

Follow The DESPAC Podcast:
Website https://www.thedespacpodcast.com/ · LinkedIn https://www.linkedin.com/company/thedespacpodcast/ · YouTube https://www.youtube.com/@thedespacpodcast · Apple https://podcasts.apple.com/podcast/id1855942535?mt=2&ls=1 · Spotify https://open.spotify.com/show/1pA3EuEU656ZsEEx1Te4C2

A One Iron Network production: Executive Producer Joshua Wilson

The DESPAC Podcast is for informational and educational purposes only. Nothing in this content constitutes legal, investment, tax, or financial advice, nor a recommendation to pursue or avoid any transaction. Consult qualified legal, financial, and tax professionals before acting on any information discussed. 

News Theme 1 by Audionautix is licensed under a Creative Commons Attribution 4.0 license. https://creativecommons.org/licenses/by/4.0/

THE DESPAC PODCAST  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 One Iron Network LLC, 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.

One Iron Network LLC and the DESPAC Podcast disclaim all liability arising from the use of or reliance on the information presented.

Six months before a DESPAC closes, retail investors have already decided if they trust the deal — and Mo Abdi says that excitement is measurable, and it tracks against redemption rates.

EPISODE SUMMARY
Mo Abdi, Chief Executive Officer of RetailVolts and creator of the GateWatch AI sentiment platform, joins host Chaz Churchwell on The DESPAC Podcast. A physician by training turned founder, Mo built RetailVolts out of a decade moderating 120+ subreddits into a retail investor activation agency working across Reddit, X, StockTwits, and Discord. He breaks down the early signals telling a SPAC sponsor or DESPAC target whether retail trusts the transaction, how coordinated bot networks manufacture sentiment, and why legacy PR is failing the retail channel.

What We Cover
- The measurable excitement signal three to six months pre-close
- Why sentiment tracks against DESPAC redemption rates
- Three layers of retail analysis: buzz, product, deal structure
- How GateWatch AI scores posts against EDGAR and newswire data
- Why SPACs demand more retail education than IPOs
- How bot networks spin up accounts to move a narrative
- Spotting coordinated posts by timestamp and IP clustering
- What RetailVolts client onboarding actually includes
- Why retail now drives a reported 36% of equity flow
- From oncology and physics to a market intelligence platform

Connect with Mo Abdi
RetailVolts: https://www.retailvolts.com/
GateWatch AI: https://www.gatewatch.ai/

Connect with Chaz Churchwell
LinkedIn: https://www.linkedin.com/in/chazchurchwell/

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

Follow The DESPAC Podcast
Website https://www.thedespacpodcast.com/ · LinkedIn https://www.linkedin.com/company/thedespacpodcast/ · YouTube https://www.youtube.com/@thedespacpodcast · Apple https://podcasts.apple.com/podcast/id1855942535?mt=2&ls=1 · Spotify https://open.spotify.com/show/1pA3EuEU656ZsEEx1Te4C2

The DESPAC Podcast is for informational and educational purposes only. Nothing in this content constitutes legal, investment, tax, or financial advice, nor a recommendation to pursue or avoid any transaction. Consult qualified legal, financial, and tax professionals before acting on any information discussed. 

News Theme 1 by Audionautix is licensed under a Creative Commons Attribution 4.0 license. https://creativecommons.org/licenses/by/4.0/

THE DESPAC PODCAST  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 One Iron Network LLC, 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.

One Iron Network LLC and the DESPAC Podcast disclaim all liability arising from the use of or reliance on the information presented.

There are four ways to take a company public. Brandon Sun says 95% of companies realistically have access to one.

Brandon Sun, Managing Director and Head of SPAC Investment Banking at Cohen & Company, has closed more than 130 DESPAC and M&A transactions representing over $210 billion in enterprise value, plus 120+ IPOs raising over $45 billion. He walks host Chaz Churchwell through the decision facing private companies today: an IPO backlog roughly 1,000 companies deep, bulge-bracket banks acting as gatekeepers, and a market where sponsor quality separates deals that work from ones that don't. Brandon also explains why the regret he hears most isn't from companies that went public — it's from the ones that waited.

