Why SPACs Are Now Incorporating in Cayman

Most SPAC targets don't realize they're negotiating against a party that can simply walk away — or that the jurisdiction their deal closes in will shape their D&O coverage for years. Alexandra Low is a capital markets attorney at Appleby in Grand Cayman, where she specializes in SPAC IPOs, de-SPAC transactions, and cross-border structuring for international targets. Originally trained at Stikeman Elliott and Goodmans in Canada, Alexandra relocated to the Cayman Islands and has become one of the most sought-after Cayman counsel in the SPAC ecosystem. In this episode, she walks through what private companies and foreign targets need to understand before they ever sign an LOI — from SPAC term extensions and sponsor dynamics to Cayman incorporation, D&O indemnification, and the governance provisions that determine who's actually covered. —————————————————————————— QUESTIONS ANSWERED IN THIS EPISODE Why are over 90% of SPACs now incorporating in the Cayman Islands? What should a private company know before approaching a SPAC sponsor? How does a foreign target navigate a de-SPAC transaction with a Cayman SPAC? What happens to D&O coverage when the SPAC merges with the target company? What are the two paths forward for D&O insurance post-de-SPAC? How do indemnification provisions in a Cayman charter affect director and officer coverage? What governance provisions should a company set at incorporation — and why does it matter later? How do SPAC sponsors evaluate bargaining power during negotiations? What makes a private company an attractive de-SPAC target in today's market? How do you structure a de-SPAC closing when multiple jurisdictions are involved? —————————————————————————— CHAPTERS 0:00:00 Introduction — Alexandra Low and Appleby Cayman 0:02:00 Why Alexandra Moved from Canada to Grand Cayman 0:04:00 What De-SPAC Targets Need to Know About the Current SPAC Market 0:09:00 Bargaining Power: How SPACs and Targets Actually Negotiate 0:11:30 The De-SPAC Process: LOI to Closing 0:16:30 Timing Is Everything — Extensions, Delays, and Closing Risk 0:21:00 D&O Indemnification: How Cayman Law Protects Directors and Officers 0:25:00 Two D&O Paths Post-De-SPAC: Tail Policy vs. Combined Program 0:28:00 Setting Up a Cayman Entity: What Foreign Targets Must Know 0:33:00 Why Director and Officer Definitions Must Match Across Documents 0:38:00 Closing Advice: Relationships, Visibility, and Choosing the Right Advisors —————————————————————————— CONNECT WITH ALEXANDRA LOW Website: https://www.applebyglobal.com/people/... LinkedIn:   / alexandra-low-676358292   —————————————————————————— PROTECT YOUR TRANSACTION Churchwell Insurance Agency specializes in D&O, E&O, representations and warranties, and public company liability coverage for SPAC sponsors, de-SPAC targets, and post-merger public companies. Don't close without the right coverage. https://www.churchwellagency.com —————————————————————————— FOLLOW THE DESPAC PODCAST Website: https://www.thedespacpodcast.com LinkedIn:   / chazchurchwell   YouTube:    / @thedespacpodcast   Disclaimer: 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. Guest participation does not constitute an endorsement of any company, strategy, product, or service. References to specific firms or individuals are for context only. Any examples or scenarios are illustrative and may not reflect current market conditions or regulatory requirements. Churchwell Insurance Agency, its media partners, and The DESPAC Podcast disclaim all liability arising from reliance on the information presented. Views expressed are solely those of the host and guests. 🎙️ The DESPAC Podcast: https://www.thedespacpodcast.com/ 📺 YouTube:    / @thedespacpodcast   🔗 Chaz Churchwell:   / chazchurchwell   🛡️ Churchwell Insurance Agency: https://www.churchwellagency.com