The Rise of Performance-Based SPAC Promotes: What to Know

In today’s SPAC market, we’re seeing more sponsors incorporate performance-based earn-outs into their promote structures. These earn-outs typically delay sponsor equity until certain milestones are reached, such as stock price thresholds, EBITDA targets, or time-based vesting.

This approach is designed to better align sponsor incentives with long-term shareholder value and public market performance. Investors, including PIPE participants and public shareholders, may view these structures favorably as they seek alignment with the company’s future growth. While not required, performance-based promotes are becoming more common among sponsors focused on long-term outcomes.

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