SPAC Fairness Opinions in 2026: What Changed and Why It Matters

The SPAC market in 2026 and the renewed case for independent fairness opinions

The blank check structure has returned to the public markets on very different terms than it left them. Roughly 140 SPAC IPOs priced in 2025, and issuance has continued to build through the first half of 2026, on terms that bear little resemblance to the 2021 boom. After the boom and the reckoning of the last cycle, sponsors, targets, and their counsel are now operating in a market defined by tighter disclosure, more selective capital, and a clear premium on quality. For companies weighing a public listing, and for the boards that must stand behind these transactions, the change is not cosmetic. It is structural, and it has moved the fairness of the deal itself to the center of the process. For boards approving a business combination in this environment, getting that fairness question resolved early, rather than after terms are set, is what keeps a transaction's timeline intact and its record defensible.

At Houlihan Capital we have followed this shift closely, in part because it validates how we have approached these engagements for years. What follows is a short view of what the data show, where the deal flow is concentrating, and why an independent, rigorous read on dilution and fairness now matters more than it did at the height of the last cycle.

What changed: a market that looks nothing like 2021

The contrast with the last cycle needs little belaboring for this audience. In 2021, 613 blank check companies raised on the order of $162.5 billion, most of the merged companies later traded below their $10 offering price, and issuance collapsed through 2022 and 2023.

What has returned is smaller and far more deliberate. Industry data show 144 SPAC IPOs in 2025 raising in the range of $30.4 billion, close to a threefold increase over 2024, with SPACs representing about 38 percent of United States IPO deal count for the year, up from roughly 23 percent a year earlier. The momentum has carried into 2026, with 117 new SPACs launched in the first half of the year representing 56 percent of United States IPO deal count and a substantial pipeline still on file. The market is nowhere near its former peak, and that is precisely the point. The weakest sponsors have left, and the participants who remain are being underwritten far more carefully.

Based on Houlihan Capital's professional experience, observations of market trends, and discussions with market participants, the resurgence appears to reflect discipline rather than mania.

Better companies, clearer paths to closing

Two changes stand out from prior years. The first is the quality of the targets. Market participants describe this cycle's candidates as materially stronger than the environment of 2021, when many transactions were priced on unproven results and aspirational projections. A number of recent targets have come to market with signed commercial contracts and real operating histories, giving public investors something concrete to underwrite.

The second change is the path to closing itself. Redemption rates, which routinely exceeded 90 percent across 2023 and much of 2024 leaving many vehicles with little usable cash, have eased meaningfully, falling to roughly 83 percent in the first quarter of 2026 and about 82 percent in the second. Just as telling, roughly 36 percent of de-SPAC transactions in the first half of 2026 closed without any additional outside financing, compared with only about 5 percent in 2021. More committed capital is staying in at closing, which improves the economics of the combination and materially raises the probability that an announced transaction is closed.

The shift to Cayman domicile

A structural change has accompanied the revival: where SPACs choose to incorporate. For years Delaware was the default. That has reversed. More than 95 percent of the SPACs launched in 2025 were domiciled in the Cayman Islands, and in 2024 nearly every new SPAC was formed there, with Delaware accounting for only a handful. Domicile has become an active decision rather than a formality.

Two forces are driving the shift. The first is the 1 percent excise tax on share redemptions introduced by the 2022 Inflation Reduction Act, which falls on domestic issuers and can become a meaningful cost given how central redemptions are to the SPAC structure. A Cayman domicile can reduce that exposure. The second is the litigation climate. A line of Delaware decisions has applied the demanding entire fairness standard to conflicted SPAC boards, and the resulting litigation, punctuated by some of the largest SPAC related securities settlements on record in early 2025, has pushed directors and officers insurance premiums higher for Delaware vehicles.

Cayman, by contrast, does not recognize a formal business judgment rule. Instead, directors' duties arise under common-law fiduciary principles, and Cayman courts generally refrain from second-guessing good-faith business decisions made within directors' authority. Cayman also follows a loser-pays approach to litigation costs, which many sponsors view as more predictable, and its flexible framework suits the cross-border and international targets that feature heavily in this cycle.

Domicile changes the forum, not the duty.

Fiduciary duties do not disappear simply because a SPAC is formed in the Cayman Islands. A meaningful share of Cayman vehicles still redomicile into Delaware at the time of the business combination, often because the target prefers a Delaware operating company. Domicile shapes where and how a dispute is resolved. It does not remove the board's duty to run, and to document, a fair process. Separately, the Delaware case law that helped push sponsors toward Cayman in the first place continues to evolve, and further judicial decisions or additional SEC rulemaking beyond the 2024 rules could reshape the allocation of litigation and disclosure risk. Sponsors and boards should therefore treat today's domicile analysis as current, rather than settled. Regardless of the governing jurisdiction, an independent assessment of valuation and dilution remains relevant throughout the transaction and provides important support to the board if the transaction is later scrutinized.

Why it matters now: dilution and fairness sit at the center

For sponsors and their boards, the stakes are immediate rather than abstract. A fairness opinion assembled hurriedly ahead of the proxy or registration statement filing does less to protect the board's record than one built into the transaction timeline from the outset, and it must be filed with the transaction documents regardless of timing. A credible deal, supported by defensible valuation work, is also far more likely to survive the shareholder vote and reach completion in this market than it was a few years ago.

