Regulatory scrutiny of SPAC structures has intensified since 2021, with SEC implementing stricter disclosure requirements, accounting treatment for warrants, and liability standards that have reduced sponsor economics and increased transaction costs
Structural decline in SPAC attractiveness as 2021-2023 cohort performance has been poor, with median de-SPAC stocks down 60-80% from transaction prices, creating investor skepticism and redemption pressure
Delisting risk if unable to complete business combination within required timeframes or maintain minimum bid price and market cap requirements for continued exchange listing
Oversupply of shell companies and SPACs relative to quality acquisition targets, with 200+ SPACs still seeking combinations as of early 2026, creating intense competition for deals and inflated target valuations
Competition from traditional IPO markets, direct listings, and private capital sources that may offer better terms to high-quality private companies than reverse merger structures
Cash burn for maintaining public company status without revenue generation, typically requiring periodic capital raises or sponsor funding
Trust account redemption risk if operating as SPAC, where high redemption rates can leave insufficient capital to complete transactions
Warrant liability volatility and potential dilution to common shareholders upon business combination completion
Going concern risk if unable to secure additional financing or complete transaction within statutory timeframes
StructuralCompetitiveBalance Sheet