Most SPAC sponsors don't realize a fairness opinion isn't just a checkbox — it's the line of defense between you and the entire fairness standard if your deal lands in litigation.

Michael Moscarelli, Vice President in Houlihan Capital's Valuation and Financial Advisory practice, joins Mike Blankenship to break down what every SPAC sponsor needs to understand about fairness opinions before the BCA vote. From the post–Multi-Plan shift in Delaware litigation exposure, to per-share allocation analysis, to the structural differences between a SPAC fairness opinion and a traditional one — this is the practitioner-level breakdown sponsors, boards, and deal teams need.

Houlihan Capital has carved out a niche delivering SPAC fairness opinions across industries, and Michael walks through what good looks like — and what to avoid.

🎯 What We Cover:
- Why the entire fairness standard matters post-Multi-Plan
- Fair pricing vs. fair dealing — and how an opinion supports both
- What to look for when choosing a fairness opinion provider
- Typical fee ranges and why contingent fees defeat the purpose
- How to keep the opinion process smooth and on timeline
- What to prepare before the opinion team gets involved
- Why per-share allocation is now the regulatory focus
- How warrants, PIPEs, ELOCs, and pro forma capital factor in
- What makes valuing a de-SPAC target different from a typical IPO
- Why VC/PE-backed growth-stage targets demand specific expertise

🤝 Connect with Michael Moscarelli:
🌐 https://www.houlihancapital.com/fairness-opinions/spac-fairness-opinions/
💼 https://www.linkedin.com/in/michaelmoscarelli

📩 Connect with Michael Blankenship:
💼 https://www.linkedin.com/in/mikeblankenship/
🌐 https://www.thespacpodcast.com/

📩 Connect with Joshua Wilson:
💼 https://www.linkedin.com/in/joshuabrucewilson/
🌐 https://www.thespacpodcast.com/

🎙️ Follow The SPAC Podcast:
🌐 https://www.thespacpodcast.com/
▶️ https://www.youtube.com/@thespacpodcast

Disclaimer: Michael J. Blankenship is a licensed attorney and partner at Winston & Strawn LLP. Joshua Wilson is a licensed Florida real estate broker and holds FINRA Series 79 and Series 63 licensure. The content of this podcast is for informational and educational purposes only and should not be considered legal, financial, or compliance advice. All views and opinions expressed by the hosts and guests are their own and do not necessarily reflect the policies or positions of any regulatory agency, law firm, organization, or employer. Listeners should consult their own legal counsel, compliance teams, or financial advisors to ensure adherence to applicable regulations, including SEC, FINRA, and other industry-specific requirements. This podcast does not constitute a solicitation or recommendation for any financial products or services. Let's

Connect on LinkedIn:

https://www.linkedin.com/in/mikeblankenship/ https://www.linkedin.com/in/joshuabrucewilson/

To Contact Us, Please Visit:

https://www.TheSPACPodcast.com/contact/

After 130 SPAC IPOs and 140 de-SPACs — the most of any banker he knows of — Brandon Sun shares what 13 years at the center of the blank check market actually teaches you.

In this episode, Michael Blankenship sits down with Brandon Sun, Head of SPAC Investment Banking at Cohen & Company Capital Markets. With 130+ SPAC IPOs raising $45B+ in equity capital and 140 de-SPAC transactions representing $210B+ in combined enterprise value, Brandon is one of the longest-serving and most prolific SPAC bankers on Wall Street. A decade at Deutsche Bank followed by three and a half years at Cohen & Company — through the 2021 boom, the 2022–2023 collapse, and the 2025 resurgence — gives him a vantage point few practitioners have. Essential listening for SPAC sponsors, PIPE investors, de-SPAC target founders, and capital markets professionals.

🎯 What We Cover:

• Why the SPAC offers certainty when the IPO window closes — and why 1,000 filed S-1s are currently stuck
• The real advantage of SPACs vs. traditional IPOs and direct listings today
• Why every major quantum computing company went public via SPAC — IonQ, Rigetti, D-Wave, Xanadu, Terra Quantum
• The public-private arbitrage driving rare earths, SMR nuclear, and deep tech to SPAC transactions
• Why cross-border listings are flowing to US exchanges as foreign markets lose liquidity
• What separates target management teams that close from the ones that walk away
• The #1 opportunity cost SPAC sponsors underestimate when evaluating targets
• How to think about valuation, structure, and story as one integrated pitch
  What the rest of 2025 looks like for SPAC deal flow across sectors
  