What We Cover:
- The four paths to public markets, and why most companies have one
- Why the IPO backlog leaves companies waiting quarters or years
- How investment banks function as gatekeepers to the traditional IPO
- Public-private arbitrage and why it drives sector selection
- Where capital is going: quantum, nuclear, rare earths, defense, space
- Why valuation is a point-in-time consideration, not a finish line
- Sponsor quality and the halo effect in biotech DESPACs
- What separates companies that follow through from ones that back out
- Cross-border listings: why Asia and Europe turn to SPACs
- The regret that actually shows up: missing the window

Connect with Brandon Sun:
https://www.cohencm.com/brandon-sun
https://www.linkedin.com/in/brandonsun/

Connect with Chaz Churchwell:
https://www.linkedin.com/in/chazchurchwell/

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

Follow The DESPAC Podcast:
https://www.thedespacpodcast.com/
https://www.linkedin.com/company/thedespacpodcast/
https://www.youtube.com/@thedespacpodcast
Apple https://podcasts.apple.com/podcast/id1855942535?mt=2&ls=1
Spotify https://open.spotify.com/show/1pA3EuEU656ZsEEx1Te4C2

The DESPAC Podcast is for informational and educational purposes only. Nothing in this content constitutes legal, investment, tax, or financial advice, nor a recommendation to pursue or avoid any transaction. Consult qualified legal, financial, and tax professionals before acting on any information discussed. 

News Theme 1 by Audionautix is licensed under a Creative Commons Attribution 4.0 license. https://creativecommons.org/licenses/by/4.0/

THE DESPAC PODCAST  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 One Iron Network LLC, 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.

One Iron Network LLC and the DESPAC Podcast disclaim all liability arising from the use of or reliance on the information presented.

Most founders ask what a SPAC is worth before they ask whether they need it at all. Michael Strauss of Boardroom Alpha flips that: the first question is whether you need the capital now, or can afford to optimize price and stay private longer.

Michael Strauss, Director at Boardroom Alpha, joins host Chaz Churchwell for a data-driven look at the SPAC and DESPAC decision. Boardroom Alpha rates public-company CEOs, CFOs, and board directors, and tracks the sponsor teams behind SPAC vehicles. Michael unpacks why capital-intensive businesses face a different calculus than software, how near-total redemptions and PIPE backstops reshape real proceeds, what separates durable post-DESPAC companies, and the readiness a company needs before going public.

What We Cover:

• The first question: do you actually need the capital now?
• Why hard-tech names outlasted software in the SPAC era
• How Boardroom Alpha grades directors, officers, and sponsors
• Public-company readiness: audit committees, PCAOB, close
• Redemptions, sponsor promote, warrants, and real dilution
• How PIPEs backstop near-total redemptions
• Vetting sponsor track records before signing an LOI
• Life after the DESPAC: governance, IR, and strategy
• SPAC vs. IPO vs. staying private longer
• What founders should watch over the next 12 to 24 months

Connect with Michael Strauss:
 Website https://www.boardroomalpha.com/
LinkedIn https://www.linkedin.com/in/michael-strauss-00a961aa/

Connect with Chaz Churchwell:
 LinkedIn https://www.linkedin.com/in/chazchurchwell/

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

Follow The DESPAC Podcast:
 Website https://www.thedespacpodcast.com/ · LinkedIn https://www.linkedin.com/company/thedespacpodcast/ · YouTube https://www.youtube.com/@thedespacpodcast · Apple https://podcasts.apple.com/podcast/id1855942535?mt=2&ls=1 · Spotify https://open.spotify.com/show/1pA3EuEU656ZsEEx1Te4C2

The DESPAC Podcast is for informational and educational purposes only. Nothing in this content constitutes legal, investment, tax, or financial advice, nor a recommendation to pursue or avoid any transaction. Consult qualified legal, financial, and tax professionals before acting on any information discussed. 

News Theme 1 by Audionautix is licensed under a Creative Commons Attribution 4.0 license. https://creativecommons.org/licenses/by/4.0/

THE DESPAC PODCAST  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 One Iron Network LLC, 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.

One Iron Network LLC and the DESPAC Podcast disclaim all liability arising from the use of or reliance on the information presented.

Most private companies treat a DESPAC as the finish line. Jeffrey Duncan and Jonathan Grubbs of Aprio explain why day one as a public company is where the real work begins — and why targets that wait until the BCA is signed are already behind.

In this episode, host Chaz Churchwell sits down with Jeffrey Duncan, Partner and leader of Technical Accounting Consulting Services at Aprio, and Jonathan Grubbs, Director and Complex Financial Instrument Leader in Aprio's Valuation & Investigation Services practice. Together they walk through what it actually takes to prepare a private company for a DESPAC transaction: PCAOB audit readiness, document gathering, internal controls, valuation strategy across competing stakeholders, the role of PIPE capital, and the ongoing SEC reporting obligations that start the moment a deal closes. A practical, practitioner-level roadmap for founders, CFOs, and boards weighing the public-company path.

