Terra Quantum AG and Axiom Intelligence Acquisition Corp. 1 (Nasdaq: AXINU) announce a $3.5 billion business combination, a landmark in quantum computing, deep-tech capital markets, and conviction-led dealmaking. Congratulations to Doug Ward, Richard Dodd, and the entire Axiom team

Welsbach extends its warmest congratulations to Doug Ward, Richard Dodd, and the full Axiom Intelligence Acquisition Corp. team on the announcement of their definitive business combination agreement with Terra Quantum AG, a transaction that represents not only a significant milestone for quantum computing in public markets, but a personal triumph for everyone who poured conviction, energy, and no small number of long weekends into making it happen.

A Deal Born Over Dinner in New York

The origin story of this transaction is worth telling properly, because it reveals something important about how the best deals in frontier technology actually come together, not through formal processes or investment bank introductions alone, but through genuine shared conviction that surfaces in unexpected moments.

It started, as Doug Ward tells it, at a dinner table in New York. He and his CFO were talking with investment bankers, and the conversation turned to quantum. Not quantum computing as a talking point or a thematic overlay on a sector presentation. Quantum as a genuine passion, a personal conviction that the technology was moving faster than almost anyone in public discourse was acknowledging. The phrase Ward would later use in describing that conviction is precise: Quantum is now. It was the kind of statement that, at a dinner in New York between capital markets professionals, would either land or get politely redirected. At that dinner, it landed and it led, a few weeks after Axiom’s Nasdaq IPO, to a flight to Munich.

On July 10th, 2025, Doug Ward met Markus Pflitsch for the first time.

What followed that meeting, in Ward’s own words, was the recognition that he had met one of the best founders on the planet. Genuinely mission-driven. Deeply invested in his team. Carrying the kind of clarity about what he was building and why that cannot be performed or manufactured. Ward flew home knowing something, though what he knew would take nearly a year of relentless work, global travel, and extraordinary patience to translate into a signed agreement.

Twenty-Six Countries and One Clear Favourite

Between that July meeting in Munich and the signing of a definitive Business Combination Agreement on May 26, 2026, Doug Ward circled the Earth three to four times. Twenty-six countries. Meetings with some of the most impressive founders in deep technology, across multiple continents, evaluated with the rigour of someone who understood that the company he merged with would define, in large part, what Axiom stood for in the history of public markets.

He was looking for the absolute best.

And here is what his team heard, on repeat, for nearly a year, even as the Terra Quantum path looked uncertain at times, even when other options were on the table: this is the one. Ward had told other companies, when asked directly, that he had a favourite and the answer was always Terra Quantum. He was transparent enough, and confident enough in his conviction, to say so even before the deal was secured.

That is not typical behaviour in M&A processes, where optionality is guarded carefully and preference is rarely disclosed. It reflects a particular kind of integrity, the integrity of someone who has done the work, formed the view, and is not willing to pretend otherwise to protect negotiating position.

On May 26, 2026, that conviction was rewarded. Terra Quantum AG and Axiom Intelligence Acquisition Corp. 1 announced a definitive Business Combination Agreement valuing Terra Quantum at an equity value of approximately $3.5 billion. The combined company is expected to trade on the Nasdaq Stock Market under the ticker symbol “TQ.”

Terra Quantum: Building the Commercial Infrastructure for the Quantum Age

To understand why this transaction matters, and why experienced institutional investors continue to return to Terra Quantum, one must understand what the company has actually built. While much of the quantum industry remains focused on research or hardware development, Terra Quantum has established a fully integrated commercial platform combining proprietary quantum algorithms, quantum-inspired optimization, AI integration, and enterprise-grade quantum cybersecurity solutions.

• Headquartered in St. Gallen, Switzerland, Terra Quantum serves customers across financial services, pharmaceuticals, logistics, manufacturing, energy, government, and defence sectors.

• The company delivers solutions for computationally intensive enterprise problems that conventional technologies cannot efficiently solve.

• Founder & CEO Markus Pflitsch established Terra Quantum with the conviction that quantum technologies can create measurable business value today, not in some distant future.

• CTO Dr. Florian Neukart leads a world-class team of quantum scientists translating advanced research into production-ready enterprise software solutions.

• CFO & Chief Strategic Officer Dr. Eike Marx provides the strategic and financial discipline required to scale a deep-tech platform beyond the laboratory environment.

• Terra Quantum’s combination of current commercial traction and long-term technological advantage positions the company as a credible institutional opportunity within frontier technology.

• Rather than asking the market to invest in a theoretical future, Terra Quantum has already begun building the infrastructure for the emerging quantum era.

As global demand for next-generation computing and cybersecurity capabilities accelerates, Terra Quantum stands at the intersection of scientific innovation and enterprise-scale commercialization, a combination increasingly sought after by sophisticated institutional investors.

The SPAC as an Instrument of Serious Capital Markets Work

The SPAC structure has, at times, faced legitimate criticism, often associated with speculative listings and transactions that failed to deliver long-term investor value. While that chapter is well documented, it does not define the full potential of the structure when executed with institutional discipline and strategic intent.

• When led by experienced operators with genuine sector expertise, SPACs remain an effective pathway for bringing transformative companies to public markets.

• The structure enables deep-tech businesses to communicate long-term growth opportunities through forward-looking disclosure frameworks not always available in traditional IPO processes.

• It also allows management teams to align with strategic partners who understand the complexities of scaling frontier technologies globally.

• The proposed Terra Quantum and Axiom combination reflects many of these characteristics, combining institutional execution capability with a company that already demonstrates meaningful commercial traction.

• Existing Terra Quantum shareholders are expected to retain approximately 92% ownership of the combined company, highlighting strong insider conviction and long-term alignment.

• The transaction is expected to provide up to approximately $190 million in gross proceeds to support R&D, enterprise sales expansion, international growth across North America, Europe, the Middle East, and Asia-Pacific, as well as strategic acquisitions.

• The boards of both companies have unanimously approved the transaction, reinforcing confidence in the strategic rationale behind the combination.

The Terra Quantum and Axiom transaction represents what disciplined, credible SPAC execution can look like when applied to a company positioned at the forefront of next-generation technology infrastructure.

The People Who Made It Happen

Transactions like this one do not close on the strength of a term sheet. They close because specific people, across multiple organisations and time zones, show up with full commitment when it matters most.

Doug Ward’s public acknowledgement of his partners in this deal is worth reflecting on seriously, not because such acknowledgements are unusual, but because of how specifically and genuinely it was offered. Jonathan Deblinger and the team at Ellenoff Grossman & Schole, who worked through a long weekend to get the documentation across the line. Clemens Richter and the Terra Quantum team. Jenn Calabrese and her team at Calabrese Consulting. Natalie Bell and colleagues at Ogier. Jay Shepulski, Mark Deters, and the team at Withum. Swiss counsel Thomas Peter and Claudia Walz, who stepped up in a significant way at a critical juncture. Brandon Sun, Zac Costello, and the Cohen team.

The core Axiom team, Richard Dodd, Rob Dilling, Christoph Ackermann, Daniel Mamadou-Blanco, Sankalp Shangari, Dr. Claire Handby, Steven Leighton, and Christopher Ellis, whose internal debates, shared laughter, and willingness to stand up and be counted when the stakes were highest made the outcome possible.

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There’s a certain irony that one of the most important shifts in U.S. public markets infrastructure in decades arrived quietly, buried inside a 500-page SEC proposal with little public attention.

On May 19, 2026, the SEC released U.S. Securities and Exchange Commission Release No. 33-11418 on Registered Offering Reform, alongside a related proposal on filer status simplification. Together, they may represent the biggest effort to reopen U.S. public markets to smaller companies since the JOBS Act of 2012 and in some ways, go even further.

For founders considering a Nasdaq listing, SPAC sponsors pursuing de-SPAC transactions, small-cap CFOs restricted from shelf registration, or OTC issuers facing structural disadvantages, these proposals could be highly significant.

About This Analysis

This article draws on SEC Release No. 33-11418 (May 19, 2026), companion Release No. 34-105513, and publicly available analysis from Sullivan & Cromwell, Foley Hoag, and Akin Gump. It reflects the views of Welsbach’s and does not constitute legal or investment advice.

Welsbach is a global SPAC and capital markets advisory firm with deep experience across cross-border IPOs, de-SPAC transactions, PIPE structuring, and post-IPO capital markets strategy also operating as a U.S. registered broker-dealer, for U.S.-regulated activities under chaperone arrangement with Finalis Securities LLC

THE SETUP: HOW WE GOT HERE

To understand why these proposals are significant, you need to understand what the last five years actually felt like from inside the small public company ecosystem.

• Nasdaq and New York Stock Exchange tightened listing rules in 2023 and 2024, making it harder for weaker or early-stage companies to remain listed

• At the same time, older SEC rules remained focused on large-cap companies and did not reflect the realities of today’s small-cap market

• The $75 million public float requirement for Form S-3 prevented many small and newly public companies from accessing faster and more flexible fundraising tools

• The 12-month waiting period for shelf registration meant that recent IPO and de-SPAC companies often missed important market opportunities

• Many post-de-SPAC companies struggled with high compliance costs and limited financing options, leaving them at a disadvantage in raising follow-on capital

“The gap between closing and registered shelf financing collapses from a year to immediately.”

That was the world as of May 18, 2026.

WHAT ACTUALLY CHANGED

Release No. 33-11418 proposes to change the following, and the changes are not incremental:

1. The $75M Float Wall Is Gone

The current requirement that a company maintain at least $75 million in public float to use Form S-3 (Instruction I.B.1) and the entire “baby shelf” workaround structure that evolved under Instruction I.B.6, would be eliminated.

• Any reporting company that is current in its SEC filings and is not an “ineligible issuer” under Rule 405 would be entitled to use Form S-3

• Form S-3 makes fundraising faster, cheaper, and more flexible for public companies.

• Financing tools like ATMs, PIPEs, and shelf offerings are much easier to execute through Form S-3 than Form S-1.

• Small-cap companies could significantly reduce legal, operational, and financing costs under the new framework.

2. The 12-Month Seasoning Requirement Is Eliminated

• Currently, a company must have been subject to Exchange Act reporting requirements for at least 12 months before it can use Form S-3. Eliminated

• For newly public companies, including those that IPO’d in the traditional sense or completed a de-SPAC transaction, this means the post-IPO window is no longer a dead zone for registered secondary financing. Day one eligibility

3. Post-De-SPAC Companies Get S-3 Access Immediately

This one deserves its own paragraph because it has been one of the most persistent friction points in the SPAC ecosystem for the last three years.

• Under current rules, a post-de-SPAC company can only use Form S-1 for twelve months following the close of its business combination. Form S-1 is slower, more expensive, and operationally cumbersome compared to S-3.

• For a company trying to capitalize on a post-close momentum window or address near-term capital needs through an efficient registered offering, this limitation has been a genuine structural problem.

• Under the proposed rules, post-de-SPAC companies would be Form S-3 eligible immediately upon closing of the business combination.

4. State Blue Sky Preemption for All Registered Offerings

Currently, Blue Sky qualification, state-level securities registration, is required for registered offerings by unlisted issuers and creates meaningful cost and friction particularly in microcap transactions.

• The proposal would preempt Blue Sky requirements for all registered offerings

• For OTC-listed companies operating across multiple states, this eliminates a layer of compliance cost that has been a real barrier to efficient capital raising. Qualified-purchaser-based preemption would extend to OTCQX and OTCQB registered offerings

5. WKSI Benefits Extended to Many More Issuers

“Well-Known Seasoned Issuers” (WKSIs) in the parlance, have historically enjoyed a set of communication and offering flexibilities unavailable to smaller issuers.

• Chief among them: the ability to use free-writing prospectuses before effectiveness, make oral and written offers before filing, and access automatic shelf registration.

• The proposal would extend nearly all of these benefits to domestic companies with a listed class of common equity, regardless of public float or market cap

• In a market where deal-period communication has become a critical differentiator in competitive offerings, especially in the PIPE and registered direct markets, this extension of WKSI-style flexibility matters.

