The DESPAC Podcast

Podcast de Chaz Churchwell

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The DESPAC Podcast gives private company leaders the guidance, structure, and truth they need to approach SPAC and DESPAC transactions with confidence. Hosted by Chaz Churchwell, the owner of Churchwell Insurance Agency. The show focuses on the real work required to become a disciplined public company. Each episode cuts through confusion and delivers practical insight from operators, CFOs, auditors, attorneys, bankers, SPAC sponsors, PIPE investors, and advisors who understand the process end to end. Chaz started this show out of frustration. He has seen too many companies rush into the public markets without the systems, controls, and governance needed to survive. His commitment is simple. Help leaders avoid preventable mistakes and build the internal discipline required to thrive after the deal closes. As he says, he is tired of seeing companies go public only to be crushed in the courts because they were not prepared. The vision of the show is to be the leading catalyst for disciplined private companies exploring DESPAC deals built for long-term public success. The mission is to arm leadership teams with the knowledge and resources needed to navigate SPAC transactions wisely and win on the public stage. Each conversation gives you a clear view of what public readiness demands. You learn how to evaluate if your company is a real fit for a SPAC, how to prepare financial controls that withstand scrutiny, and how to build a governance structure that protects your company. You hear how auditors assess your internal processes. You understand what regulators expect. You learn how PIPE investors make decisions. You get direct guidance on investor communication, forecasting discipline, board readiness, and the standards that define public-company performance. The show serves founders, CEOs, CFOs, COOs, controllers, general counsels, private equity partners, and advisors who want to understand the process without spin. Whether you are preparing a portfolio company for a public exit or exploring a SPAC for the first time, this podcast gives you the insight needed to lead wisely. What makes The DESPAC Podcast different is its focus on preparation over hype. You hear the truth from experts who have lived through successful transitions and from those who have witnessed failures up close. You learn what to do, why it matters, and how to protect your company from the operational, financial, and legal risks that catch most teams off guard. If you are considering a SPAC or DESPAC path, this podcast helps you build a clear public-readiness roadmap. If you are already in the process, it helps you strengthen your systems and avoid missteps. And if you have already gone public, it gives you the tools to stabilize, communicate, and operate with more discipline. The DESPAC Podcast is built for leaders who want clarity, accountability, and a serious understanding of what it takes to succeed as a public company. It is a resource you can trust as you prepare for one of the most demanding transitions in business. Chaz Churchwell built this platform to help you win.

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28 episodios

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 [https://www.thedespacpodcast.com/] is proud to spotlight The SPAC Conference, happening June 9–10 at Westchester Country Club in New York. Host Chaz Churchwell will be speaking alongside leading voices across the SPAC and DESPAC ecosystem. If you’re considering going public through a SPAC, this is a must-attend event. Learn more at https://spacconference.com/ [https://spacconference.com/] 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.

20 de may de 2026 - 54 min

From Fraud Investigations to DESPAC Due Diligence — James Tunkey

A Certified Fraud Examiner who ran undercover investigations for Kroll is now one of the most valuable assets a private company can have heading into a de-SPAC. James Tunkey has worked 50+ de-SPAC transactions — and he says most private companies have no idea what's coming at them in executive due diligence, or how to use it strategically. James Tunkey, CFE and Managing Director of I on Asia, brings three decades of fraud investigation and background check expertise to the de-SPAC world. He breaks down what executive due diligence really involves, why undisclosed litigation is the weapon short sellers wait for, how one bad director can blow up a deal at the two-yard line, and why completing due diligence early directly lowers your cost of capital. Whether you're a private company preparing to go public, a SPAC sponsor evaluating a target, or a securities attorney managing diligence, this is a practitioner-level view of what rigorous due diligence looks like — and what happens when it's skipped, rushed, or bought on the cheap. 🎯 What We Cover: * Core pillars of executive due diligence in a de-SPAC transaction * International vs. domestic: GDPR, local privacy law, and public records availability * How one undisclosed director can collapse a deal at the two-yard line * The six-month expiry window: what to refresh vs. what's already locked in * Why early due diligence signals public-readiness to SPAC sponsors * How fraud investigation experience drives pattern-based, red-flag-first screening * How short seller campaigns exploit pre-merger disclosure gaps * Where due diligence vendors oversell and where going cheap creates exposure * Crime insurance as an overlooked financial protection layer post-de-SPAC 🤝 Connect with James Tunkey: Website: https://www.ionasia.com/ [https://www.ionasia.com/] LinkedIn: https://www.linkedin.com/in/jamestunkey/ [https://www.linkedin.com/in/jamestunkey/] 🛡️ Protect Your Transaction: Churchwell Insurance Agency specializes in D&O, E&O, representations and warranties, and public company liability for SPAC sponsors, de-SPAC 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 [https://www.thedespacpodcast.com/] is proud to spotlight The SPAC Conference, happening June 9–10 at Westchester Country Club in New York. Host Chaz Churchwell will be speaking alongside leading voices across the SPAC and DESPAC ecosystem. If you’re considering going public through a SPAC, this is a must-attend event. Learn more at https://spacconference.com/ [https://spacconference.com/] 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.

