The SPAC market is back. In 2025, 122 SPACs raised $22.5 billion, more than double the prior year, and SPACs now account for roughly 38% of the overall IPO market. But a rebound in issuance is not the same as a rebound in outcomes. New research presented at this month's SPAC Conference found that of 699 completed de-SPAC transactions through May 2026, only 14.9% are trading above their original $10 price — and the median deal has lost 91 cents on the dollar. I've spent time on both sides of this transaction: as the CEO and CFO of a Nasdaq-listed SPAC, and earlier as a Director in KPMG's Deal Advisory practice taking companies through the process from the IPO to the de-SPAC and beyond. The pattern I saw firsthand is the one the data now confirms with uncomfortable precision: the de-SPAC is won or lost long before the merger closes. This piece lays out what the numbers say, why preparation is the real dividing line, and where a company should focus if it is considering this path.
For a founder-led business or a sponsor looking at a target, the SPAC is enjoying its most credible moment since 2021. Financing has reopened, the regulatory tone is more constructive, and the sponsor-to-target balance is healthier than it has been in years. It is tempting to read the headline issuance numbers as a green light.
I'd urge more caution than that — not because the structure is broken, but because the failure rate is concentrated in things that are entirely within a management team's control. When most of the downside lives in preparation, governance, valuation discipline, and post-close execution, the question for a board is not "can we get a deal done?" It is "will the company we create be one of the few that's still standing two years later?" That is a fundamentally different question, and it changes what you should be working on right now.
The most useful study I've seen this year came from Crocker Coulson of AUM Advisors, whose firm presented "The Five Disciplines of De-SPAC Success" at the SPAC Conference in Rye, New York, on June 9–10. Built on SPAC Insider data covering 699 completed transactions, it is bracing reading. Beyond the 14.9% trading above $10, roughly 85% sit below their issue price, and more than one in ten — 11.3% — are effectively at zero. The median return is -91.4%; the mean, dragged up by a handful of outliers like Vertiv (+3,139%) and IonQ (+536%), is still -47%.
What matters for anyone weighing a deal is not the carnage in the aggregate but the structure underneath it. Two variables do almost all the explanatory work.
The first is capital raised at close. In the last 24 months, de-SPACs that cleared $100 million in combined institutional capital (equity PIPE plus retained trust) posted a median return of +17.2%; those below that line posted -90.3%. That is not a rounding difference — it is the difference between better-than-even odds and a one-in-twenty shot. Notably, the size of the sponsor's original SPAC IPO barely mattered; winners and losers raised almost identical amounts at IPO ($220 million versus $200 million). What separated them was the capital their target could attract at the merger — a median of $317 million for winners versus $87 million for losers.
The second is the redemption rate, which I've always thought of as the market's real-time verdict on a deal. Across the full dataset, every incremental 20 points of redemption roughly halves the odds of trading above $10. Winners saw median redemptions of 55.5%; losers, 87.2%. When 95% of trust holders take their cash back rather than own the combined company, they are telling you something, and the post-close chart usually agrees with them.
Sector selection compounds all of it. The AUM analysis found electric-vehicle de-SPACs survived at a 4.2% rate across 48 deals — Nikola, Lordstown, Canoo, Faraday Future, a roll call of narrative over fundamentals — while space companies survived at 42.9%. Same structure, radically different underwriting.
Here is the part that maps directly to my own experience. The winners in that dataset did not get lucky on market timing. They treated public-company readiness as a build to be completed before closing, not a cleanup to be improvised afterward. That includes a PCAOB-compliant audit from a recognized firm, SOX 404 internal controls stood up ahead of the accelerated-filer deadlines that always arrive sooner than management expects, a conservative guidance framework designed for a beat-and-raise cadence, a fully staffed audit committee and independent board, a formal Reg FD policy, and the 10-K/10-Q reporting machinery actually working before the first earnings call.