6. Form S-1 Backward Incorporation by Reference

Issuers that have not yet filed an annual report for their most recently completed fiscal year would be able to incorporate by reference into Form S-1. For newly public companies that don’t yet qualify for S-3 but want to conduct registered offerings without rebuilding a prospectus from scratch each time, this is a meaningful operational improvement.

7. The Compliance Burden Gets Scaled Dramatically

The companion filer status proposal is equally important, though less discussed.

• The large accelerated filer threshold moves from $700 million to $2 billion in public float. No company reaches large accelerated filer status until it has been public for five years

• The practical implication: approximately 81% of public companies would qualify for Smaller Reporting Company treatment, including scaled executive compensation disclosure, no pay-versus-performance tables, no say-on-pay, and critically, no SOX 404(b) auditor attestation requirement

• SOX 404(b) attestation is expensive. For small companies, it is often one of the largest single line items in their compliance budget. Its elimination for non-accelerated filers removes a material drag on the economics of being public

WHY THIS MATTERS MORE THAN THE PRESS COVERAGE SUGGESTS

The capital markets commentary on this proposal has, so far, been polite and moderate. That probably understates the significance.

Consider the compounding logic here.

A newly public Southeast Asian industrial tech company completing a Nasdaq de-SPAC in Q3 2026 would, under current rules, spend its first year restricted to Form S-1 offerings, facing higher financing costs, Blue Sky compliance burdens, limited access to shelf registration, and immediate large accelerated filer compliance expenses.

Under the proposed rules, that same company:

• Is Form S-3 eligible immediately on closing

• Can run an ATM program from day one

• Has Blue Sky preempted on its registered offerings

• Qualifies for SRC treatment (if under $2B float) with scaled reporting

• Has WKSI-style communication flexibility

• Does not need to rebuild its prospectus from scratch for each follow-on

The overall impact is more than a minor rule change, it meaningfully improves the economics and practicality of being a small public company in the U.S.

For the SPAC market, this is especially important, as many post-de-SPAC companies since 2022 have struggled with limited and inefficient access to capital. If adopted, the proposal would directly address several of those key financing challenges.

LONG-OVERDUE UPGRADE

Perhaps the most underappreciated element of this proposal is what it does for OTC-listed reporting companies, the OTCQX and OTCQB issuers who have been operating at a permanent structural disadvantage to their exchange-listed peers.

• Under current rules, OTC reporting companies cannot use Form S-3 and must comply with costly Blue Sky rules across all 50 states

• Without shelf registration access, every capital raise becomes slower, more expensive, and operationally difficult

• The proposal would allow eligible OTC issuers to access Form S-3 and benefit from Blue Sky preemption if they meet reporting and compliance standards

• Penny stock issuers and recent shell companies would still remain excluded

• For strong OTCQX companies with solid fundamentals and clean reporting histories, this could create a much easier path to efficient public market financing without an immediate uplisting

THE REGULATORY REVERSAL NOBODY IS CALLING BY ITS NAME

Beneath the SEC’s formal language is a clear underlying message recognized by small-cap market participants: this proposal represents a partial reversal of years of regulatory changes that gradually made U.S. public markets less accessible, less efficient, and less attractive for smaller companies.

• The 2005 shelf registration reforms were designed for a market environment supported by strong analyst coverage, active small-cap liquidity, and efficient market infrastructure.

• Over the past two decades, that ecosystem has steadily weakened, making it increasingly difficult for small public companies to thrive.

• Key challenges now include declining analyst coverage for sub-$500M companies, concentrated small-cap market-making, wider PIPE financing discounts, and fewer exit opportunities for early-stage investors.

• At the same time, compliance and reporting costs for public companies have risen significantly, reducing the economic advantages of remaining listed.

• Paul Atkins has tied these issues to a broader effort to revive the U.S. IPO market, which has seen the number of listed companies fall by roughly half since the late 1990s due to a deteriorating cost-benefit equation for smaller issuers.

These proposals don’t fix all of that. But they address several of the most consequential structural barriers.

“For the first time in years, the regulatory vector is pointing in the right direction.”

THE ECOSYSTEM IMPLICATIONS: WHO WINS, WHO WATCHES

(i) For Emerging Growth Companies (EGCs):

The 5-year post-IPO scaling accommodation, regardless of float, not just for companies that qualified as EGCs at the time of IPO, extends the runway meaningfully. Combined with the SRC threshold increase and the S-3 eligibility changes, the economics of the early-stage public company are materially improved.

(ii) For SPAC Sponsors and De-SPAC Companies

The immediate post-close S-3 eligibility is the headline change for this community. The PIPE market for de-SPAC transactions has been impaired in part by investor wariness about post-close liquidity and follow-on financing. An immediate shelf registration capability changes the calculus for both sponsors and target companies evaluating whether to use the SPAC pathway.

(iii) For PIPE Markets and Placement Agents

PIPE mechanics become more standardized and efficient across issuer types when the underlying registration access is more uniform. The extension of WKSI-style communication flexibility means more issuers can engage in deal-period conversations that are currently legally constrained. For placement agents, this is a structural tailwind.

(iv) For Underwriters and Bankers

The expansion of the eligible universe for shelf offerings and the associated ATM programs, RDs, and follow-on processes, means a materially larger market. For bulge-bracket firms, this is noise. For middle-market and regional banks focused on small-cap issuers, it is a meaningful business development.

(v) For Investors and Liquidity Providers

More issuers with functioning shelf programs means more efficient price discovery and more standardized offering mechanics. Investors who currently demand steep PIPE discounts to compensate for registration risk and deal friction will face a more competitive environment. Some of that pricing premium normalizes.

THE SKEPTIC’S CORNER (READ THIS BEFORE YOU CELEBRATE)

None of this is law yet. All of it is proposed.

The comment period for the registered offering rules is open for 60 days following Federal Register publication. The filer status companion rule comment period runs until July 20, 2026. Comments matter, these rules will be shaped by what practitioners, issuers, investors, and lawyers submit. If you have a view, this is the time to put it on paper.

Beyond the comment period, several risks are worth naming directly:

• The SEC is divided on these proposals, and political changes could still impact whether the rules are fully adopted.

• Easier S-3 access will not automatically help weak companies raise money if investors lack confidence in the business.

• Investors still remember the heavy dilution and poor outcomes from many post-SPAC and small-cap financing deals.

• While the SEC is easing fundraising rules, Nasdaq and New York Stock Exchange are making listing requirements stricter.

• The new rules still exclude high-risk issuers like penny stock companies and former shell companies to reduce fraud and market abuse.

THE ADVISORY MOMENT

Regulatory windows create opportunity, but only for issuers prepared to navigate them intelligently.

• The impact of SEC Release No. 33-11418 will vary from company to company based on factors like reporting status, public float, financing structure, and market strategy.

• Companies that understand the rules and structure their capital strategy carefully are more likely to benefit from the changes.

• Poor execution or weak advisory support could lead to issues such as ineligible issuer status or investor concerns around dilution.

Welsbach is well-positioned to help companies navigate these changes through SPAC advisory, investor access, and post-IPO capital markets expertise, especially across Asia and the U.S. corridor.

If the regulatory window opens, companies that move early and strategically are likely to secure better market terms than those that wait.

THE LONG VIEW

Is the SEC quietly trying to reopen the American public markets to smaller companies after years of systematically shutting them out?

The honest answer is: yes, partially, and with more sophistication than the headline framing suggests.

• The JOBS Act created an easier path for emerging growth companies to enter the public markets, and the new SEC proposal could further improve their ability to raise capital after listing

• Strong and accessible public equity markets are important for allowing companies of all sizes, not just large institutions, to access growth capital

• Over the last 20 years, the small-cap public market has weakened, reducing opportunities for smaller companies to participate in public markets.

• As a result, more growth-stage financing has shifted to private markets, which are often less transparent, less liquid, and harder for broader investors to access.

• While the SEC proposals are an important step, they alone will not fix deeper issues such as declining analyst coverage, weaker market-making, and tighter exchange listing standards.

But they are something more than window dressing.

These proposals signal that U.S. regulators may believe the market has become too restrictive for smaller companies and that improving capital access is once again a real policy priority. After years of tighter rules and rising barriers, SEC Release No. 33-11418 suggests the door to public markets may be reopening. Whether this leads to a stronger small-cap ecosystem will depend on the final rules, exchange standards, investor participation, and the quality of advisors helping companies navigate the transition.

“The rules of the game may actually be changing; The question is whether anyone is ready to play.”

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By 2022, the cracks were impossible to ignore. Rates were rising fast, and the speculative froth that had carried so many SPAC deals to absurd valuations had nowhere left to hide. De-SPAC stocks were falling off a cliff. Retail investors who’d bought into the hype were quietly and not so quietly taking losses. The SEC, which had always viewed the structure with a degree of suspicion, started making life considerably harder for sponsors.

By 2023, it wasn’t just a bad market. The damage felt permanent. Sponsors who couldn’t find decent targets were simply returning cash and calling it a day. Liquidations became routine. Deals dried up. The share of US listings accounted for by SPACs, which had hit 61% at the peak of the 2021 frenzy, had slid to 21% by 2023 and kept falling, bottoming out at 19% in 2024.

At that point, barely one in five companies going public was doing it via a SPAC. For a structure that had once seemed like it might swallow the entire IPO market whole, that was a brutal comedown.

Then, gradually, something shifted. The weakest sponsors had been flushed out. The regulatory framework, while stricter, had at least become predictable, teams could build around it rather than being blindsided by it. And a new set of macro conditions, geopolitical tension, onshoring of supply chains, defence spending, was throwing up exactly the kind of complex, hard-to-value assets that SPACs handle better than a traditional IPO ever could.

By April 2026, SPACs are back at 61% of all US listings. The pipeline holds 352 active vehicles, $54.4 billion in trust capital, and 111 live deals worth $62 billion in equity value.

The Welsbach Perspective

We operate precisely at the intersection where the 2026 SPAC resurgence is most consequential: AI, quantum computing, critical materials, technology metals, and the capital markets infrastructure that connects resource assets to global institutional investors.

The Evolution Metals transaction, the largest closed SPAC deal of 2026 at +$6.0 billion, is the clearest expression of Welsbach’s thesis: that the world’s most strategically important material assets require sophisticated capital markets execution to unlock their full value.

With 241 SPACs currently searching for deals and $44.5 billion in trust capital looking for a home, the advisory opportunity in this space has rarely been more acute.

As an advisor we help companies across the following:

• SPAC target identification & positioning

• De-SPAC transaction structuring

• Institutional investor access

• Nasdaq listing readiness

• Post-merger capital markets support

1. The Numbers That Demand Attention

Source: SPAC Research

In April 2026 alone, 16 SPAC IPOs priced at a combined $2.8 billion, while 17 S-1s were filed for a further $3.0 billion. Eight deals were announced in the month, representing $3.8 billion in equity value. Zero SPACs liquidated, suggesting that sponsors are now finding credible targets to merge with, instead of simply running out of time and shutting down their SPACs.

241 SPACs are currently searching for deals, holding $44.5 billion in trust. That is a substantial pool of motivated, time-constrained acquisition capital, and it will move.

2. From 19% to 61%: The Extraordinary Arc

To appreciate the scale of what’s happening, you need to see the full timeline.

In 2024, SPACs represented just 19% of all US listings, a trough carved by regulatory pressure, investor fatigue, and the wreckage of hundreds of de-SPAC transactions gone sour. In 2025, that figure recovered to 42% and surged to 61% in 2026 Year-to-Date (“YTD”).

For context, the market is now back at the same SPAC market-share levels seen during the peak of 2021, the era when SPACs dominated financial headlines, high-profile sponsors were everywhere, and billion-dollar blank-check vehicles were being launched almost weekly. At the time, many commentators framed SPACs as the future of public markets. In hindsight, much of that optimism proved excessive.

But the core advantages of the SPAC structure never fully disappeared.