The regulatory backdrop has reinforced all of this. The Commission's 2024 SPAC rules pushed two questions to the foreground of every de-SPAC: whether the consideration is fair to unaffiliated shareholders, and how far those shareholders are diluted by the sponsor promote, the warrants, redemptions, and any related financing. Where state law requires it, as in Delaware, the board must now disclose its determination that the transaction is advisable and in the best interests of shareholders, together with the material factors it weighed, valuation and dilution among them, and any fairness opinion it obtained must be filed with the transaction documents.

The rules stopped short of mandating a third party fairness opinion, but practice has moved ahead of the text. More sponsors are obtaining them, driven by the shareholder litigation that has followed completed deals, which has aligned de-SPAC transactions more closely with conventional mergers and acquisitions. Specifically, in the first half of 2026, approximately 55% of de-SPAC transactions had conducted a fairness opinion. The logic is straightforward. When a price is negotiated across the table rather than set by the market, the board and its shareholders rely on an objective view to confirm that the valuation, and the dilution that comes with it, are fair. Those are precisely the questions an independent fairness opinion is built to answer.

Who this affects and how

The effects of this shift are not uniform. They vary by sector, by role, and by how far along a given transaction already is. Capital is following a defined set of themes, and sponsors, boards, fund managers, and counsel are each underwriting to a different piece of the picture. The most active sectors in the current cycle include:

• Artificial intelligence and AI infrastructure, including the power, cooling, and data center capacity that model training now requires.
• Quantum computing, which has produced several of the largest and most closely watched combinations of the cycle.
• Energy transition and advanced nuclear, particularly small modular and micro modular reactor developers positioned against surging electricity demand.
• Financial technology and digital assets, including crypto and blockchain platforms.
• Defense, space, and autonomous systems, where large capital needs and long development timelines make a negotiated public listing a natural fit.
• Advanced materials and semiconductors, where manufacturing scale demands patient and sizable capital.

Biotechnology and healthcare, which featured heavily in the last cycle, remain part of the picture, though the center of gravity has shifted toward the technology, energy, and digital asset themes above. What unites these sectors is a common profile: capital intensive businesses with strong strategic narratives that have cleared proof of concept but are not yet ready for the revenue consistency a traditional IPO tends to demand. That profile is exactly where a SPAC, with its negotiated valuation and structural certainty, can serve as a sensible bridge, and exactly where an independent valuation earns its keep.

Beyond sector, the shift affects specific roles across a transaction:

• Sponsors and boards, who now need a fairness opinion built and documented well before the vote, rather than assembled as a closing formality.
• Fund managers and LPs, who are underwriting to redemption and closing statistics that have improved but still leave a meaningful share of announced deals dependent on how many shareholders redeem.
• Attorneys and CPAs, who are advising on domicile choice, on what the board's disclosure must cover, and on when in the transaction timeline the fairness opinion needs to be commissioned.

The Houlihan read: how we approach SPAC fairness opinions

Houlihan Capital has rendered fairness opinions for decades. It is a core discipline of the firm, supported by a dedicated valuation and financial advisory practice and by senior professionals who have delivered more than 200 fairness opinions across a wide range of transactions, including deep structural experience with SPAC and de-SPAC combinations. This piece focuses specifically on what is unique to the SPAC structure, the sponsor promote, the warrant overhang, and the redemption dynamics that do not arise in a conventional merger, rather than repeating the general case for a fairness opinion made elsewhere in our library.

Our approach reflects what this market now demands:

• Independence. We do not underwrite, place securities, or earn success fees tied to closing the transaction we are asked to opine on. Our compensation does not depend on the outcome, which is the foundation of a credible opinion and a defensible board record.
• A focus on dilution. Because dilution to unaffiliated shareholders is the issue the SEC and plaintiffs' counsel scrutinize most closely, our analysis is built around it. We quantify the effect of the promote, the warrants, redemptions, and any related financing so the board can see, and document, the structural economics of the deal.
• Rigor and senior review. Every opinion passes through a senior committee before it is issued. That discipline produces thorough, well supported work that stands up to regulatory and legal examination.
• Timely, clean execution. Because our analysis is thorough and clearly documented from the outset, our opinion materials are designed to facilitate an efficient review process and help support transaction timelines.

Selected recent experience

• Crane Harbor Acquisition Corp. / Xandu Quantum Technologies Inc. (TSX:XNDU)
  Industry: Quantum Computing
  Fairness Opinion Concluded Equity Value Range: $2.9 billion to $4.0 billion
• SK Growth Opportunities Corporation / Webull Corporation (NasdaqCM:BULL)
  Industry: Fintech, Online Brokerage
  Fairness Opinion Concluded Equity Value Range: $5.5 billion to $7.7 billion

The SPAC market has matured, and the standard of care expected of sponsors and boards has risen with it. In a cycle defined by better companies, tighter disclosure, and heightened attention to dilution and fairness, an independent opinion from a firm that has done this work for decades is no longer a formality. Sponsors and boards that resolve the fairness and dilution question early are positioned to move through diligence, drafting, and the shareholder vote without that analysis becoming a late, schedule driving item.