What Actually Kills DESPAC Deals, With 25-Year SPAC Attorney Doug Ellenoff

Why do so many DESPAC deals look great on day one and collapse months later? In this episode of The DESPAC Podcast, host Chaz Churchwell sits down with Douglas Ellenoff of Ellenoff Grossman & Schole, one of the most prolific securities attorneys in the SPAC ecosystem with 25 years and over 1,000 SPAC IPOs behind him.Doug pulls back the curtain on what actually separates DESPAC deals that thrive from the ones that crater. The conversation moves from regulatory tailwinds under the current SEC to the unit economics targets miss when comparing offers, the warrant overhang and promote math hiding under the hood, and why a validating PIPE is so often the difference between a deal that holds and a deal that breaks.If you are a CFO, GC, board member, or founder weighing a SPAC, this is a practitioner-level look at the decisions that determine whether your company survives its first year public.What We Cover:Why the next SPAC wave may be stronger than the 2021 boomRegulatory changes under the current SEC and why SPACs were carved out of S-3 benefitsReading deal structure beyond the headline promote and unit termsWarrant overhang, dilution, and how targets renegotiate the promote pre-closeWhy a validating institutional PIPE de-risks the closeThe two real reasons DESPAC deals fail: undercapitalization and overvaluationWhy public-company readiness catches up with you even when it is not the first thing to breakHow to choose SPAC-specialist counsel and why your 15-year general attorney is the wrong callConnect with Douglas Ellenoff: Ellenoff Grossman & Schole: https://www.egsllp.com LinkedIn: https://www.linkedin.com/in/douglas-ellenoff-588b682/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/in/chazchurchwell/ https://www.youtube.com/@thedespacpodcastThe 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  DISCLAIMERThe 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.