What has changed meaningfully in 2026 is the calibre of the people running them. Today’s SPAC market is increasingly being led by experienced dealmakers, former investment bankers, private equity professionals, and sector-focused operators with genuine capital markets expertise, rather than celebrity-backed sponsors chasing attention and momentum.

3. May 2026: A Window Into the New SPAC

Source: SPAC Research

The listings filing through right now offer a revealing portrait of where SPAC capital is flowing. The diversity of targets and the credibility of sponsors is notably higher than the 2021 vintage. Several themes crystallise immediately:

• First, Defence and national security are everywhere. General Catalyst’s $350 million vehicle targeting aerospace, defence, and “software-defined defence platforms” is the most prominent signal, but Iron Dome Acquisition I (explicitly focused on Israeli cybersecurity and AI) and Irenic Acquisition (Irenic Capital’s foray into defence industrials) confirm the pattern. The geopolitical backdrop is doing the work that a favourable rate environment did in 2021.

• Second, hard assets and critical materials are back on the agenda. Keystone Acquisition’s focus on energy, minerals, and shipbuilding fits neatly into a wider macro trade around supply-chain sovereignty and commodity scarcity, themes with genuine institutional backing behind them.

• Third, the pedigree of sponsors has risen materially. General Catalyst doesn’t need SPACs for validation. The GSR V team, Co-CEOs Gus Garcia and Lewis Silberman, former heads of SPAC M&A and ECM at Bank of America and Oppenheimer respectively, are career capital markets professionals, not opportunists. RA Capital is a respected healthcare fund. This is a different breed of blank-check sponsor than the one that produced the 2021 wreckage.

4. The Underwriter Landscape: A Power Shift

One of the most telling structural shifts in the 2026 SPAC market is visible in the underwriter league tables. The old-guard bulge-bracket dominance has given way to a specialist ecosystem and the numbers are unambiguous.

Source: SPAC Research

Market activity remains highly selective, with stronger investor demand concentrated around differentiated targets, disciplined structures, and experienced underwriting teams.

The league tables highlight a clear shift toward SPAC-specialist firms capturing disproportionate market share versus traditional bulge bracket banks.

• Cantor Fitzgerald currently leads the 2026 SPAC underwriting league tables with ~$10.5Bn in volume sold across 48 transactions, representing a 21.46% market share.

• BTIG remains one of the most active platforms in the market with ~$8.3Bn across 43 deals, while Cohen Capital Markets continues to maintain strong momentum with ~$7.2Bn and 47 completed transactions.

• Firms such as Cantor, BTIG, Cohen, Clear Street, and D. Boral Capital have developed dedicated SPAC distribution, sponsor coverage, and PIPE execution capabilities that continue to differentiate them in the current environment.

The 2026 SPAC recovery appears increasingly execution-driven rather than momentum-driven, with investors prioritizing credible sponsors, realistic valuations, and sector-specific expertise.

The current cycle is rewarding firms that remained consistently active through the market downturn and continued investing in sponsor and institutional investor relationships.

The Bottom Line

The SPAC resurgence of 2026 is neither a bubble nor a quiet rehabilitation. It is something more nuanced: the survival and evolution of a capital markets tool that, stripped of the worst excesses of 2021, still performs a function that nothing else does quite as well, bringing complex, long-duration, often globally situated assets into the public markets with a degree of structural flexibility that a traditional IPO simply cannot offer.

Defence technology needs patient capital and confidential deal processes. Critical minerals need global investor access and credible market structures. Healthcare AI needs the ability to forward-project revenues that don’t yet exist. All of these are better served by a well-run SPAC than by the quarterly theatre of a traditional IPO roadshow.

The question in 2021 was whether SPACs could ever be good!

The question in 2026 is whether anyone doing them is actually good enough!

The 61% market share answers part of that question. The performance of the $62.2 billion in live deals currently working through the pipeline will answer the rest.

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The SPAC market has done something few expected: It's roared back!

After bottoming out at a humiliating 19% share of all U.S. listings in 2024, SPACs now command 61% of all U.S. listings in 2026, recapturing their 2021 peak with a ferocity that’s caught even seasoned bankers off guard. There are 352 active SPACs holding $54.4B in trust, 111 live deals worth $62.2B, and 78 SPAC IPOs priced in just the first four months of the year, versus only 49 traditional IPOs over the same period.

The numbers are staggering. The opportunity is real!

But here’s the thing nobody wants to say out loud: not all De-SPACs are created equal. The graveyard of 2021-era blank-check disasters proved that capital and hype, on their own, are a lethal cocktail. In 2026, the market is far more discerning, and the bar for a “high-quality” De-SPAC has never been higher.

So what actually separates the diamonds from the debris?

We at Welsbach, founded with a strong mandate to bridge high-growth Asian companies with global capital markets, are built precisely to answer that question.

With $20B+ in completed SPAC and capital markets transactions, a proprietary Target-to-SPAC Matching (TTSM) framework, and proven cross-border execution across Asia-West corridors, Welsbach represents the new breed of specialist De-SPAC advisor that this market demands.

Here’s the framework we as best practitioners are using!

1. The Target Has to Be Truly Public-Ready

A high-quality De-SPAC in 2026 starts with a business that can withstand the scrutiny of public markets:

• PCAOB-compliant audited financials,

• A defensible revenue model,

• A real management team capable of running a 10-Q process, and

• A credible path to profitability

The SEC’s tightened disclosure rules and the liability regime around forward-looking statements have raised the cost of bluster to prohibitive levels.

The best targets today bring: hard assets, contracted revenue, or proprietary IP to the table. Few such examples:

• Semiconductor equipment makers with 200+ patents and $84M in binding off-take agreements (Forge Nano)

• Rare-earth platforms recognized under the EU’s Critical Raw Materials Act (Mkango), or

• Lithium developers with completed Definitive Feasibility Studies and FAST-41 federal designation (US Elemental)

These aren’t concepts. They’re real businesses with real regulatory tailwinds.

2. The PIPE Is the Proof of Concept

If SPACs were the Wild West in 2021, the PIPE market is the new sheriff in town.

A well-subscribed, institutionally-anchored PIPE is the single most important quality signal in a modern De-SPAC. It tells you that sophisticated money, real, long-only, fundamental investors, have done the work and made a conviction bet. No PIPE, or a PIPE built entirely on retail sentiment, is a red flag waving at full mast.

The top transactions of 2026 are closing with committed PIPEs anchored by names like Cartesian Capital, GM Ventures, Hanwha Aerospace, and Volkswagen, not anonymous family offices from jurisdictions you’ve never heard of. When strategic investors with deep sector knowledge back the round, the signal-to-noise ratio shifts dramatically.

High-quality De-SPACs in 2026 are raising $30M–$300M+ in committed PIPE capital at deal announcement, often oversubscribed. Deals without that anchor increasingly struggle to cross the finish line.

As the SPAC market matures and institutional discipline returns, redemption rates are beginning to normalize. Investors are increasingly differentiating between speculative transactions and fundamentally credible companies with strong PIPE support, strategic sponsors, and clear execution pathways. In the recent De-SPAC transactions, sponsors and shareholders are choosing to stay invested rather than redeem, reflecting growing confidence in deal quality and long-term value creation.

3. Sector Tailwinds Clever Structuring

The 2021 vintage taught everyone a painful lesson: a clever structure cannot save a bad business in a headwind.

In 2026, the sectors with the most durable De-SPAC momentum are those riding genuine macro tailwinds.

4. The Advisor in the Room Makes All the Difference

Capital markets execution is not a commodity. In a complex, multi-party transaction with:

• SEC oversight,

• PIPE placement,

• Shareholder management and

• Post-merger integration ~ all running simultaneously

Welsbach is the variable that separates a clean close from a catastrophic unwind.

We bring three things:

• Institutional relationships that unlock real PIPE capital

• Regulatory fluency across jurisdictions and

• A post-merger operating playbook that keeps the newly public company from stumbling the moment the ticker goes live.

In a market this selective, generalist advice is not just unhelpful, it’s expensive.

The Bottom Line

The SPAC renaissance of 2026 is real, but it is ruthlessly selective. The market is no longer rewarding ambition alone. It is rewarding execution, quality, and the disciplined matching of the right target with the right sponsor, the right PIPE, and the right advisor at precisely the right moment.

5 Hallmarks of a high-quality De-SPAC in 2026:

1. Public-ready target: PCAOB financials, real revenue, defensible IP

2. Institutionally-anchored PIPE: Committed at announcement, anchored by strategic names

3. Low redemption rate: Engineered through investor engagement, not hopeful thinking

4. Sector tailwind alignment: Critical minerals, AI infrastructure, nuclear, defense-tech

5. Welsbach is your best-in-class execution advisor: Full-stack, cross-border capable, with live transaction proof

The blank check has been cashed. The question now is whether your deal deserves to be on that list!

Exploring growth capital or a U.S. listing? Partner with the Welsbach team to make it happen. Reach Us: Click Here

• Website: https://welsbach.group/

• Contact Us: Click Here

• Email: contact@welsbach.sg

Visit our website at Welsbach Group to learn more about our services and expertise.

Quick Macro TL;DR

Ceasefire in name only, by early May, the Strait of Hormuz had turned into an active combat zone with US–Iran exchanges, drones, and missile strikes, setting the UAE’s Fujairah terminal ablaze and driving Brent Crude above $112 (vs. $61 at the start of the year).
Against this backdrop, the Fed is effectively frozen: April’s hold at 3.5%–3.75% came with an 8–4 split, the most fractured since 1992, as hawks dig in on energy-led inflation and doves flag a weakening labor market.
Enter Kevin Warsh, clearing a historic partisan confirmation and signaling a regime shift, scrapping the dot plot and backing preemptive cuts on an AI-driven disinflation thesis, yet markets aren’t buying it, pricing a prolonged hold amid stubborn inflation and elevated oil. Net: a weaponized oil artery, a divided Fed mid-transition, and policy paralysis at precisely the wrong time.

THE GOOD:

• Markets Roared Back with S&P and Nasdaq at All-Time Highs. The S&P 500 surged 13% from late-March lows to a record 7,230, with the Nasdaq hitting 25,114, the sharpest rally since April 2020, fuelled by blowout earnings and ceasefire optimism. Patient capital that is held through the drawdown is being rewarded.

• Corporate Earnings Are Delivering, Emphatically. 84% of S&P 500 companies beat Q1 estimates, the highest rate since Q2 2021, coming in 20.7% above expectations. Communication Services and IT led with 53% and 50% earnings growth respectively, fuelled by the AI supercycle

• Labor Market Holds Firm. Jobless Claims Hit a 57-Year Low. Initial claims fell to 189k, the lowest since 1969, with continuing claims at a two-year low. Companies are holding onto workers even as macro uncertainty mounts

THE BAD:

• Gold’s Safe-Haven Fade. Gold plunged 5% in early May amid US-Iran escalations, dollar strength, and persistent inflation fears, down to ~$4,553/oz, eroding its regime hedge status

• Fed Dissent Highlights Policy Strain. Highest internal split since 1992 at April meeting, dot plot shows just one 2026 cut amid elevated inflation, Powell succession adds uncertainty

• The Yen’s Warning Signal: The Japanese Yen collapsed to 160/dollar in late April, forcing suspected BOJ intervention. A rampant dollar is tightening financial conditions globally, squeezing emerging markets and multinationals on debt and operations alike

SPACs Regain Leadership: Market Share Peaks as Issuance and Pipeline Strengthen

• SPAC Dominance Reasserts Itself: SPACs captured 61% of all US IPO market share by count through April 2026, matching the 2021 peak, driven by consistent monthly issuance, with 16 SPAC IPOs priced in April alone raising $2.8 billion, and 17 S-1s filed signalling a strong forward issuance runway.

• April Activity Reflects Broad-Based Momentum: Monthly deal activity in April 2026 included 8 deals announced at $3.8 billion equity value and 1 deal closed at $0.8 billion, with zero SPACs liquidated, underscoring both accelerating deal formation and improved capital preservation across the SPAC ecosystem.

