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Let’s Make This Public: Check Out This De-SPAC Merger Agreement Template

April 16, 2024 (3 min read)

Business combination agreements for SPAC acquisitions of private companies are distinctly different from both public company and private target acquisition agreements. For example, (1) representations and warranties of the SPAC address the SPAC’s lack of business activities, capitalization structure after taking into account any SPAC-specific investments and securities, and the funding and maintenance of the SPAC’s trust account; (2) covenants typically cover transaction financing obligations, the distribution and use of trust account proceeds, and continued listing on the applicable stock exchange; and (3) conditions to closing usually incorporate a net tangible assets clause or minimum cash obligation, or both. Draft and negotiate your next de-SPAC business combination agreement using this robust annotated template specifically tailored for de-SPAC transactions.           

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