Special Purpose Acquisition Companies
2023 Year End Review

Executive Summary
The SPAC market experienced a 64% decline in IPOs in 2023 compared to 2022with a record number of liquidations. The average gross IPO proceeds fell fromabout $159 million in 2022 to $125 million in 2023, and liquidations increased
from 145 to 197. The average redemption rate also increased during the period.
As of December 2023, there were 127 SPACs searching for targets.
Some of the factors that negatively impacted the SPAC market include
disappointing performance by newly de-SPAC’d companies, SEC scrutiny, an
uncertain economic outlook and rising interest rates.

Highlights

31 IPOs totaling over $3.9 billion in gross public proceeds
140 de-SPAC transactions were announced but not yet completed asof December 31, 2023, representing over $27 billion in IPO proceeds

98 de-SPAC transactions were completed in 2023, representing over$90 billion of total enterprise value

127 SPACs active and seeking targets as of December 31, 2023
197 liquidations, representing approximately 44% of those withcompletion deadline dates in 2023

2Select 2023 Transaction Activity
Completed Transactions

Pending Transactions

Source: SPAC insider as of 12/31/2023. Data source primarily tracks securities trading on the NYSE and NASDAQ exchange.

Liquidations•As of December 31, 2023, 120 of the SPACs searching for targets are set to
expire in 2024. Just in the first quarter of 2024, 77 SPACs searching fortargets, representing approximately $18 billion cash in trust, are obligated tocomplete mergers.

•Looming expiration dates are putting pressure on blank check companies tocomplete business combinations. In 2023, 197 SPACs with more than $55
billion cash in trust have liquidated, compared to 145 liquidations in theprevious year.

•Most of the liquidations in 2023 were SPACs seeking targets in thetechnology, media and telecommunications (TMT) industry. There are still 58
TMT-focused SPACs with more than $12 billion cash in trust that are seeking
a merger partner.
Number of SPACs Searching for Targets by Industry,SPACs Seeking Targets: Total Cash in Trustby Upcoming Expiration 2024 (millions)$10,000$9,711$8,000$6,173$6,000$4,000$2,377$2,198$2,000$592$918$974$595

June

July

August September October November December$414$0JanuaryFebruary

MarchApril

May

$70

$880

$774

IPO Count and Average Gross PublicProceeds (millions)
613
59

$231
2019

248

$336

$265

2020

2021
IPO Count

86

$156
2022

31$1242023

Avg Gross Public Proceeds

SPAC IPO count and average gross public proceeds peaked in 2021,
followed by a sharp decline in 2022. 2023 was the lowest year for
IPOs over the last five years with only 31 SPAC IPOs. Funding fromboth public and private investors declined. Additionally, over $18
billion of cash in trust is set to expire in Q1 2024 if deals are notcompleted, likely resulting in further liquidations.

52023 League Tables
IPO Underwriters

De-SPAC Financial Advisors
No. ofBookrunner

No. ofTotal Deal Value

Name

Deals

Volume ($ mn)

Name

Deals

($ mn)

Citigroup3$1,150.0

Jones Trading

2$27,717.0

EF Hutton

8$615.0

Barclays3$10,006.0

Cantor Fitzgerald

3$580.0

BoFA Securities

4$8,700.0

UBS Investment Bank

1$500.0

China Renaissance Securities

1$4,081.4

Brookline Capital Markets

5$384.5

Lincoln International2$3,756.0

BTIG

2$345.0

Lazard

1$3,547.0

Wells Fargo Securities

1$305.0

Wells Fargo Securities

1$3,300.0

Maxim Group

2$250.0

Cohen Company Capital Markets

5$2,736.8

William Blair

1$230.0

Alliance Global Partners

3$2,678.0

Roth Capital Partners

1$230.0

Oppenheimer Co

3$2,467.0

No. ofTotal Deal

No. ofTotal Deal

Name

Deals

Volume ($ mn)

Name

Deals

Volume ($ mn)