12 de may de 2026 - 40 min

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

Valuation disputes are the #1 source of litigation, infighting, and blown DESPAC deals. Michael Moscarelli of Houlihan Capital has personally delivered up to 15 DESPAC fairness opinions and breaks down exactly how the process works, what targets consistently get wrong, and why the financial projections you share today could become your single biggest post-close liability. Michael Moscarelli is a Vice President in Houlihan Capital's Valuation and Financial Advisory practice and leads the firm's SPAC fairness opinion practice. With 27 opinions completed firm-wide across biotech, SaaS, cryptoassets, telecom, and CPG, he covers fair pricing vs. fair process, per-share fairness analysis, dilution mechanics, projection disclosure risk, and what target management teams must do to prepare before the opinion process kicks off. What We Cover: * What a fairness opinion delivers and why SPAC boards require third-party validation * Fair pricing vs. fair process: the two components every target needs to understand * Why DESPAC fairness opinions are conducted on a per-share basis, not just enterprise value * How sponsor shares, warrants, rights, and PIPE terms erode target shareholder value * Why your last private round valuation is irrelevant to a public market * Projection disclosure risk and why numbers shared with the opinion team enter public filings * Red flags in fairness opinion fee structures, including contingent compensation arrangements * How to build credible, defensible financial forecasts before the BCA is announced * What slows the process: unresponsive targets, shifting deal terms, and unaudited financials * The litigation defense role a rigorous fairness opinion plays in a DESPAC transaction Connect with Michael Moscarelli: LinkedIn: https://www.linkedin.com/in/michaelmoscarelli [https://www.linkedin.com/in/michaelmoscarelli] Protect Your Transaction: Churchwell Insurance Agency specializes in D&O, E&O, representations and warranties, and public company liability for SPAC sponsors, de-SPAC 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 [https://www.thedespacpodcast.com/] is proud to spotlight The SPAC Conference, happening June 9–10 at Westchester Country Club in New York. Host Chaz Churchwell will be speaking alongside leading voices across the SPAC and DESPAC ecosystem. If you’re considering going public through a SPAC, this is a must-attend event. Learn more at https://spacconference.com/ [https://spacconference.com/] 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.

14 de abr de 2026 - 1 h 0 min

The SPAC Market Reset: Why the Next Wave May Be Stronger

This episode provides a quick market update on the SPAC ecosystem and discusses how legal trends and governance practices are shaping the next cycle of deals. Chaz Churchwell explains why securities litigation has dropped dramatically since the peak SPAC boom and outlines steps SPAC sponsors and targets can take to protect themselves moving forward. The episode also explores why governance, valuation discipline, and strong advisory teams are becoming critical components of successful DESPAC transactions. The DESPAC Podcast [https://www.thedespacpodcast.com/] is proud to spotlight The SPAC Conference, happening June 9–10 at Westchester Country Club in New York. Host Chaz Churchwell will be speaking alongside leading voices across the SPAC and DESPAC ecosystem. If you’re considering going public through a SPAC, this is a must-attend event. Learn more at https://spacconference.com/ [https://spacconference.com/] 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.

16 de mar de 2026 - 7 min

Inside the DESPAC Process: What Investment Bankers Actually Do

Investment bankers play a critical role in the SPAC and DESPAC process, yet their work often happens behind the scenes. In this interview, host Chaz Churchwell [https://www.linkedin.com/in/chazchurchwell/] sits down with Jesse Busch [https://www.linkedin.com/in/jessebusch/] of iBankers to unpack the mechanics of taking a company public through a SPAC merger. Jesse shares insights from two decades of SPAC market experience, explaining how boutique investment banks help guide private companies through deal structuring, capital raising, exchange approvals, and ultimately the transition to becoming a publicly traded company. The conversation covers the evolution of the SPAC market since the boom years of 2020–2021, what healthy deals look like today, how investment bankers help companies navigate redemptions and capital raises, and why investor relations and transparency are essential for long-term public market success. Jesse also explains the differences between IPOs, direct listings, and SPAC mergers, and why not every company should pursue the public markets. For founders, sponsors, and investors looking to understand how deals actually get done, this episode provides a practical look at the strategy, execution, and discipline required to close successful transactions. The DESPAC Podcast [https://www.thedespacpodcast.com/] is proud to spotlight The SPAC Conference, happening June 9–10 at Westchester Country Club in New York. Host Chaz Churchwell will be speaking alongside leading voices across the SPAC and DESPAC ecosystem. If you’re considering going public through a SPAC, this is a must-attend event. Learn more at https://spacconference.com/ [https://spacconference.com/] 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.

13 de mar de 2026 - 44 min

Muy buenos Podcasts , entretenido y con historias educativas y divertidas depende de lo que cada uno busque. Yo lo suelo usar en el trabajo ya que estoy muchas horas y necesito cancelar el ruido de al rededor , Auriculares y a disfrutar ..!!

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