• Pipeline Signals Substantial Near-Term Conversion Potential: As of April 30, 2026, the market hosts 352 active SPACs ($54.4 billion), including 111 live deals representing $62.2 billion in equity value, alongside 75 pre-IPO vehicles ($9.4 billion), pointing to an exceptionally deep and well-capitalised deal funnel.

• 2026 Year-to-date (“YTD”) Outperforms on Both Volume and Value: SPAC IPO issuance stands at 80 priced with 75 pending, and 11 deals have already closed ($16.9 billion EV) against just 2 liquidations ($0.6 billion), while the top closed deal, Xanadu (XNDU), trades at $29.19, affirming that quality post-merger performance is increasingly validating the SPAC structure as a credible path to public markets.

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Fundraising in the USA

Private Markets: Growth Equity Engine Stalls Amid Liquidity Crunch

• Fundraising momentum weakens sharply: US growth equity stands at $14.9B in 2026 YTD vs. $51.6B in 2025 (-71% YoY), with fund count down from 77 to 17 (-78% YoY), reflecting a steep pullback in capital formation.

• Post-peak normalization continues: After peaking at $102.6B (172 funds) in 2021, fundraising has trended -43% (2022), +10% (2023), -9% (2024), -13% (2025), indicating a sustained downcycle.

• Reverting to historical levels: Despite scaling from $10.3B (2009) to $102.6B (2021), the 2026 run-rate signals a reset toward pre-2013 levels, driven by LP overallocation and weak distributions.

Public Markets: SPAC Engine Hits Multi-Year Peak

• US IPO Market YTD (Jan–Apr 2026): 127 total IPOs priced (78 SPACs + 49 traditional);

• SPAC issuance surged to $11.8B in Q1 2026, up from just $3.0B in Q1 2025, a near fourfold increase that pushed SPAC activity back to its 2021 peak levels and accounted for a major share of total US issuance

SPAC Engine in Full Throttle: Robust Issuance Meets Deep Deal Pipeline

Source: SPAC Research

• Dominance: SPACs account for 61% of all US IPOs by count in 2026, matching the 2021 all-time peak, up sharply from 19% in 2024 and 42% in 2025

• April Activity: 16 SPAC IPOs priced ($2.8B) alongside 14 traditional IPOs, with 17 new S-1 filings adding $3.0B to the forward pipeline

• Deal Flow: 8 new deals announced ($3.8B EV) and 1 deal closed ($0.8B EV) in April, with zero SPAC liquidations

• YTD Issuance: 80 SPAC IPOs priced ($16B) with 75 pending ($9B); total 2026 SPAC IPO pipeline stands at 155 vehicles ($25B)

• Dry Powder: 352 active SPACs hold $54.4B in trust capital

• Hunting Mode: 241 SPACs actively searching for targets, representing $44.5B in deployable capital

• Live Deals: 111 announced but unclosed deals represent $62.2B in equity value, the deepest live pipeline since 2022

• Closed YTD: 11 deals closed at $16.9B EV with only 2 liquidations ($0.6B), strongest conversion ratio since 2021

• IPO Pipeline: 75 pre-IPO SPACs queued, potentially adding $9.4B to the market

Source: SPAC Research, as of Apr 30, 2026, *Equity Value

SPAC IPOs (Apr’26)

Market activity remained robust in April, with SPACs sustaining their dominant position in the U.S. IPO landscape and reclaiming a significant share of all new U.S. listings year-to-date, matching the peak seen in 2021

• April Activity: Issuance held firm with 16 SPAC IPOs pricing during the month, raising $2.8 billion in capital, supported by 17 S-1 filings worth $3.0 billion signalling a healthy forward pipeline

• Deal Mix: The month recorded 8 new merger announcements totalling $3.8 billion in equity value, though deal closings slowed to just 1 transaction worth $0.8 billion; notably, zero SPACs were liquidated, reflecting continued sponsor confidence in completing combinations

• Largest Transactions: The active deal pipeline remains substantial, with 111 live deals carrying a combined equity value of ~$62.2 billion; standout pending combinations include United Hydrogen Group (~$1.6 billion EV) and VERAXA Biotech (~$1.6 billion EV), spanning Energy and Healthcare sectors across Asia and Europe respectively

Source: SPAC Research

Heatmap: Growing Sectors and Geographies

Growing Sectors in SPACs:

• Energy: Leads activity with 3 of the top 10 live SPAC deals, including United Hydrogen Group (~$1.6 billion EV, Asia) and GreenRock (~$475 million EV, Europe), alongside multiple closed 2026 deals in Presidio Petroleum and Eagle Energy Metals, underscoring persistent investor appetite for both clean energy transition and resource-backed opportunities

• Healthcare: Accounts for 2 of the top 10 live deals, represented by CUBEBIO (~$375 million EV, Asia) and VERAXA Biotech (~$1.6 billion EV, Europe), reflecting continued capital commitment to biotech and healthcare platforms across international markets

• Materials: Contributes 2 of the top 10 live deals via US Elemental (~$586 million EV) and Sio Silica Corporation (~$758 million EV), complemented by the landmark closed transaction in Evolution Metals (~$5.9 billion EV via Welsbach Technology Metals), signalling strong conviction in critical minerals and resource-driven businesses

• Technology: Represents 1 of the top 10 live deals (Boost Run, ~$614 million EV) while dominating the 2026 closed deals leaderboard with Xanadu (~$3.6 billion EV), Infleqtion (~$1.8 billion EV), and Horizon Quantum (~$644 million EV), affirming sustained demand for scaled, high-quality technology combinations

• Financials: Present across 2 of the top 10 live deals, including Embed Financial Group (Global) and Leading Group (Asia), alongside CoinShares (~$1.5 billion EV) in closed deals, reflecting continued interest in fintech and cross-border financial platforms

Leading Geographies:

• United States: Overwhelmingly the dominant execution market, accounting for the majority of 2026 closed transactions across Technology, Energy, and Industrial sectors, and hosting the largest share of SPACs actively searching for deals (241 vehicles holding ~$44.5 billion)

• Asia: Features prominently across live deals in Energy, Healthcare, and Financials, with three of the top 10 live transactions targeting Asian businesses, reinforcing the region’s role as a key sourcing market for cross-border SPAC activity

• Europe / EEMEA: Represented across live and closed deals in Healthcare (VERAXA Biotech, Europe), Energy (GreenRock, Europe), and Financials (CoinShares, Europe; Gadfin, EEMEA), indicating steady and diversified cross-border participation beyond the US and Asia

Conclusion

The April 2026 SPAC data signals a market that has moved to full expansion mode. SPACs have reclaimed a 61% share of all US listings, matching the 2021 peak and confirming that prior highs are no longer a ceiling but a launchpad. The YTD pipeline remains deep, with 352 active SPACs holding over $54 billion and 111 live deals representing $62 billion in pending equity value. Monthly issuance has stabilised at elevated levels, deal announcements continue to accumulate, and the complete absence of liquidations in April underscores robust and unwavering sponsor conviction. With 75 SPACs still in pre-IPO stage and a broadening sector and geographic mix spanning Technology, Energy, Materials, and Healthcare across the US, Asia, and Europe, the structural conditions are not merely supportive, they are the foundation of a market operating at all-time highs and building momentum into the second half of 2026

Connect with Us

Welsbach is a leading cross-border SPAC and capital markets advisory firm founded in 2021, focused on connecting high-growth companies, particularly from Asia and other innovation hubs, with institutional capital markets. Leveraging deep regulatory expertise and global institutional networks, Welsbach delivers end-to-end SPAC and capital markets solutions to help visionary companies access public market liquidity.z

Exploring growth capital or a U.S. listing? Partner with the Welsbach team to make it happen. Reach Us: Click Here

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We Are The Bridge Between Capital and the Critical Future

Welsbach’s edge lies in understanding that the transition from private to public entity is not just a financing event. It is a transformation that requires sector expertise, institutional relationships and a deep understanding of capital markets architecture. That is the kind of bridge only a specialist platform can build.

The World’s Most Valuable Address

Ambitious founders across global innovation hubs share a common aspiration: a listing on NASDAQ

It is not merely prestige. It is access to the deepest, most liquid, most institutionally connected equity market on the planet. A Nasdaq listing transforms a company’s cost of capital, its brand credibility, its ability to attract talent, and its velocity for further transactions.

In 2026 Year-to-Date (“YTD”) alone, 62 SPAC IPOs priced on U.S. exchanges for a combined $13.2 billion in gross proceeds. 17 de-SPAC transactions were announced for a total enterprise value of $18.7 billion. 10 closed, at an average share price of $8.15, a quiet but meaningful signal that the post-merger performance story is improving.

The blank cheque is back. And this time, it has grown up.

What Is a SPAC, Actually?

Before diving into why it works, let us be precise about what a SPAC actually is, because the myth around it, both good and bad, has been relentless.

A Special Purpose Acquisition Company is a shell corporation that:

• Raises capital through a traditional IPO and deposits it in a trust

• Lists on an exchange (typically Nasdaq or NYSE) with a mandate to find an acquisition target

• Has 18–24 months to identify, negotiate, and close a merger with a private operating company

• Upon closing (the “de-SPAC”), the private company effectively steps into the SPAC’s public listing

For the private company (“the target”), this is transformative:

• It does not file its own S-1,

• It does not run its own roadshow into a volatile market,

• Instead, it negotiates a valuation upfront, accesses committed capital, and arrives at Nasdaq with a known share price, a known structure, and a known sponsor network behind it.

The SPAC is, in essence, a pre-funded express lane to the public markets.

Why is the SPAC Route Gaining Serious Ground Again

1. The Traditional IPO Is a Gamble

A conventional IPO asks a company to:

• File an S-1 and endure months of SEC review

• Conduct a roadshow across institutional investors with no certainty of outcome

• Price the offering into whatever market conditions happen to exist that week

• Accept whatever valuation the book-building process delivers

For complex companies, especially those operating across countries, still early in revenue, or needing more explanation, the IPO process can be very difficult.

• Market conditions can change quickly and hurt your chances

• Even a bad week in tech stocks can cut your expected valuation by 30%

In short, the process is risky and heavily dependent on market timing.

The SPAC, by contrast, allows for pre-negotiated pricing, forward-looking financial projections (subject to new post-2024 regulatory discipline), and sponsor alignment from day one.

2. Faster Time to Market

A traditional IPO from filing to listing typically takes 12–18 months. A de-SPAC transaction can close in 6-8 months from announcement.

In sectors where timing is strategic ~ critical minerals, clean energy, defence technology, quantum computing, speed is not a luxury. It is a competitive advantage.

3. The Sponsor Network Is a Real Asset

The best SPAC sponsors bring far more than cash. They bring institutional investor relationships, sector knowledge, board-level governance experience, and post-merger operational support.

The post-2024 SPAC ecosystem features predominantly experienced operators with proven track records, not the celebrity-endorsed blank cheque vehicles of 2021. Sponsor promoted shares are now routinely tied to post-merger stock performance, aligning incentives across the full value chain.

4. Committed Capital vs. Market Risk

In a traditional IPO, capital only flows if the book is fully built, right up until pricing. In a de-SPAC, the SPAC’s trust account provides committed capital from the moment the deal is announced. Supplementary PIPE financing (Private Investment in Public Equity) further backstops the transaction.

This is structurally far less vulnerable to market volatility windows, a feature that proved especially relevant in Q1 2026, when Middle East conflict and rising energy prices triggered a sharp risk-off sentiment and pushed the S&P 500 to its worst quarter since 2022.

5. A Credentialled Listing for Complex Stories

Many of the most strategically important companies of our era, advanced nuclear, fusion energy, photonic quantum computing, rare earth supply chains, have stories that are difficult to communicate in a traditional IPO roadshow. They require:

• Investor education

• Sponsor credibility

• A structure that allows for patient, committed capital

The SPAC is increasingly that structure.

Why They Chose the Blank Cheque & NASDAQ

Xanadu demonstrates how a cutting-edge quantum computing company can accelerate from lab innovation to public markets, leveraging a SPAC merger to overcome valuation complexity and capitalize on Nasdaq’s credibility in just six months.

