Regulatory tightening on SPAC structures including enhanced disclosure requirements, liability provisions, and accounting treatment changes that have reduced SPAC formation and completion rates since 2021-2022 peak
Secular decline in SPAC investor appetite following poor post-combination performance track record across 2021-2023 vintage cohorts, with median de-SPAC returns significantly negative
Deadline risk for completing business combination (typically 18-24 months from IPO) forcing liquidation and return of trust assets at NAV if no deal closes
Intense competition from 200+ active SPACs and traditional IPO/direct listing alternatives for quality target companies, compressing sponsor economics and forcing aggressive valuations
Target companies increasingly negotiating unfavorable terms for SPAC sponsors including reduced promotes, earnouts, and higher minimum cash conditions given oversupply of blank-check vehicles
Negative $100M operating cash flow against zero revenue indicates rapid capital consumption with uncertain timeline to monetization event
High redemption risk where public shareholders withdraw capital before combination closes, potentially leaving insufficient funds to complete transaction
Dilution risk from founder shares, PIPE financing, and earnout structures that can significantly reduce public shareholder economics post-combination
StructuralCompetitiveBalance Sheet