None of that is glamorous. All of it is decisive. When I sat in the CFO seat of a public SPAC, the work that protected the company was the unglamorous infrastructure — the controls, the disclosure discipline, the reporting calendar — not the deal announcement. And when I was advising issuers at KPMG, the deals that struggled were almost always the ones that arrived at closing day with their financial house half-built, then spent their first two quarters fighting fire drills instead of telling their story.
This is also where the conference conversation and the market's own gatekeepers are converging. The agenda in Rye returned again and again to a single idea — that "redemptions planning begins at IPO, not at merger announcement," and that operational readiness for public markets needs to start six to twelve months before close. Gallagher made a parallel point in a recent note bluntly titled "For IPOs, SPACs or Reverse Mergers, the Governance Bar Is Higher." The market is no longer grading de-SPACs on a curve. Boards, auditors, the SEC, and institutional investors all expect the combined company to look and behave like a real public company from day one.
The valuation piece is the quiet companion to all of this. The 2020–21 wave was undone by projections that no one had to stand behind. The current market — as the conference's capital-markets panels emphasized — is anchoring to realistic, risk-adjusted numbers, with earnouts increasingly fair-valued on day one to reflect the probability that projections aren't met. That is healthier, and it is also less forgiving of a target that wants a 2021 multiple in a 2026 market.
First, whether the post-reform cohort holds. The encouraging signal in the data is that 2026 de-SPACs to date are clearing $10 at a 47% rate — dramatically better than any comparable post-bubble period — because the desperate, clock-driven deals of the "zombie" era have largely washed out. If that selectivity persists, the structure starts to behave like a legitimate capital-markets tool again. If issuance outruns discipline, as Doug Ellenoff and others have cautioned could happen if 2026 pushes past 200 SPAC IPOs, we'll see the failure rate creep back.
Second, the financing gate. PIPEs have reopened, but they remain earned, not assumed. The $100 million threshold is the number I'd watch on any specific deal; if committed institutional capital isn't coming together early, the redemption math rarely saves it later.
Third, governance and enforcement. With a more constructive SEC and a soft D&O insurance market, the cost of being public has eased — but the litigation and disclosure expectations around projections, board independence, and sponsor-promote alignment are not going away. Those are exactly the areas where a deal looks fine until it doesn't.
I built Epik Advisory around the part of this process where I've actually lived: the financial readiness and execution that determines whether a public company survives its first 24 months. We help sponsors and target companies get the unglamorous infrastructure right before closing — audit readiness and PCAOB coordination, SOX 404 controls, the 10-K/10-Q reporting framework, a defensible and conservative guidance approach, board and committee composition, and the SEC reporting cadence that the AUM research and the conference both identify as non-negotiable for the companies that win.
What I bring to it is a perspective from both chairs. I have run a Nasdaq-listed SPAC as CEO and CFO, so I know what it feels like when the reporting calendar and the disclosure obligations become real on a Tuesday morning. And I advised issuers through the full arc — IPO to de-SPAC to life as a public company — as a Director in KPMG's Deal Advisory practice. That combination is the lens we apply: not "can we close this," but "what will it take for this company to still be trading above its price two years from now." If you're a founder, sponsor, board member, or CFO weighing a de-SPAC against a traditional IPO or a sale, that is the conversation worth having early.
The data this year settles an old argument. SPACs are neither a miracle nor a scam; they are a structure that punishes the unprepared and rewards a specific, repeatable discipline. The 104 companies that created real value did the same things — quality targets, honest valuations, readiness built before close, and a serious investor-communications program sustained for two years. The 595 that didn't, mostly skipped steps that were within their control. As the market rebuilds, the temptation will be to confuse a busy IPO calendar with a forgiving one. It isn't. The edge now belongs to the companies that prepare like a real public company before they become one — and to the advisors who've sat in that seat and know exactly what the first two years demand.
Matthew Malriat, CPA is Founder & Principal of Epik Advisory. A former CEO & CFO of a Nasdaq-listed SPAC and former Director within KPMG Deal Advisory, he advises founders, investors, acquisition entrepreneurs, and growth companies on transactions, SEC reporting, SBA acquisitions, and strategic finance initiatives.
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