Controlled Thermal Resources highlights how a strategically structured SPAC transaction enabled a capital-intensive, geopolitically relevant energy and minerals platform to access public funding at scale, positioning it as a $4.7B critical minerals leader.

Evolution Metals illustrates how the SPAC route can bridge credibility gaps for critical supply chain players, rapidly transforming a niche rare earths operator into a Nasdaq-listed company aligned with global demand for secure, China-independent sourcing. Welsbach advised on a landmark SPAC merger that successfully combined its acquisition vehicle with Evolution Metals, culminating in a Nasdaq listing (EMAT) and one of the largest critical minerals de-SPAC transactions of 2026.

The New Rules: Nasdaq Raises the Bar

It would be incomplete to celebrate the SPAC renaissance without acknowledging the structural reforms that make it credible.

On April 15, 2026, Nasdaq filed enhanced SPAC IPO listing standards (SR-NASDAQ-2026-033), operative from May 15, 2026. Key changes include:

• Increased minimum market value for Nasdaq Global Market SPACs: raised from $75 million to $100 million

• New SPAC-specific listing standard for the Nasdaq Capital Market, including increased public shareholder, public float, and market maker requirements

• Further alignment with NYSE and NYSE American listing standards

The practical impact on volume is likely modest, only one SPAC IPO in Q1 2026 priced below $100 million. But the signal is unmistakable: Nasdaq is deliberately raising entry thresholds to ensure SPACs arrive at market with sufficient scale, institutional participation, and liquidity.

For target companies, this is net positive. Larger, more institutionally anchored SPAC vehicles provide better price support, deeper investor networks, and more credible post-merger governance.

The 2024 SEC reforms, enhanced disclosures, co-registrant requirements, removal of the PSLRA safe harbour for forward-looking statements, similarly raised the quality floor. The institutional capital that fled SPACs in 2022-2023 has returned precisely because the regulatory framework now looks more like a traditional IPO in terms of investor protection.

The Numbers Behind the Narrative

Who Should Be Paying Attention

The SPAC-to-Nasdaq pathway is not for everyone. It is specifically well-suited for:

• Companies in complex, high-growth sectors where the story requires investor education (quantum computing, critical minerals, fusion energy, advanced defence technology, clean energy infrastructure)

• International companies seeking U.S. institutional capital without the full burden of a traditional IPO process

• Companies with strong unit economics but limited near-term revenue visibility, where forward-looking projections are essential to the investment thesis

• Cross-border businesses with multi-jurisdictional structures that a traditional S-1 process would struggle to accommodate cleanly

• Companies that need speed, whether to capture a market window, close a government contract, or deploy capital before a competitive dynamic shifts

For these companies, the SPAC is not a consolation prize. It is the optimal instrument.

The Bottom Line

The blank cheque has been redeemed, reformed, and rehabilitated.

The SPAC of 2026 bears little resemblance to the celebrity-endorsed fever dream of 2021. It is disciplined. It is institutional. It is increasingly governed by listing standards that demand real scale and real investor commitment. And it remains, for the right company in the right sector at the right moment, the most strategically powerful route to the world’s most important capital market.

Nasdaq is the promised land of global equity capital. The SPAC, when properly structured with experienced sponsors and sector-specialist platforms like Welsbach, is the fastest, most reliable road in.

The companies that understand this are already on their way.

Exploring growth capital or a U.S. listing? Partner with the Welsbach team to make it happen. Reach Us: Click Here

• Website: https://welsbach.group/

• Contact Us: Click Here

• Email: contact@welsbach.sg

Look at the data from SPAC Research above!

353 active SPACs. $54.8 billion in total capital. 241 of them in active search mode, representing $44.8 billion looking for a home. 112 live deals already in progress, with an aggregate enterprise value of $62.1 billion against $10 billion in IPO proceeds.

That is not a niche market. That is a serious, institutionally backed capital formation machine that is running right now, and that has private company founders and CEOs as its primary counterparty.

The question is whether you are at the table or on the sidelines.

What the numbers actually mean

When a SPAC is in search mode, it is operating under pressure. The sponsor has raised capital, the clock is running, and they need to find the right target before their window closes. That structural urgency creates negotiating leverage for private companies that are ready and properly positioned.

241 SPACs searching simultaneously means more conversations, more competition among sponsors for quality targets, and more optionality for the businesses that show up prepared.

This is not 2020 or 2021. That era, when almost any company with a deck and a growth story could find a willing SPAC, is gone. What we have today is arguably more valuable. A market that has survived a correction, absorbed painful lessons, and rebuilt itself around real diligence and institutional discipline.

In that environment, the right company, properly positioned, wins on better terms than anything the 2021 frenzy produced.

The bar has moved. Significantly.

SPAC sponsors are not writing blank checks. They are doing real diligence. They are thinking hard about what will hold up to post-merger institutional scrutiny, SEC review, and PIPE investor expectations.

China, as a source of deSPAC targets, has largely exited the picture. The US regulatory environment, the political climate around Chinese listings, and the reputational risk embedded in cross-border structures involving Chinese assets have made this geography a non-starter for most sponsors. That pipeline space has not disappeared. It has been redistributed.

European companies are filling it. Southeast Asian businesses are filling it. Indian companies are beginning to move with more conviction. The logic is straightforward: Western capital markets want international diversification, but they want assets in jurisdictions they can underwrite, with governance structures they recognise and trust.

If your company is headquartered in Europe, Southeast Asia, or South Asia, you are operating in a geography that SPAC sponsors are actively prioritising right now. That is a structural tailwind, and it is available to you today.

Japan: the great absence

Japan continues to sit on the sidelines, and it is striking.

Japan has world class companies, deep industrial infrastructure, and significant assets in sectors, critical materials, advanced manufacturing, energy transition technology, that would price well on Nasdaq and attract serious institutional capital. Yet the cultural resistance to the SPAC route, the complexity of cross-border structuring, and a long-standing preference for domestic capital formation have kept Japanese founders almost entirely out of the conversation.

That is a choice. But it is also a compounding opportunity cost.

Access to US public markets through a deSPAC is not simply a listing event. It is a liquidity event for founders and early investors, a capital formation platform for growth, and a global brand positioning exercise, all executed simultaneously. Japanese companies that remain anchored to domestic options are not just missing capital. They are missing the valuation uplift, the investor base diversification, and the strategic visibility that Nasdaq access delivers.

The window will not wait indefinitely.

Why the timing matters more than most founders realise

Market windows in capital markets are not permanent features. They open, they develop, and they close. The dynamics creating this opportunity today are a function of several converging factors: post-correction SPAC discipline, a recovering M&A environment, a Nasdaq that has absorbed the rate cycle, and a geopolitical context that is actively pushing Western capital toward trusted jurisdictions outside the US.

All of those factors are real. None of them are guaranteed to persist at the same intensity.

The 112 live deals currently in progress will close. The 241 SPACs in search mode will either find targets or liquidate. The pipeline replenishes, but it does not replenish on a schedule that accommodates founders who are simply not ready.

Readiness is the variable you control.

What readiness actually looks like

Getting ready for a deSPAC is not a six-week exercise. It requires structured financials, a defensible equity story, a management team that can face institutional investors with credibility, and a transaction architecture that aligns founder interests with SPAC sponsor economics and PIPE capital expectations.

Most private companies are further from that bar than they think. Not because they lack the underlying quality, but because they have never had to package themselves for a US institutional audience.

That packaging is learnable. That preparation is executable. But it takes time, and it takes a clear-eyed view of where the gaps are before you walk into a SPAC sponsor conversation.

The data above tells you the demand side of this market is active and capitalised. $44.8 billion is searching right now.

The only real question is whether your company will be one of the opportunities that capital finds.

Daniel Mamadou-Blanco

In 2026, PIPE isn’t raised, it’s engineered. As redemption rates hollow out SPAC trusts and volatility rewrites investor risk appetite in real time, the difference between a deal that closes and one that stalls lies in how intelligently the capital stack is constructed. This is where Welsbach steps in, not as an intermediary, but as architects, structuring conviction, aligning institutional capital early, and turning a fragile fundraising process into a de-risked execution strategy.

Markets Are Climbing, But Not Comfortably

Q1 2026 reminded everyone how quickly sentiment can turn. The year began on shaky footing, with growth stocks under pressure and macro uncertainty driving volatility across asset classes. The NASDAQ Composite Index fell sharply in the first quarter, while the Volatility Index (VIX) spiked as geopolitical tensions and energy shocks unsettled investors.

But markets rarely move in straight lines. By April, risk appetite had returned meaningfully. Equities rebounded, led by large-cap tech, and broader indices recovered most of their early-year losses. The Nasdaq, while still down ~6–7% YTD, has staged a strong comeback from its lows, and the VIX has cooled to the ~17–19 range, signaling that volatility has eased, but not disappeared.

The takeaway: this isn’t a euphoric rally. It’s a market grinding higher, with investors still pricing in uncertainty.

PIPE Markets: From Excess to Execution

Against this backdrop, the PIPE market has evolved into something far more measured than its earlier incarnation.

• 2023: $33.8B raised across 800+ PIPE deals, demonstrating resilience even amid public market volatility

• 2024-25: Activity normalized, with capital becoming more selective and aligned to fundamentally stronger transactions rather than broad-based issuance

• 2025: $2.7B in De-SPAC PIPEs ~ not a collapse, but a recalibration toward disciplined deployment

• Q1 2026: $18.7B in announced De-SPAC EV, indicating a credible and active forward pipeline

At the same time, the structural reset is clear:

• Around 220 active SPACs today versus 600+ IPOs in 2021

• Post-merger performance realities (average de-SPAC down 40%+ from peak) have reset underwriting standards and investor expectations

The result is a healthier ecosystem, smaller, more selective, and increasingly execution-driven. Not the speculative surge of 2021, but a market that is rebuilding on stronger foundations.

What is PIPE and why does it matter now more than ever?

A PIPE is a mechanism where institutional investors, hedge funds, family offices, asset managers, sovereign wealth vehicles, invest directly into a publicly listed (or about-to-be-listed) company at a negotiated price, bypassing the traditional public offering process.

• Speed: closes faster than a registered offering, days to weeks, not months

• Certainty: committed capital at announcement, reducing execution risk

• Signal: sophisticated institutional endorsement of the deal or company at closing

• Bridge: fills the gap when SPAC trust redemptions hollow out the balance sheet

In the SPAC world specifically, PIPE is no longer optional decoration, it is a load-bearing structure. As redemption rates routinely exceed 85-98% at closing, the PIPE is often the only real cash a de-SPAC company receives on day one.

In Q1 2026, average redemption rates on closed de-SPACs hit 83.7%. For context: the largest deal of the quarter saw 99% redemptions. Without a PIPE, the company lands public, undercapitalized, and exposed.

The Anatomy of Q1 2026 PIPE activity

10 de-SPAC transactions closed in Q1 for a combined enterprise value of $15.1B. Here is how the PIPE capital stacked up across the most notable closings:

Announced deals with notable PIPE structures (Q1 2026)

5 de-SPAC transactions announced in Q1 carried PIPE or alternative financing components worth watching:

Why PIPE is harder to close in 2026

The PIPE investor of 2026 is not the tourist of 2021. They have scar tissue, refined terms, and a threshold question that wasn’t asked three years ago: what happens if 95% of the trust walks out?

• Redemption arithmetic is brutal. Average redemptions of 83.7% in Q1 mean PIPE capital often is the company’s entire go-forward cash position. That raises the bar and the ask substantially

• Market volatility compresses windows. With VIX at 25 and geopolitical risk (the Iran conflict triggering oil price spikes in late February), institutional investors are sitting on their hands longer before committing.

• The AI rotation is real and disorienting. Software sector PIPE investors are re-underwriting their thesis: is AI a tailwind for the company, or is it building a competitor in the background?

• The Fed is no longer the cavalry. Markets have priced out rate cuts in 2026 entirely. The cost of capital is not coming down. That means PIPE investors demand higher returns, tighter terms, and faster exits.

• PIPE structures are getting more complex. Convertible notes, non-redemption agreements (NRAs), forward purchase agreements (FPAs) and equity lines of credit (ELOCs) are now standard toolkit items, not emergency measures.

