Combination Planning For SPACS (The C in SPECIAL)

“Planning the Business Combination”

Welcome back to The SPAC Podcast. We’re continuing our SPECIAL series — covering the lifecycle of a SPAC from formation to public company.

So far, we’ve explored:

• S: Sponsor Setup
• P: Public Raise
• E: Evaluate Targets

Now it’s time for C: Combination Planning.

When a suitable target is found, the SPAC team enters into a non-binding LOI and begins to structure the business combination.

This stage includes deep due diligence, financial modeling, legal review, and valuation alignment. The parties negotiate merger terms, finalize sponsor economics, and may reallocate or subject founder shares to performance vesting.

Importantly, many deals require PIPE financing — private investment in public equity — to supplement trust capital and ensure cash at closing. The team also begins to prepare proxy materials and public filings for the SEC.

This is where legal, financial, and narrative elements all come together.