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. 

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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.