Why PIPE is smarter in 2026, if you know what you’re doing

For investors who can stomach volatility and think in 18–36 month horizons, the Q1 2026 data reveals a genuinely interesting picture:

• Avg. share price of Q1 2026 de-SPAC closings: $8.15, materially above the 2025 troughs of $2–$3 in June–July 2025. The market is improving.

• Top performers show serious upside: USA Rare Earth (USAR) at $15.14, Presidio Petroleum (FTW) at $11.02, CoinShares (CSHR) at $11.00, all above the $10 trust floor by meaningful margins.

• Oversubscribed PIPEs are back. The General Fusion PIPE was oversubscribed. That is not a 2021 enthusiasm signal, that is a quality signal. The deal had 34 peer-reviewed publications, 210 patents pending, and $400M+ in cumulative prior funding.

• Critical minerals and energy transition are the PIPE magnet of 2026. Of the five most significant announced de-SPACs in Q1, four touched energy, uranium, critical minerals, or geothermal. The US national security narrative is doing real work here.

• $52B in SPAC trust capital is still sitting, seeking mergers. 231 SPACs are actively looking for targets with an average of $185M in trust and 716 days remaining. That is a significant pipeline of potential PIPE needs over the next 18–24 months.

Key insight for PIPE allocators: the deals getting done in 2026 are not the deals that couldn’t get done any other way, they are the deals where the sponsor, advisor, and company have earned institutional conviction through substance, not hype. That is a healthier market, not a broken one.

The Bottom Line

The PIPE market in 2026 is doing exactly what a maturing market should do: sorting. It is sorting deals with substance from deals with slide decks. It is sorting sponsors with networks from sponsors with a contact list. And it is sorting capital that can weather 83% redemptions and a VIX at 25 from capital that assumed the 2021 playbook was a permanent condition.

The apocalypse that was supposed to kill the SPAC market did not arrive. Instead, something more interesting happened: the market got selective. And in selectivity, there is opportunity for those who know where to look.

Exploring growth capital or a U.S. listing? Partner with the Welsbach team to make it happen. Reach Us: Click Here

• Website: https://welsbach.group/

• Contact Us: Click Here

• Email: contact@welsbach.sg

In today’s SPAC market, capital is available, but true readiness is built

In a market where 220+ SPACs are chasing targets, capital is easy, credibility is not, and truly public-ready companies are in short supply.

But speed here isn’t a shortcut; it’s a compression of the entire public market journey into a much tighter window. Less time to prepare means less room for error. Every assumption is tested faster, every gap is exposed earlier, and every weakness is priced in more aggressively.

A SPAC isn’t a shortcut; it compresses timelines and intensifies scrutiny, rewarding the prepared and exposing the rest, often in public, and at a cost.

So before leaning in, the real question is: are you actually SPAC-ready, and if you are, why can this route outperform a traditional IPO?

Why SPAC Over Traditional IPO?

• Speed: 6-8 months vs. 12-18 months for a traditional IPO. At an inflection point, timing isn’t a benefit, it’s leverage.

• Valuation certainty: Priced through negotiation, not a volatile book-build. You lock in outcomes before you step in.

• Cost efficiency: Lower transaction drag, more capital retained for growth, not fees.

What follows is the filter, how serious sponsors distinguish investable, go-public-ready companies from those that simply aren’t there yet.

The SPAC Readiness Framework

Here’s how institutional investors and SPAC sponsors filter serious contenders:

1. Valuation

SPAC structures come with sponsor economics (the “carry”), which introduces dilution, making scale critical. Smaller transactions struggle to absorb this efficiently, while larger deals maintain value integrity.

If your company is undervalued in your local market, but comparable U.S.-listed peers are trading at stronger multiples, a SPAC can act as a valuation bridge, unlocking that gap.

2. Defensible Valuation = Market Trust

It’s about what public market investors are willing to believe and back with capital.

What you need to prove it:

• Comparable companies: Where do similar listed companies trade?

• Strong KPIs: Revenue growth, margins, unit economics, numbers that stand up to scrutiny

• Forward visibility: Clear, realistic projections, not overly optimistic stories

• A tight narrative: A simple, convincing story that aligns your numbers with your growth potential

3. Clear Use of Proceeds

A SPAC isn’t just a capital raise, it’s growth capital with accountability. Investors need to see exactly how their money translates into value creation.

What you must clearly articulate:

• Where is the capital going?

• What milestones will it unlock?

• How does it accelerate your growth trajectory?

Strong, credible use-of-proceeds examples:

• Market Expansion: Entering new geographies or scaling distribution channels

• CAPEX Investments: Building manufacturing capacity, infrastructure, or tech platforms

• Product Development: Launching new products or enhancing existing offerings

• M&A / Inorganic Growth: Acquiring complementary businesses to accelerate scale

• Debt Reduction: Strengthening the balance sheet to improve profitability and flexibility

• Working Capital: Funding day-to-day operations during high-growth phases

Investors are not just backing your business, they’re backing your capital allocation discipline.

4. High-Growth Trajectory = What the Market Pays For

SPACs are not designed for steady, slow-growth businesses. They are built for companies where the future is significantly bigger than the present.

Ideal SPAC candidates:

• Scaling businesses: Already growing fast, with capital accelerating that curve

• Market disruptors: Redefining industries or creating new categories

• Inflection-point companies: On the verge of breakout growth (new product, new market, regulatory tailwinds)

• Are You in a “Hot” SPAC Sector? : Capital follows momentum. Recent SPAC / De-SPAC activity has heavily favoured:

  • EV & Clean Mobility: Electric vehicles, battery tech, charging infrastructure

  • Climate Tech / Energy Transition: Renewables, carbon capture, energy efficiency

  • AI & Deep Tech: Artificial intelligence, automation, data infrastructure

  • Fintech & Digital Financial Services: Payments, lending platforms, embedded finance

  • HealthTech & Biotech: Digital health, diagnostics, next-gen therapeutics

  • Space & Advanced Mobility: Satellites, aerospace innovation, urban air mobility

If your company sits at the intersection of growth + narrative + sector momentum, you’re already ahead of the curve.

5. Management that can withstand public markets

A SPAC transaction doesn’t just list your company, it puts your leadership under constant tests. Quarterly performance, investor calls, market expectations, this is a different game. And this is where most deals are won or quietly fall apart.

Strong teams drive: Investor confidence + PIPE Participation + Long Term Value Creation

What Investors are really backing?

• Public Market Credibility: Leaders who can confidently engage with analysts, institutional investors, and boards

• Deep Sector Expertise: Proven understanding of the industry, not just vision, but execution track record

• Capital Markets & M&A Experience: Ability to navigate deals, deploy capital effectively, and drive strategic growth

Ability to Anchor PIPE Investors ~ Deal Certainty

In a SPAC deal, a Public Investment in Private Equity (PIPE) isn’t just extra money; it’s a vote of confidence from serious institutional investors.

Why is PIPE important?

• Reduces redemption risk: Secures capital even if SPAC shareholders exit

• Improves deal certainty: Gives clarity on how much cash will be available at closing

• Signals credibility: Shows that institutional investors believe in the story

The Strategic Advantage

Companies that secure PIPE investors early usually move faster, negotiate from a position of strength, and come across as far more credible to SPAC sponsors.

The Reality Check: Capital Is Plenty, Credibility Is Scarce

There is $40B+ of SPAC capital actively chasing deals, but only a limited pool of SPAC-ready companies.

The Market Equation

• Prepared companies ~ Attract premium valuations, strong sponsors, and quality PIPE

• Unprepared companies ~ Face high scrutiny, delays, or get filtered out entirely

The Often-Overlooked Filter: Financial Readiness

Before even entering a SPAC process, ask yourself:

• Do you have an operational runway for the next 6-12 months?

• Can you absorb transaction-related costs (advisory, legal, audit, listing)?

• Are you pursuing a SPAC for long-term strategic capital, not just an immediate cash need?

SPAC is not a rescue financing. It’s a strategic capital markets transaction.

Ready to Find Out Where You Stand?

If you’re considering a SPAC transaction, the first step is clarity. At Welsbach, we don’t evaluate readiness, we create it:

• Getting your valuation story right before the first conversation

• Building PIPE relationships before they’re needed and

• Aligning you with a sponsor who’s genuinely invested in your success, not just filling a slot.”

Are you truly SPAC-ready, or just SPAC-curious?

Exploring growth capital or a U.S. listing? Partner with the Welsbach team to make it happen. Reach Us: Click Here

• Website: https://welsbach.group/

• Contact Us: Click Here

• Email: contact@welsbach.sg

Visit our website at Welsbach Group to learn more about our services and expertise.

Quick Macro TL;DR

The Iran war didn’t just rattle oil markets, it rewired the entire rate-cut playbook. The Fed held firm at 3.5%–3.75% in March, but the real signal was in the dots: just one cut penciled in for 2026, a sharp reset from earlier market hopes of two or three. With the Strait of Hormuz effectively weaponized, June cuts are off the table. The Fed is now cornered, energy-driven inflation on one side, a cooling labor market on the other. This isn’t a passing stagflation scare. It’s a policy deadlock. From here, the Fed isn’t just reacting to data, it’s trading geopolitics.

THE GOOD:

• Gold’s Moment Has Arrived. While equities witnessed sharp sell off, gold quietly confirmed its role as the regime asset. Gold slid below $4,900/oz as the Fed held rates steady, but the macro setup involving frozen rate cuts, dollar pressure, and war risk, keeps institutional demand structurally intact. With Powell’s tenure ending and a hawkish successor nominee in Warsh, gold remains the cleanest hedge in a portfolio right now.

• The “Buy the Dip” Case Is Getting Stronger. Historically, the Nasdaq has returned an average of 22% over the 12-month period following its first close in correction territory and March 26 marked exactly that. Patient capital now has a rare entry point into beaten-down quality names. Nvidia and Meta both trade below S&P forward multiples.

• The Fed Isn’t Panicking and That’s a Signal. In its updated projections, the Fed revised GDP growth upward to 2.4% for 2026, signaling that policymakers see this as a war-driven shock, not a structural collapse. That’s important: a temporary energy shock is survivable. The base case remains a soft landing ~ just delayed, not derailed.

• Energy Producers: The Stealth Winners. Brent crude rose to $112.57 a barrel as of late March, the highest since the war began, with WTI briefly breaching $100. While the rest of the market corrects, U.S. energy stocks are printing cash. Upstream producers and LNG exporters are quietly delivering the best free cash flow yields in the S&P 500

THE BAD:

• The Dow’s 50,000 Milestone Is a Distant Memory. The Dow closed in correction territory, down 10% from its peak above 50,000 in February, settling at 45,167. What took a month to build evaporated in weeks. The Dow, S&P 500, and Nasdaq all closed at their lowest levels since August ~ the bull market’s goodwill has been fully spent

• Recession Odds Just Crossed the Danger Line. Moody’s AI-driven recession model put the probability of a U.S. recession at 49% for February before the Iran war choked off 20% of global crude supply. Every U.S. recession since WWII (except COVID) was preceded by an energy price spike. With oil north of $100, this is no longer a tail risk, it’s the base case scenario Wall Street is quietly pricing in

• The S&P 500’s 5-Week Losing Streak. The S&P 500 logged five consecutive weeks of losses, its longest such streak since 2022, while the Nasdaq 100 officially entered correction territory, down over 10% from its peak. The technical breakdown below the 200-day moving average is flashing a clear signal: this is not noise.

• Jobs Surge, But Cracks Deepen Beneath the Surface: The U.S. added ~178K jobs in March, rebounding from February, with unemployment at ~4.3%. But beneath the strength: weaker participation, softer wages, and job cuts signal a cooling, uneven labor market amid rising risks.

SPACs Reload: Pipeline Builds, Deal Activity Holds Steady

• Strong Monthly Execution: March 2026 saw 11 SPAC IPOs raising $1.8 billion, alongside 7 deals announced ($9.5 billion EV) and 7 deals closed ($8.2 billion EV), reflecting steady transaction momentum across both primary issuance and de-SPAC activity.