What We Cover:

• Why "start early" means 12 to 18 months ahead of the BCA close
• The three keys to a successful DESPAC transaction
• Preparing for a PCAOB audit when you've never been audited
• Gap assessments, internal controls, and getting off spreadsheets
• Negotiating legacy debt and equity before it derails a deal
• Why valuation is the common language of every DESPAC stakeholder
• How PIPE capital validates a deal and funds the balance sheet
• Treating valuation as an ongoing compliance function, not a one-time event
• Life as a public-company CFO after the transaction closes
• The quarterly vs. semi-annual reporting debate

Connect with Jonathan Grubbs and Jeffrey Duncan:
 Website: aprio.com
 Jonathan Grubbs LinkedIn: linkedin.com/in/jonathan-grubbs-761a94161
 Jeffrey Duncan LinkedIn: linkedin.com/in/jeffduncancpa

Connect with Chaz Churchwell:
 LinkedIn: linkedin.com/in/chazchurchwell

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

Follow The DESPAC Podcast:
 Website thedespacpodcast.com · LinkedIn linkedin.com/company/thedespacpodcast · YouTube youtube.com/@thedespacpodcast

The DESPAC Podcast is for informational and educational purposes only. Nothing in this content constitutes legal, investment, tax, or financial advice, nor a recommendation to pursue or avoid any transaction. Consult qualified legal, financial, and tax professionals before acting on any information discussed. 

News Theme 1 by Audionautix is licensed under a Creative Commons Attribution 4.0 license. https://creativecommons.org/licenses/by/4.0/

THE DESPAC PODCAST  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 One Iron Network LLC, 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.

One Iron Network LLC and the DESPAC Podcast disclaim all liability arising from the use of or reliance on the information presented.

What actually disqualifies a private company from a SPAC deal? Patrick Sturgeon says the answer is often the same thing that would sink a traditional IPO — size. A single-asset biotech at Phase 1B with a sub-$100M valuation "just should not be a public company," and the exchanges are taking a harder look at microcaps trying to list.

In this episode, Chaz Churchwell sits down with Dimitre Genov, Managing Director, and Patrick Sturgeon, Managing Partner at Brookline Capital Markets, for a practitioner's breakdown of what separates a strong SPAC target from a costly mistake. They unpack why SPACs win where IPOs can't — complex corporate transactions, international uplistings, and hard tech that needs a longer investor-education runway — plus the rights-versus-warrants trade-off, overhang, transaction deadlines, and why public-company readiness (PCAOB audits, board, service providers) determines whether a deal closes or dies on the calendar.

What We Cover:
 🎯 The size and stage thresholds that disqualify a target
 🧬 Why single-asset early-stage biotech struggles — and where GLP-1s change the math
 🌍 SPACs for spinoffs, post-reorg equity, and international uplistings
 ⚡ Hard tech and the investor-education runway IPOs can't offer
 📊 Rights vs. warrants: dilution, liquidity, and overhang explained
 ⏱️ Transaction deadlines and the cost of blowing a timeline
 ✅ Public-company readiness before you ever talk to a SPAC
 💡 What the best sponsors bring beyond capital, post-close

Connect with Dimitre Genov:
 LinkedIn linkedin.com/in/dimitre-genov-6136182
SPAC & Forth newsletter linkedin.com/newsletters/spac-forth-7395846241579847680

Connect with Patrick Sturgeon:
 Website brooklinecapmkts.com
 LinkedIn linkedin.com/in/patrickasturgeon

Connect with Chaz Churchwell:
 LinkedIn linkedin.com/in/chazchurchwell

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

The DESPAC Podcast is for informational and educational purposes only. Nothing in this content constitutes legal, investment, tax, or financial advice, nor a recommendation to pursue or avoid any transaction. Consult qualified legal, financial, and tax professionals before acting on any information discussed. 

News Theme 1 by Audionautix is licensed under a Creative Commons Attribution 4.0 license. https://creativecommons.org/licenses/by/4.0/

THE DESPAC PODCAST  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 One Iron Network LLC, 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.

One Iron Network LLC and the DESPAC Podcast disclaim all liability arising from the use of or reliance on the information presented.

Most DESPAC votes don't fail at the ballot box. They fail months earlier, in silence — when no one is communicating with the shareholder base and the redemptions are already climbing. By the time the panicked calls go out to redeeming holders, it's already far too late to change the outcome.