Loeb &Loeb

15$1,396.5

Sullian & Cromwell

3$8,217.0

Ellenoff & Grossman & Schole

7$1,150.0

Cooley8$7,950.8Kirkland & Ellis

3$730.0

White & Case

11$7,092.8

Vinson & Elkins

2$650.0

Baker & McKenzie

1$6,732.0

White & Case

2$555.0

Ropes & Gray

1$6,732.0

Ropes & Gray

1$500.0

Latham & Watkins

12$6,537.8

Graubard & Miller

3$474.0

Davis & Polk & Wardwell

5$5,871.2

Blank & Rome

4$385.0

Loeb & Loeb

13$5,475.9

Davis & Polk & Wardwell

1$345.0

Ogier

3$5,375.4

Shearman & Sterling

3$338.0

Covington & Burling

2$5,115.0

IPO Legal Advisors

De-SPAC Legal Advisors

Source: SPAC insider as of 12/31/2023. Data source primarily tracks securities trading on the NYSE and NASDAQ exchange.

Global SPAC IPOs Completed 2023
CountrySouth Korea
U.S.
CanadaUKU.K.
China
Germany
Luxembourg
Malaysia
TaiwanSweden

70
60
50
40
30
20
100U.S.

CanadaSouthKorea
2022

UK

Other

SPAC IPO 2023
36302842211112023

Select De-SPAC Company Performance20%
15%
10%5%0%-5%-10%-15%
Jan-23

Feb-23Mar-23

U.S. & Canada

Apr-23May-23Jun-23

Non-U.S. & Canada

Jul-23Aug-23
S&P 500

Sep-23Oct-23Nov-23

Dec-23Russell 2000

The chart above represents the change in total market cap of 163 companies headquartered in the U.S. and Canada and 65 companies
headquartered outside of the U.S. and Canada that have gone public via a de-SPAC between January 2019 and December 2022 with a
total market cap of over $100 million USD on 12/31/2023.

SPACs, Shell Companies andProjections: Final Rules
On January 24, 2024, the Securities and Exchange Commission adopted newrules and amendments to enhance disclosures and provide additional investor
protection in initial public offerings (IPOs) by SPACs and in subsequent businesscombination transactions.
Through these new rules and amendments, the SEC seeks to enhanceinvestor protection in SPAC IPOs and de-SPAC transactions with respect to theadequacy of disclosure and the responsible use of projections.
The final rules, among other things:•Require additional disclosures about SPAC sponsor compensation, conflictsof interest, dilution, the target company, and other information that is
important to investors in SPAC IPOs and de-SPAC transactions;•Require, in certain situations, the target company in a de-SPAC transaction
to be a co-registrant with the SPAC (or another shell company) and thus
assume responsibility for the disclosures in the registration statement filed inconnection with the de-SPAC transaction;•

Deem any business combination transaction involving a reporting shellcompany, including a SPAC, to be a sale of securities to the reporting shellcompany’s shareholders;•Better align the regulatory treatment of projections in de-SPAC transactions
with that in traditional IPOs under the Private Securities Litigation ReformAct of 1995 (PSLRA);•Require disclosure of all material bases of the projections and all material
assumptions underlying the projections; and•Require additional disclosures in de-SPAC transactions regarding any
determination by a board of directors or similar body as to whether the deSPAC transaction is advisable and in the best interests of the SPAC and its
shareholders, if required by law, and any outside report, opinion, or appraisal
received that materially relates to the de-SPAC transaction.

8Source: U.S. Securities and Exchange Commission

Opinions Practice Overview
Our team has particular expertise insituations where advisor independence isKey Services• Fairness Opinions

paramount and scrutiny is elevated.

• Special Committee Financial

The Duff & Phelps Opinions practice helps• Solvency Opinions andboards of directors, and special committees
formed by boards, to fulfill their fiduciary
responsibilities when considering corporatetransactions.