• Pipeline Expands Meaningfully: The forward pipeline remains robust with 75 pre-IPO filings ($9.6 billion) and 337 active SPACs (~$51.8 billion), including 231 still actively searching for targets.

• Deep Bench of Live Transactions: There are currently 106 live deals in the market representing ~$63.1 billion in equity value, indicating strong near-term conversion potential into completed mergers.

• Healthy Conversion & Limited Liquidations: Year-to-date, 10 deals worth $16.2 billion have closed, with just 2 SPAC liquidations ($0.6 billion), highlighting improved deal completion rates and reduced capital attrition.

For more regular insights into macro, subscribe to our weekly newsletter: 5-Minute Macro and Crypto Weekly.

Fundraising in the USA

• Private Markets: Highly concentrated, mega-fund driven market

  • North America captured the lion’s share of Q1 2026 fundraising ~ $60 billion+ (+70% share)

• Public Markets: The SPAC engine is firing on all cylinders

  • Q1 Issuance Momentum: 62 SPAC IPOs completed in Q1’26 (24 Jan, 27 Feb, 11 Mar), with March alone raising $1.8B across 11 IPOs.

  • Dominant Market Position: SPACs continue to command ~ 66% of U.S. IPO market share in 2026, reinforcing their lead as the preferred route to public markets.

Note: IPO count exclude SPACs, Reg A+ IPOs, closed end funds, non-operating trusts, best efforts offerings and companies with market cap below $50m;

SPAC Engine in Full Throttle: Robust Issuance Meets Deep Deal Pipeline

• Momentum: SPACs continue to dominate U.S. IPO markets, accounting for ~66% of all IPOs by number in 2026

• March Activity: 11 SPAC IPOs priced in March, raising $1.8bn in capital

• New Supply: 13 new S-1 filings during the month added ~$2.2bn to the forward pipeline

• Deal Flow: 7 new deals announced (~$9.5bn EV) and 7 deals closed (~$8.2bn EV), highlighting strong execution

• Dry Powder: 337 active SPACs currently hold ~$51.8bn in trust capital

• Hunting Mode: 231 SPACs remain actively searching for targets, representing ~$42.4bn

• Live Deals: 106 announced but unclosed deals represent ~$63.1bn in equity value

• IPO Pipeline: 75 pre-IPO SPACs are in the pipeline, potentially adding ~$9.6bn to the market

• Liquidations: No SPAC liquidations in March, indicating improved market stability

SPAC IPOs (Mar’26)

• Market activity remained steady into March, with SPACs continuing to dominate the U.S. IPO landscape and maintain a leading share of new listings.

  • March Activity: Issuance moderated but remained active with 11 SPAC IPOs pricing during the month, raising $1.8 billion in capital

  • Deal Mix: The month recorded 7 new merger announcements totaling ~$9.5 billion in equity value and 7 completed de-SPAC transactions worth ~$8.2 billion, reflecting strong deal execution across sectors including Technology, Energy, and Financials

  • Largest Transactions: Key completed deals included Xanadu (~$3.6 billion EV) and CoinShares (~$1.5 billion EV), alongside earlier headline transaction Infleqtion (~$1.8 billion EV), underscoring continued appetite for scaled, high-quality combinations.

Source: SPAC Research

Heatmap: Growing Sectors and Geographies

Growing Sectors in SPACs:

• Financials: Lead activity with 4 of the top 10 live SPAC deals, spanning global fintech platforms and cross-border financial services, reinforcing continued investor appetite for scalable financial infrastructure

• Energy: Account for 2 of the top 10 live deals, including hydrogen and clean energy platforms, highlighting sustained demand for asset-backed and transition-driven opportunities

• Technology: Represents 1 of the top 10 live deals, alongside multiple completed transactions in 2026, indicating steady investor interest in AI, quantum, and scalable tech platforms

• Healthcare & Materials: Each contribute 1 of the top live deals, reflecting selective but consistent capital allocation toward biotech, healthcare platforms, and resource-driven businesses

Leading Geographies:

• United States: Remains the dominant execution market, with the majority of 2026 closed deals (including Technology and Energy transactions), reinforcing its position as the primary liquidity hub

• Asia: Accounts for multiple top live deals across Energy, Financials, and Healthcare, continuing to be a key sourcing region for cross-border SPAC activity

• Europe / EEMEA: Present across Financial, Industrial, and Technology transactions, indicating steady cross-border participation and diversified deal flow beyond the US and Asia

Conclusion

By the close of Q1 2026, the SPAC market continues to demonstrate resilience, with steady issuance, active deal-making, and a deep pipeline supporting sustained momentum. Strong participation across sectors and geographies, coupled with healthy capital availability and limited liquidations, signals improving stability and confidence in the asset class. Overall, the market remains well-positioned for continued activity and execution in the near term

Connect with Us

Welsbach is a leading cross-border SPAC and capital markets advisory firm founded in 2021, focused on connecting high-growth companies, particularly from Asia and other innovation hubs, with institutional capital markets. Leveraging deep regulatory expertise and global institutional networks, Welsbach delivers end-to-end SPAC and capital markets solutions to help visionary companies access public market liquidity.

Exploring growth capital or a U.S. listing? Partner with the Welsbach team to make it happen. Reach Us: Click Here

• Website: https://welsbach.group/

• Contact Us: Click Here

• Email: contact@welsbach.sg

  Thanks for reading Welsbach SPACtacular Monthly Insights! Subscribe for free to receive new posts and support my work.

Visit our website at Welsbach Group to learn more about our services and expertise.

Quick Macro TL;DR

In a post-Khamenei world, the terror premium in oil is no longer a tail risk ~ it’s the main trade. The U.S. is increasingly weaponizing energy as a tool of economic pressure against China, effectively killing the “soft landing” narrative. What replaces it is a geopolitical stagflation regime, where energy and rare earths become the core levers of power. The key risk now: a Chinese rare-earth retaliation.

THE GOOD:

• Dow 50,000 Milestone: On February 6, the Dow Jones Industrial Average closed above 50,000 for the first time in history. This rally was fueled by a “buy the dip” mentality and strong consumer sentiment data from the University of Michigan, which hit a six-month high.

• Supreme Court Tariff Ruling: On February 20, the U.S. Supreme Court struck down a series of broad 2025 national security tariffs. Markets reacted positively to the reduction in trade-related costs, providing a reprieve for retailers and materials companies.

• Resilient Q4 Earnings: Despite macro volatility, fourth-quarter 2025 earnings remained a pillar of support. Roughly 75% of S&P 500 companies beat expectations, with large-cap firms on track for their fifth consecutive quarter of double-digit growth.

• Economic Activity Remains Robust: January’s jobs report, released in February, showed a stronger-than-expected 130,000 jobs added, easing fears of a sudden labor market cooling.

THE BAD:

• The “$1.6 Trillion Software Rout”: February saw the largest industry-specific sell-off of the year, with the software sector losing $1.6 trillion in market cap. Investors panicked over “AI disruption” fears, leading to a massive liquidation of legacy software names like Intuit and Salesforce.

• Geopolitical Shock in the Middle East: Markets faced significant downward pressure following U.S. and Israeli strikes that killed Iran’s Supreme Leader. This sparked a regional escalation, causing Brent Crude to surge over 7% and sending the “fear gauge” (VIX) toward 20.

• Stickier-than-Expected Inflation: Volatility spiked in late February after the wholesale inflation came in much hotter than anticipated. This “sticky” inflation data led traders to push back expectations for Federal Reserve rate cuts to at least June or July 2026.

• Extreme Monthly Volatility: February featured both the month’s largest rally (February 6, as the Dow crossed 50,000 on sentiment and dip-buying) and its largest sell-off (February 26-27). The latter saw the Nasdaq slide over 1.2% in a single day as even a “beat-and-raise” quarter from Nvidia failed to satisfy a market exhausted by high valuations and war fears.

THE IPOs & SPACs RESURGENCE:

• Dominant Market Share for SPACs: In February 2026, SPACs further solidified their position as the preferred vehicle for going public, accounting for 66% of all U.S. IPOs by number. This represents a significant year-to-date dominance, with 51 SPAC IPOs priced compared to 26 traditional IPOs throughout the first two months of the year.

• Accelerated Monthly Activity: February alone saw 27 SPAC IPOs completed, raising $5.2 billion in new capital. Deal-making also remained active with two de-SPAC transactions closing during the month, headlined by the $1.8 billion technology merger of Infleqtion

• Expansion of the Forward Pipeline: The ecosystem’s inventory grew substantially in February, with the number of active SPACs rising to 333, representing approximately $50.9 billion in equity value. This includes 224 vehicles currently in the market actively searching for targets.

• Significant Inventory of Live Deals: Highlighting the health of the sector, there are currently 109 “Live Deals” in the pipeline with an estimated equity value of $61.9 billion. This depth of pending transactions, combined with 73 pre-IPO filings worth $9 billion, suggests that the SPAC route will maintain high velocity through the remainder of 2026.

For more regular insights into macro, subscribe to our weekly newsletter: 5-Minute Macro and Crypto Weekly.

Fundraising in the USA

• Public Markets: SPACs Tighten Their Grip on the IPO Market in February 2026.

  • Market Share in February: SPACs captured two-thirds of all U.S. IPOs, reinforcing their status as the dominant path to public markets.

  • Decisive YTD Lead: 51 SPAC IPOs priced in the first two months of 2026 versus 26 traditional IPOs, nearly 2:1 outperformance.

Note: IPO count exclude SPACs, Reg A+ IPOs, closed end funds, non-operating trusts, best efforts offerings and companies with market cap below $50m;

The Surge of SPACs

• Momentum: SPACs accounted for 66% of all U.S. IPOs by number in February 2026, maintaining their dominance over the new issuance landscape.

• February Burst: 27 SPAC IPOs priced in February, raising $5.2bn in capital.

• New Supply: 15 new S-1s were filed during the month, adding $2.6bn more to the forward pipeline.

• Deal Flow: 3 new deals were announced ($5.2bn equity value) and 2 deals closed at an equity value of $2.0bn.

• Dry Powder: 333 active SPACs are currently sitting on $50.9bn in trust capital.

• Hunting Mode: 224 SPACs remain in “searching” mode for targets, representing $41.1bn in trust.

• Live Deals: 109 announced but unclosed deals represent an estimated $61.9bn in equity value.

• IPO Pipeline: 73 pre-IPO SPACs are currently in the wings, potentially bringing another $9.0bn to the market.

• Liquidation Pressure: 2 SPACs liquidated in February, totaling $0.6bn in returned capital.

SPAC IPOs (Feb’26)

• Market activity ramped up through the second month of the year, as SPACs continued to dominate the U.S. IPO landscape, capturing a major share of all new listings.

  • February Activity: Issuance remained aggressive with 27 SPAC IPOs pricing during the month, successfully raising $5.2 billion in new capital.

  • Deal Mix: The month saw 3 new merger announcements totaling $5.2 billion in equity value and 2 completed de-SPAC transactions worth $2.0 billion. Sector focus remained diverse, with high-value live deals currently spanning Energy, Financials, Materials, and Healthcare.

  • Largest Transaction: The Infleqtion / Churchill Capital Corp X business combination was the standout closing of the month, finalizing on February 13 with an equity value of $1.8 billion.

Source: SPAC Research

Heatmap: Growing Sectors and Geographies

Growing Sectors in SPACs:

• Financial Services & Digital Assets: Lead activity with 4 of the top 10 live SPAC deals, spanning stablecoin infrastructure (StablecoinX), digital banks (Old Glory Bank), financial platforms (Embed Financial Group), and cross-border financial services across the US, Europe, and Asia.

• Healthcare & Healthcare AI: Account for 2 of the top 10 live deals, driven by diagnostics (Freenome) and Asia-based healthcare operators, reflecting continued institutional appetite for AI-enabled and biotech-led growth platforms.

