How Fairness Opinions Actually Work in a DESPAC Transaction — Michael Moscarelli

Why DESPAC Votes Fail: A Proxy Solicitor's Playbook with Desiree Carlo

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/ [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 STANDARD LEGAL 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 Smooth Stone Capital, 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. Smooth Stone Capital and the DESPAC Podcast disclaim all liability arising from the use of or reliance on the information presented.

What Founders Aren't Told Before a DESPAC with Roshan Pujari CEO Stardust Power

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.  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 STANDARD LEGAL 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 Smooth Stone Capital, 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. Smooth Stone Capital and the DESPAC Podcast disclaim all liability arising from the use of or reliance on the information presented.

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 boom * Regulatory changes under the current SEC and why SPACs were carved out of S-3 benefits * Reading deal structure beyond the headline promote and unit terms * Warrant overhang, dilution, and how targets renegotiate the promote pre-close * Why a validating institutional PIPE de-risks the close * The two real reasons DESPAC deals fail: undercapitalization and overvaluation * Why public-company readiness catches up with you even when it is not the first thing to break * How to choose SPAC-specialist counsel and why your 15-year general attorney is the wrong call Connect with Douglas Ellenoff: Ellenoff Grossman & Schole: https://www.egsllp.com [https://www.egsllp.com] LinkedIn: https://www.linkedin.com/in/douglas-ellenoff-588b682/ [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/ [https://www.churchwellagency.com/] Follow The DESPAC Podcast: https://www.thedespacpodcast.com/ [https://www.thedespacpodcast.com/] https://www.linkedin.com/in/chazchurchwell/ [https://www.linkedin.com/in/chazchurchwell/] https://www.youtube.com/@thedespacpodcast [https://www.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 STANDARD LEGAL 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 Smooth Stone Capital, 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. Smooth Stone Capital and the DESPAC Podcast disclaim all liability arising from the use of or reliance on the information presented.

What Misclassified Warrants and Earnouts Really Cost a DESPAC — Sam Salty & Mark Stoller

Misclassify warrants or earnouts and you can blow up your DESPAC valuation, delay closing by months, and stack millions in advisory, audit, and legal fees on a deal that was supposed to be ready. Sam Salty (Managing Partner, GuzmanGray) and Mark Stoller (CMO, GuzmanGray) join Chaz Churchwell on The DESPAC Podcast to break down what real PCAOB readiness looks like, why AICPA-grade audit evidence rarely survives PCAOB scrutiny, and how the post-inspection shakeup created a vacuum that disciplined audit firms are now stepping into. They unpack the technical traps that wreck DESPAC timelines, the fee-structure tricks private companies miss, and why early auditor involvement is the biggest predictor of a clean close. What We Cover: - Why misclassified warrants and earnouts trigger restatements, SEC scrutiny, and PIPE-confidence damage - When private companies must shift from AICPA to PCAOB standards before going public - The independence rule that forces some companies to fire their existing auditor on day one - ASC 606 revenue recognition gaps that quietly distort financials before a deal - Why fair-value valuations require a separate independent expert from the SPAC valuation - Internal controls, carve-outs, and proformas that look fine until PCAOB inspects them - The pre-audit advisory step almost every private company underestimates - Flat-fee vs. range pricing, and the back-end fees that surprise newly public CFOs - The audit firm shutdown that forced public companies into expensive re-audits - How GuzmanGray bakes quality control in to prevent fire drills Connect with Sam Salty: LinkedIn: https://www.linkedin.com/in/sam-salty-0a36741/ Website: https://guzmangray.com/ Connect with Mark Stoller: LinkedIn: https://www.linkedin.com/in/mark-stoller-secaudit312/ Website: https://guzmangray.com/ 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/@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 STANDARD LEGAL 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 Smooth Stone Capital, 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. Smooth Stone Capital and the DESPAC Podcast disclaim all liability arising from the use of or reliance on the information presented.

The 3 Non-Negotiables Every DESPAC Target Must Show Today with Alex Weniger-Araujo & Shahrooz Shahnavaz

"You can't be a SPAC and a DESPAC at the same time." That's the line from McGuireWoods partner Alex Weniger-Araujo that captures everything wrong with how most private companies approach going public. In this episode, Chaz sits down with Alex Weniger-Araujo (Capital Markets & Securities Partner) and Shahrooz Shahnavaz (Tax Partner & Co-Leader) of McGuireWoods — two attorneys with over 100 SPAC and DESPAC transactions between them. They unpack the SPAC 4.0 era: the institutional discipline, regulatory reset, and three non-negotiables every target must show today. A practitioner-grade conversation for SPAC sponsors, target CEOs and CFOs, securities counsel, and institutional investors. What We Cover: - The 3 non-negotiable traits every DESPAC target must show in 2026 - Why audit readiness and PCAOB-qualified financials cannot be an afterthought - The "why public" thesis that separates serious targets from liquidity-event founders - Tax structuring: why "tax-free" is a myth and how deferral actually works - Cross-border deal complexity and US/foreign tax treaty implications - Co-registrants on the S-4 and F-4 — what target executives are signing up for - Fairness opinions, exchange listing requirements, and legal pre-work that prevents delays - Earnouts, forward purchase agreements, and backstops to manage redemptions - Hot sectors right now: AI infrastructure, data centers, energy, space, and health tech - Why the third or fourth earnings call matters more than DESPAC closing Connect with Alex Weniger-Araujo: McGuireWoods: https://www.mcguirewoods.com/people/w/g-alex-weniger-araujo/ LinkedIn: https://www.linkedin.com/in/galexaraujo/ Connect with Shahrooz Shahnavaz: McGuireWoods: https://www.mcguirewoods.com/people/s/shahrooz-r-shahnavaz/ LinkedIn: https://www.linkedin.com/in/shahroozshahnavaz/ 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/@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 STANDARD LEGAL 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 Smooth Stone Capital, 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. Smooth Stone Capital and the DESPAC Podcast disclaim all liability arising from the use of or reliance on the information presented.