  🤝 Connect with Brandon Sun:
  🌐 https://www.cohencm.com/brandon-sun
  💼 https://www.linkedin.com/in/brandonsun/
  
  📩 Connect with Michael Blankenship:
  💼 https://www.linkedin.com/in/mikeblankenship/
  🌐 https://www.thespacpodcast.com/
  
  📩 Connect with Joshua Wilson:
  💼 https://www.linkedin.com/in/joshuabrucewilson/
  🌐 https://www.thespacpodcast.com/
  
  🎙️ Follow The SPAC Podcast:
  🌐 https://www.thespacpodcast.com/
  ▶️ https://www.youtube.com/@thespacpodcast

Disclaimer: Michael J. Blankenship is a licensed attorney and partner at Winston & Strawn LLP. Joshua Wilson is a licensed Florida real estate broker and holds FINRA Series 79 and Series 63 licensure. The content of this podcast is for informational and educational purposes only and should not be considered legal, financial, or compliance advice. All views and opinions expressed by the hosts and guests are their own and do not necessarily reflect the policies or positions of any regulatory agency, law firm, organization, or employer. Listeners should consult their own legal counsel, compliance teams, or financial advisors to ensure adherence to applicable regulations, including SEC, FINRA, and other industry-specific requirements. This podcast does not constitute a solicitation or recommendation for any financial products or services. Let's

Connect on LinkedIn:

https://www.linkedin.com/in/mikeblankenship/ https://www.linkedin.com/in/joshuabrucewilson/

To Contact Us, Please Visit:

https://www.TheSPACPodcast.com/contact/

Most first-time SPAC sponsors underestimate what a background check actually uncovers — and what it costs them when something surfaces after the S-1 is filed.

James Tunkey is a background check and fraud investigation specialist with deep experience in international due diligence for SPAC IPOs and capital markets transactions. His firm handles approximately 25% of Nasdaq issuances and 40% of Hong Kong Stock Exchange listings annually. In this episode, James joins Michael Blankenship to break down what a rigorous director and officer vetting process looks like — from regulatory sanction screening and negative media searches to cross-border verification challenges and the role AI is beginning to play. Essential listening for sponsors, underwriters, and counsel navigating the SPAC IPO process.

🎯 What We Cover:

• Why identity verification is the critical first layer of any D&O background check
• FINRA and SEC sanction screening — what gets flagged and what it means
• How civil and criminal litigation history is sourced and evaluated
• Education and employment verification: when phone calls still matter
• International due diligence: name localization, foreign databases, and privacy law gaps
• Turnaround timelines — what to expect in the US vs. cross-border engagements
• Real examples: Ponzi schemes caught before listing, directors quietly replaced
• How AI is accelerating negative media screening without replacing human investigators
• Who typically engages the background check firm — issuer, underwriter, or counsel
• What the final report looks like and how risk ratings are assigned

🤝 Connect with James Tunkey: 🌐 https://www.ionasia.com.hk/team/james-tunkey/ 💼 https://www.linkedin.com/in/jamestunkey/

📩 Connect with Michael Blankenship: 💼 https://www.linkedin.com/in/mikeblankenship/ 🌐 https://www.thespacpodcast.com/

📩 Connect with Joshua Wilson: 💼 https://www.linkedin.com/in/joshuabrucewilson/ 🌐 https://www.thespacpodcast.com/

🎙️ Follow The SPAC Podcast: 🌐 https://www.thespacpodcast.com/ ▶️ https://www.youtube.com/@thespacpodcast

Disclaimer: Michael J. Blankenship is a licensed attorney and partner at Winston & Strawn LLP. Joshua Wilson is a licensed Florida real estate broker and holds FINRA Series 79 and Series 63 licensure. The content of this podcast is for informational and educational purposes only and should not be considered legal, financial, or compliance advice. All views and opinions expressed by the hosts and guests are their own and do not necessarily reflect the policies or positions of any regulatory agency, law firm, organization, or employer. Listeners should consult their own legal counsel, compliance teams, or financial advisors to ensure adherence to applicable regulations, including SEC, FINRA, and other industry-specific requirements. This podcast does not constitute a solicitation or recommendation for any financial products or services. Let's

Connect on LinkedIn:

https://www.linkedin.com/in/mikeblankenship/ https://www.linkedin.com/in/joshuabrucewilson/

To Contact Us, Please Visit:

https://www.TheSPACPodcast.com/contact/