In this episode of The DESPAC Podcast, host Chaz Churchwell sits down with Desiree Carlo, Senior Vice President of Client Services at Laurel Hill Advisory Group, for a practitioner's breakdown of the proxy machinery behind every SPAC and DESPAC vote. Drawing on 16 years that began on the transfer agent side, Desiree walks through shareholder identification, the broker search, NOBO lists and DTC omnibus reports, ISS recommendations, and the redemption dynamics that can quietly deplete a trust account. It's a clear-eyed look at why deals stall at the finish line — and the specific habits that separate disciplined teams from the ones scrambling at the deadline.

What We Cover:

• Why high, early redemptions are the first warning sign a vote is in trouble
• The proxy timeline: preliminary vs. definitive proxy statements and SEC review
• Shareholder identification, NOBO lists, and tracking activist positions
• How ISS recommendations move institutional votes across the board
• Why a credible PIPE is now central to getting a DESPAC done
• Round-lot holders, rights vs. warrants, and meeting exchange listing requirements
• Red flags boards ignore — and how they become litigation roadmaps
• Why the best teams "pretend to be public" for 6–12 months pre-close
• Communication gaps between the SPAC and the target company that derail deals

Connect with Desiree Carlo:
 Website laurelhill.com/desiree-carlo
 LinkedIn linkedin.com/in/desiree-carlo-08016711b

Connect with Chaz Churchwell:
 LinkedIn linkedin.com/in/chazchurchwell

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

Follow The DESPAC Podcast:
 Website thedespacpodcast.com
 LinkedIn linkedin.com/company/thedespacpodcast
 YouTube youtube.com/@thedespacpodcast

The DESPAC Podcast is for informational and educational purposes only. Nothing in this content constitutes legal, investment, tax, or financial advice, nor a recommendation to pursue or avoid any transaction. Consult qualified legal, financial, and tax professionals before acting on any information discussed. 

News Theme 1 by Audionautix is licensed under a Creative Commons Attribution 4.0 license. https://creativecommons.org/licenses/by/4.0/

THE DESPAC PODCAST  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 One Iron Network LLC, 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.

One Iron Network LLC and the DESPAC Podcast disclaim all liability arising from the use of or reliance on the information presented.

What no one tells founders before a DESPAC: the deal itself is the easy part. Roshan Pujari took Stardust Power from a 2023 startup to a shovel-ready national lithium project in roughly three years — and he is refreshingly candid about the volatility, the hidden costs, and the discipline it took to survive year one as a newly public company.

EPISODE SUMMARY Roshan Pujari, Founder, Chairman, and CEO of Stardust Power Inc. (NASDAQ: SDST) and Founder of VIKASA Capital, joins host Chaz Churchwell for a practitioner-level breakdown of what really happens after the bell rings. Roshan walks through sponsor alignment, deferred fees and transaction costs, the S-1 "danger zone," Rule 144 and shelf eligibility, redemption risk, and the balancing act between retail and institutional shareholders. A clear-eyed conversation for any private company weighing a DESPAC, plus the macro case for U.S. lithium refining and onshoring critical-mineral processing for the EV and energy-storage economy. Essential listening for founders, CFOs, and capital-markets counsel.

What We Cover

• Why preparing for public-company life matters more than the transaction itself
• Sponsor alignment and who really controls the DESPAC process
• Managing deferred fees, dual legal bills, and the D&O tail policy
• The S-1 "danger zone" and warrant-redemption exposure
• Why capitalization, not share price, should drive your first year
• Navigating Rule 144, S-3 eligibility, and ELOC structures
• Managing redemption risk and tapping trust-account capital
• Balancing retail, day-trader, and institutional shareholders
• Leveraging volatility and price spikes to raise capital
• The U.S. lithium bottleneck and Stardust Power's Oklahoma refinery

Connect with Roshan Pujari Website stardust-power.com LinkedIn linkedin.com/company/stardust-power YouTube youtube.com/@Stardust-Power

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

Connect with Chaz Churchwell
LinkedIn linkedin.com/in/chazchurchwell

Follow The DESPAC Podcast Website thedespacpodcast.com LinkedIn linkedin.com/company/thedespacpodcast YouTube youtube.com/@thedespacpodcast

The DESPAC Podcast is for informational and educational purposes only. Nothing in this content constitutes legal, investment, tax, or financial advice, nor a recommendation to pursue or avoid any transaction. Consult qualified legal, financial, and tax professionals before acting on any information discussed. 

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THE DESPAC PODCAST  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 One Iron Network LLC, 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.

One Iron Network LLC and the DESPAC Podcast disclaim all liability arising from the use of or reliance on the information presented.