Preparing for a DESPAC: Audit Readiness, Valuation & Public-Company Reporting with Jonathan Grubbs and Jeffrey Duncan

Preparing for a DESPAC: Audit Readiness, Valuation & Public-Company Reporting with Jonathan Grubbs and Jeffrey Duncan

Most private companies treat a DESPAC as the finish line. Jeffrey Duncan and Jonathan Grubbs of Aprio explain why day one as a public company is where the real work begins — and why targets that wait until the BCA is signed are already behind. In this episode, host Chaz Churchwell sits down with Jeffrey Duncan, Partner and leader of Technical Accounting Consulting Services at Aprio, and Jonathan Grubbs, Director and Complex Financial Instrument Leader in Aprio's Valuation & Investigation Services practice. Together they walk through what it actually takes to prepare a private company for a DESPAC transaction: PCAOB audit readiness, document gathering, internal controls, valuation strategy across competing stakeholders, the role of PIPE capital, and the ongoing SEC reporting obligations that start the moment a deal closes. A practical, practitioner-level roadmap for founders, CFOs, and boards weighing the public-company path. What We Cover: * Why "start early" means 12 to 18 months ahead of the BCA close * The three keys to a successful DESPAC transaction * Preparing for a PCAOB audit when you've never been audited * Gap assessments, internal controls, and getting off spreadsheets * Negotiating legacy debt and equity before it derails a deal * Why valuation is the common language of every DESPAC stakeholder * How PIPE capital validates a deal and funds the balance sheet * Treating valuation as an ongoing compliance function, not a one-time event * Life as a public-company CFO after the transaction closes * The quarterly vs. semi-annual reporting debate Connect with Jonathan Grubbs and Jeffrey Duncan:  Website: aprio.com  Jonathan Grubbs LinkedIn: linkedin.com/in/jonathan-grubbs-761a94161  Jeffrey Duncan LinkedIn: linkedin.com/in/jeffduncancpa 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. 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  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.

What Makes a Good SPAC Target (and What Disqualifies One)

What actually disqualifies a private company from a SPAC deal? Patrick Sturgeon says the answer is often the same thing that would sink a traditional IPO — size. A single-asset biotech at Phase 1B with a sub-$100M valuation "just should not be a public company," and the exchanges are taking a harder look at microcaps trying to list. In this episode, Chaz Churchwell sits down with Dimitre Genov, Managing Director, and Patrick Sturgeon, Managing Partner at Brookline Capital Markets, for a practitioner's breakdown of what separates a strong SPAC target from a costly mistake. They unpack why SPACs win where IPOs can't — complex corporate transactions, international uplistings, and hard tech that needs a longer investor-education runway — plus the rights-versus-warrants trade-off, overhang, transaction deadlines, and why public-company readiness (PCAOB audits, board, service providers) determines whether a deal closes or dies on the calendar. What We Cover:  🎯 The size and stage thresholds that disqualify a target  🧬 Why single-asset early-stage biotech struggles — and where GLP-1s change the math  🌍 SPACs for spinoffs, post-reorg equity, and international uplistings  ⚡ Hard tech and the investor-education runway IPOs can't offer  📊 Rights vs. warrants: dilution, liquidity, and overhang explained  ⏱️ Transaction deadlines and the cost of blowing a timeline  ✅ Public-company readiness before you ever talk to a SPAC  💡 What the best sponsors bring beyond capital, post-close Connect with Dimitre Genov:  LinkedIn linkedin.com/in/dimitre-genov-6136182 [https://www.linkedin.com/in/dimitre-genov-6136182/] SPAC & Forth newsletter linkedin.com/newsletters/spac-forth-7395846241579847680 Connect with Patrick Sturgeon:  Website brooklinecapmkts.com  LinkedIn linkedin.com/in/patrickasturgeon [https://www.linkedin.com/in/patrickasturgeon/] Connect with Chaz Churchwell:  LinkedIn linkedin.com/in/chazchurchwell [https://www.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/] 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  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.

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  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.

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  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.

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  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.