SPAC Opinions

Q: Why does a SPAC need a fairness opinion?

SPAC transactions carry an inherent conflict of interest: the sponsor's promote has value only if a business combination closes, which can create misalignment between sponsor economics and the interests of public shareholders. A fairness opinion provides independent documentation that the business combination was evaluated objectively, addressing this potential misalignment of incentives.

Q: Who commissions the SPAC fairness opinion?

The SPAC board or special committee typically engages the fairness opinion provider. In some cases the engagement is driven by legal counsel or regulatory requirements.

Q: What conflicts of interest does a SPAC fairness opinion address?

SPAC fairness opinions address the potential misalignment between SPAC sponsor economics (founder shares, warrants, at-risk capital) and the interests of public shareholders, providing an independent assessment of whether the transaction terms are fair from a financial point of view.

Q: How early should we engage a SPAC fairness opinion provider?

Early engagement is strongly recommended. Aligning with the fairness opinion provider during the transaction structuring phase reduces friction, supports more efficient documentation, and ensures the opinion can be delivered on your transaction timeline.

Q: How quickly can a SPAC fairness opinion be delivered?

Timeline depends on transaction complexity and information availability. We are structured to move at deal speed and can discuss your specific timeline during an initial consultation.

Q: What documentation is included in a SPAC fairness opinion?

Engagements include a Fairness Opinion Letter addressed to the board or special committee and a comprehensive board package with detailed valuation analyses, financial summaries, and methodology documentation structured to support proxy statement disclosure.

Q: How does the Fairness Opinion Committee process work?

Every SPAC fairness opinion is reviewed by Houlihan Capital’s Fairness Opinion Committee, which includes FINRA-registered broker-dealer principals. This multi-level review process ensures the opinion reflects firm-level oversight before being presented to the board or special committee.

Independent Fairness Opinions for SPAC Business Combinations and De-SPAC Transactions

It has always been best practice, but is now also common practice, for a special purpose acquisition company to obtain a fairness opinion prior to consummating a business combination. SPAC insiders and legal advisors currently perceive heightened liability risk, as recent shareholder litigation and regulatory activity have re-defined the barriers to, and implications of, de-SPAC transactions.

Houlihan Capital is a leading and trusted provider of SPAC fairness opinions. Our independent analysis addresses the potential misalignment of incentives between SPAC sponsors and public shareholders providing the objective, well-documented opinion that boards and special committees require.

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Transaction Opinions

What We Do

SPAC Opinion Services

SPAC Business Combination Fairness Opinions

Independent fairness opinions for SPAC business combinations, addressing the fairness of the transaction to minority shareholders from a financial point of view.

De-SPAC Transaction Advisory

Independent analytical support for de-SPAC transactions, addressing sponsor economics and potential conflicts of interest between SPAC insiders and public shareholders.

Special Committee Engagements

Senior-level execution and board presentations for SPAC special committees navigating complex or conflicted transaction structures.

Valuation Analysis

Independent valuation of SPAC target businesses using income, market, and transaction-based methodologies to support the fairness analysis.

Regulatory-Ready Documentation

Comprehensive documentation structured to support SEC review, proxy statement disclosure, and shareholder communication requirements.

Transaction Opinion Letters

Fairness opinions are issued through Houlihan Capital's FINRA-registered broker-dealer and reviewed by a Fairness Opinion Committee that includes broker-dealer principals.

Our Experience

Proven Across Complex Transactions

Representative Engagements

A Track Record in SPAC Fairness Opinions

Houlihan Capital has delivered fairness opinions across a broad range of SPAC business combinations, including:

Prime Impact Acquisition I (NYSE: PIAI) — Business combination with Cheche Group, Inc.
Avalon Acquisition Inc. (NASDAQ: AVAC) — Business combination with The Beneficient Company Group, L.P.
Jaguar Global Growth Acquisition Corp I (NASDAQ: JGGC) — DeSPAC Transaction
Innovative International Acquisition Corp (NASDAQ: IOAC) — DeSPAC Transaction
Overture Acquisition Corp. (AMEX: PAX) — Acquisition of Jeffereson National Financial Corp.
Prospect Acquisition Corp. (AMEX: PAX) — Acquisition of Kennedy Wilson, Inc.
Granahan McCourt Acquisition Corporation — Acquisition of Pro Brand International, Inc.
Harbor Acquisition Corp. (AMEX: HAC.U) — Acquisition of Elmet Technologies

Why Houlihan Capital

Built for SPAC Boards, Special Committees, and Their Counsel

Houlihan Capital combines valuation depth with transaction experience to deliver opinions that meet governance requirements without slowing deal execution.

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Independence & Objectivity

We provide unbiased fairness opinions that address sponsor economics and potential conflicts of interest, reinforcing governance standards and supporting shareholder disclosure requirements.

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Institutional-Grade Credibility

Our opinions are reviewed by a Fairness Opinion Committee that includes principals of the firm's FINRA-registered broker-dealer and senior professionals with more than 50 years of combined valuation experience, providing an additional layer of oversight and regulatory credibility.

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Regulatory Experience

We understand the SEC disclosure requirements and governance expectations applicable to SPAC transactions. Our documentation is structured to support proxy statement disclosure and regulatory review from day one.

Common Questions

Questions SPAC Sponsors, Boards, and Advisors Ask Us

Why does a SPAC need a fairness opinion?

Who commissions the SPAC fairness opinion?

What conflicts of interest does a SPAC fairness opinion address?

How early should we engage a SPAC fairness opinion provider?

How quickly can a SPAC fairness opinion be delivered?

What documentation is included in a SPAC fairness opinion?

How does the Fairness Opinion Committee process work?

Strategic Insights

Guidance for SPAC Sponsors, Boards, and Their Counsel

SPAC Market Intelligence

Houlihan Capital’s quarterly SPAC market intelligence covering transaction activity, regulatory developments, and valuation trends.

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Fairness Compendium

Comprehensive reference for legal counsel and transaction professionals covering regulatory framework, case law, methodologies, and documentation requirements.

Access the Compendium

Need a SPAC fairness opinion?

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