The 3 Non-Negotiables Every DESPAC Target Must Show Today

"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... LinkedIn:   / galexaraujo   Connect with Shahrooz Shahnavaz: McGuireWoods: https://www.mcguirewoods.com/people/s... LinkedIn:   / 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/   / chazchurchwell      / @thedespacpodcast   The DESPAC Podcast 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/ 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 DESPAC Podcast: https://www.thedespacpodcast.com/ 📺 YouTube:    / @thedespacpodcast   🔗 Chaz Churchwell:   / chazchurchwell   🛡️ Churchwell Insurance Agency: https://www.churchwellagency.com