Differentiators
Core Practice: Ranked #1 for total numberof Fairness Opinions issued in the U.S. andglobally over the past 10 years and is aleading provider of solvency opinions (morethan 2,585 fairness and solvency opinions

Advisor
Surplus Opinions• Commercially Reasonable
Debt Opinions• Reasonably Equivalent ValueOpinions• ESOP and ERISA Advisory• Complex Valuations

Fairness Opinion League Table
Announced U.S. Fairness Opinions Rankings

with over $8 trillion in deal value since

Rank

No. of Credited Deals

Full Year 2023

#130

Independence: Vast majority of our opinions

Ten Years: 2014 – 2023

#1439

involve transactions in which Kroll is not theTwenty Years: 2004 – 2023

#17862005).

investment banker.
Announced Global Fairness Opinions Rankings

Analytical Rigor: Comfortable providing

Rank

No. of Credited Deals

opinions in transactions involving minority

Full Year 2023

#143interests and debt securities andTen Years: 2014 – 2023

#1580

transactions lacking a market-clearing

Twenty Years: 2004 – 2023

#1946

mechanism.

9Source: LSEG’s (FKA Refinitiv) cumulative data 2004-2023.

Select SPAC Experience
Featured Transaction
Fairness Opinion(pending transaction)
On December 22, 2023, Screaming
Eagle Acquisition Corp.
(NasdaqGM:SCRM) announced it hasentered into a business combinationagreement with the Studio Business ofLions Gate Entertainment Corp. in ade-SPAC transaction

Financial advisor to the board of directorsof Screaming Eagle Acquisition Corp.

Screaming Eagle Acquisition Corp. (Nasdaq: SCRMU, SCRM, SCRMW) ("ScreamingEagle") announced that it has entered into a definitive agreement to merge with theMotion Picture and Television Studio Business of Lionsgate (NYSE: LGF.A, LGF.B) tolaunch Lionsgate Studios Corp. ("Lionsgate Studios") in a de-SPAC transaction.
The Duff & Phelps Opinions Practice of Kroll provided a fairness opinion to theboard of directors of Screaming Eagle Acquisition Corp. in connection with theproposed merger.
The transaction is expected to close in the spring of 2024 and is anticipated todeliver approximately $350mn of gross proceeds to Lionsgate, including $175mn in
PIPE financing committed by leading mutual funds and other investors.
Learn more about the transaction here.

Fairness Opinion

Fairness Opinion

Fairness Opinion

EG Acquisition Corp. has mergedwith flyExclusive, Inc.
(NYSEAM:FLYX) in a de-SPAC
transaction

Freedom Acquisition I Corp. hasmerged with Complete Solaria, Inc.
(NasdaqGM:CSLR) in a de-SPAC
transaction

TLG Acquisition One Corp. hasmerged with Electriq PowerHoldings, Inc. (NYSE:ELIQ) in a deSPAC transaction

Financial advisor to the board of directorsof EG Acquisition Corp.

Financial advisor to the board of directorsof Freedom Acquisition I Corp.

Financial advisor to the board of directorsof TLG Acquisition One Corp.

Fairness Opinion

Fairness Opinion

Fairness Opinion(pending transaction)(pending transaction)(pending transaction)

On August 1, 2023, Churchill Capital
Corp VII (NYSE:CVII) announced it
has entered into a businesscombination agreement with CorpAcq
Holdings Limited in a de-SPAC
transaction

On April 26, 2023, Investcorp Europe
Acquisition Corp I (NasdaqGM:IVCB)
announced it has entered into abusiness combination agreement withOpSec Security Group Limited in ade-SPAC transaction

On September 6, 2023, Andretti
Acquisition Corp. (NYSE:WNNR)
announced it has entered into abusiness combination agreement with
Zapata Computing, Inc. in a deSPAC transaction

Financial advisor to the board of directorsof Churchill Capital Corp VII

Financial advisor to the board of directorsof Investcorp Europe Acquisition Corp I

Financial advisor to the board of directorsof Andretti Acquisition Corp.

10Chris Janssen

Stephen Burt

Mark Kwilosz

Raphael (Ray) Newman

Managing Director
Global Head of Transaction Opinions
Chicago+1 312 697 4643
chris.janssen@kroll.com

Managing Director
Fairness and Solvency Opinions
Chicago+1 312 697 4677
mark.kwilosz@kroll.com

Managing Director
Global Head of M&A Advisory
Chicago+1 312 697 4600
steve.burt@kroll.com

Managing Director
Global Head of Transaction Advisory Services
New York+1 212 871 7144
raphael.newman@kroll.com

Jennifer Terrell

Director
Transaction Opinions
Chicago+1 630 542 5309
jennifer.terrell@kroll.com

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