• Energy & Energy Transition: Represent 2 of the top 10 live deals, including hydrogen and clean energy infrastructure (United Hydrogen Group) alongside US-based power and renewables platforms, underscoring sustained demand for asset-backed energy exposure.

• Technology & Advanced Computing: Feature in 1–2 top live transactions, including AI and quantum-enabled platforms (AgileAlgo, Exascale Labs), highlighting selective but durable investor interest in scalable, defensible tech assets.

Leading Geographies:

• United States: Dominant execution market with multiple top-10 live deals and 2 of the 3 de-SPAC transactions closed year-to-date (including Technology and Energy), reinforcing the US as the primary liquidity venue.

• Asia: Represents 3 of the top 10 live deals, led by Energy (Hydrogen), Healthcare, and Financial platforms, making it the most active cross-border sourcing region in February.

• Europe / EEMEA: Present in Financial and Industrial transactions (including Europe-based fintech and EEMEA industrial platforms), indicating steady but selective cross-border appetite outside the US and Asia.

Conclusion

By the close of February 2026, the U.S. SPAC market had transitioned from a recovery phase into a period of structural dominance, accounting for the vast majority of all domestic IPO listings. This momentum is fueled by a massive accumulation of trust capital, creating a high-pressure environment for deal execution as hundreds of active vehicles compete for high-quality targets across high-growth sectors such as Energy, Financials, Materials, and Healthcare. While the U.S. remains the epicenter for these listings, the deepening of cross-border sourcing across Asia and other global markets highlights a maturing, institutionally anchored landscape where disciplined structuring and seasoned sponsorship will be the primary differentiators in an increasingly crowded and sophisticated global marketplace.

Connect with Us

Welsbach is a leading cross-border SPAC and capital markets advisory firm founded in 2021, focused on connecting high-growth companies, particularly from Asia and other innovation hubs, with institutional capital markets. Leveraging deep regulatory expertise and global institutional networks, Welsbach delivers end-to-end SPAC and capital markets solutions to help visionary companies access public market liquidity.

Exploring growth capital or a U.S. listing? Partner with the Welsbach team to make it happen. Reach Us: Click Here

• Website: https://welsbach.group/

• Email:contact@welsbach.sg

  Thanks for reading Welsbach SPACtacular Monthly Insights! Subscribe for free to receive new posts and support my work.

Visit our website at Welsbach Group to learn more about our services and expertise.

Welsbach Powers Evolution Metals’ NASDAQ Debut Through End-to-End SPAC Leadership

• Sponsored and launched WTMA, IPO’d on NASDAQ in January 2022

• Served as strategic advisor on the EMAT de-SPAC, listed January 6, 2026

• Executed a disciplined four-year SPAC lifecycle in the critical minerals sector

• Supported Evolution Metals’ NASDAQ debut, achieving a 183.9% day-one increase to $21.29

• Demonstrated SPAC expertise across both sponsorship and advisory roles

Welsbach is a leading cross-border SPAC and capital markets advisory firm founded in 2021, focused on connecting high-growth companies, particularly from Asia and other innovation hubs, with institutional capital markets. Leveraging deep regulatory expertise and global institutional networks, Welsbach delivers end-to-end SPAC and capital markets solutions to help visionary companies access public market liquidity.

Exploring growth capital or a U.S. listing? Partner with the Welsbach team to make it happen. Reach Us: Click Here

Quick Macro TL;DR

THE GOOD:

• Fed Holds Rates Steady on Stabilizing Conditions: At its first 2026 meeting, the Fed kept interest rates unchanged, indicating that both inflation and labor market risks were easing, reducing policy uncertainty in the short term.

• Corporate Earnings Outlook Boosts Confidence: Wall Street expects strong S&P 500 earnings growth in early 2026, with many firms beating forecasts, a constructive signal for overall economic performance and investment sentiment.

• Robust Q3 GDP Revision: U.S. GDP for Q3 2025 was revised higher to 4.4%, showing stronger than first-reported growth, a positive indicator of underlying economic momentum as 2026 began.

THE BAD:

• Sharp One-Day Sell-Off on Geopolitical Fears: On Jan’20, U.S. markets experienced a significant sell-off, with the S&P 500 falling 2.1% and the Nasdaq declining 2.4%, the largest daily drops in months, highlighting vulnerability to policy shocks.

• Sticky Inflation and Tariff-Driven Price Pressures: While headline inflation moderated, persistent price pressures related to tariffs and supply chain costs remain, complicating the Fed’s inflation fight and households’ cost of living.

• U.S. Consumer Confidence Plunges: Consumer confidence fell to the lowest levels since 2014 in January 2026, reflecting mounting pessimism about jobs, income, and economic prospects.

THE IPOs & SPACs RESURGENCE:

• IPO Activity: January saw 33 IPOs with SPACs accounting for 73% of all U.S. IPOs by number.

• Activity stayed steady but constructive: 24 SPAC IPOs were completed in January alone, raising $5.6 billion, while one de-SPAC transaction closed at an equity value of $5.9 billion, led by Welsbach.

• The forward pipeline also remains robust, with 310 active SPACs representing nearly $46 billion in equity value, including 200 vehicles actively searching for targets.

• This depth of capital and inventory signals that SPACs are likely to remain a primary route to U.S. public markets through 2026, particularly for cross-border and sector-focused

For more regular insights into macro, subscribe to our weekly newsletter: 5-Minute Macro and Crypto Weekly.

Fundraising in the USA

• Public Markets in January 2026, continue to command a dominant position in the U.S. new-issuance landscape.

• The month witnessed a total of 33 listings on Nasdaq, with 24 of these being SPACs, accounting for over 73% of all new listings, a sharp increase from 42% in 2024 and 55% in 2025, underscoring the sustained shift toward alternative listing structures.

Note: IPO count exclude SPACs, Reg A+ IPOs, closed end funds, non-operating trusts, best efforts offerings and companies with market cap below $50m

The Surge of SPACs

• Momentum: SPACs accounted for ~73% of all U.S. IPOs by number in January 2026, still dominating the new issuance landscape.

• January Burst: 24 SPAC IPOs priced in Jan, raising $5.6bn, the strongest monthly print in years.

• New Supply: 13 new S-1s filed, adding $2.2bn more to the forward pipeline.

• Deal Flow: 7 new deals announced ($2.4bn equity value) and 1 deal closed at $5.9bn equity value.

• Dry Powder: 310 active SPACs sitting on ~$46.0bn in trust capital.

• Hunting Mode: 200 SPACs still searching for targets, with $35.9bn in trust.

• Live Deals: 110 announced but unclosed deals representing ~$59.0bn in equity value.

• IPO Pipeline: 85 pre-IPO SPACs could bring another $11.4bn to market.

• Clean Slate: Zero liquidations in January ~ pressure building to deploy capital, not return it.

SPAC IPOs (Jan’26)

• Deal activity remained disciplined at the start of 2026, with sponsors emphasizing execution certainty and selectivity over volume.

  • January Activity: 24 SPAC IPOs raised approximately $5.6bn, making January one of the stronger opening months for issuance in recent years.

  • Deal Mix: 7 merger announcements and 1 completed de-SPAC during the month, spanning Financial Services, Healthcare, Technology, Energy, and Industrial sectors.

  • Largest Transaction: The Evolution Metals / Welsbach Technology Metals business combination closed at an equity value of ~$5.9bn, the most significant transaction of the month.

Heatmap: Growing Sectors and Geographies

Growing Sectors in SPACs:

• Financial Services & Fintech: Lead activity with 4 of the top 10 live SPAC deals, spanning digital finance and financial infrastructure.

• Healthcare & Healthcare AI: Account for 2 of the top 10 live deals, driven by diagnostics, biotech, and AI-enabled platforms.

• Technology & AI: Represented by 1 top-10 live deal, reflecting selective but durable tech demand.

• Energy Transition & Clean Energy: 1 live deal focused on hydrogen and clean energy infrastructure.

• Industrial & Materials: Anchored by the $5.9bn Evolution Metals de-SPAC, the largest transaction closed in January.

Leading Geographies:

• United States: Dominant market with 3 of the top 10 live deals and the only closed de-SPAC in January 2026.

• Asia: Fastest-growing cross-border region with 3 of the top 10 live deals, led by healthcare, energy, and financial services.

• Global / EEMEA / Europe: Together account for 4 of the top 10 live deals, reflecting continued appetite for diversified, cross-border growth stories.

Conclusion

In 2026, the SPAC market is expected to further solidify its transition into a mature, institutionally anchored ecosystem characterized by selective issuance, disciplined structuring, and a clear emphasis on transaction quality over volume. Activity is expected to be driven by experienced sponsors and sector-focused platforms, supported by a stronger pipeline and improved alignment among sponsors, targets, and long-term institutional investors. The U.S. is anticipated to remain the primary listing venue, while cross-border sourcing deepens across Asia and other global markets. SPACs are not just back but they are quietly rebuilding critical mass, with capital piling up and deal pressure rising, setting the stage for a sharper, more competitive M&A cycle ahead.

Connect with Us

• Website: https://welsbach.group/

• Contact Us: Click Here

• Email: vyom@welsbach.sg

  Thanks for reading Welsbach SPACtacular Monthly Insights! Subscribe for free to receive new posts and support my work.

Visit our website at Welsbach Group to learn more about our services and expertise.

Congratulations to David Wilcox, Frank Moon and the Evolution Metals Team for a Successful deSPAC

Welsbach has demonstrated deep SPAC execution expertise through both sponsorship and advisory leadership:

• Launched Welsbach Technology Metals Acquisition Corp. (WTMA), which IPO’d on NASDAQ in January 2022.

• Served as strategic advisor on the EMAT de-SPAC, culminating in its NASDAQ listing on January 6, 2026.

• Executed a disciplined four-year SPAC lifecycle in the critical minerals sector.

• Supported Evolution Metals’ public debut, with shares rising 183.9% on day one to $21.29, reflecting strong investor demand.

Welsbach is a leading cross-border SPAC and capital markets advisory firm founded in 2021, focused on connecting high-growth companies, particularly from Asia and other innovation hubs, with institutional capital markets. Leveraging deep regulatory expertise and global institutional networks, Welsbach delivers end-to-end SPAC and capital markets solutions to help visionary companies access public market liquidity.

Exploring growth capital or a U.S. listing? Partner with the Welsbach team to make it happen. Reach Us: Click Here

Straight from the Top: What Welsbach’s Leadership Is Saying

Daniel Mamadou-Blanco (Co-Founder - Welsbach)

“Markets misprice long-cycle optionality, until they don’t...

In critical minerals, value often sits dormant for years, ignored by short-term models.

Then the world changes! Supply chains matter, geopolitics re-enters the equation and that optionality reprices fast.”

FIND HIM ON LINKEDIN

Sankalp Shangari (Partner - Welsbach)

“We thrive on helping growth-stage companies (Series A and beyond) solve for their next chapter, whether that’s securing growth capital or building the long-term infrastructure for a US listing”

FIND HIM ON LINKEDIN

Quick Macro TL;DR

THE GOOD:

• AI & Tech Innovation: US markets received strong support from enthusiasm around AI and tech-related earnings, with major tech names driving significant gains and broader stock funds reporting strong performances into Q3.

• Strong Corporate Earnings & Risk-On Sentiment: After mid-year recalibration, solid earnings and improved risk appetite contributed to continued upside across equities, broadening gains beyond mega-cap tech during many parts of 2025.

• Rally Backed by Fed’s Policy: Markets recovered from early-year volatility as central banks’ supportive posture and rate-cut expectations helped lift risk assets overall, encouraging investor re-entry and positive sentiment.

• Market Impact: The S&P 500 marked a third straight year of double-digit gain (~16%), while the Nasdaq outperformed with ~20% gain for the full year 2025, driven by strength in tech and growth stocks.

THE BAD:

• Trade & Tariff Uncertainty Driving Early 2025 Rout: Aggressive tariff announcements in April triggered massive equity sell-offs, significant volatility, and one of the largest short-term declines in US stock history

• Elevated Valuation/Speculation Risks in Tech: Broad speculation around AI valuations created concerns about an “AI bubble” weighing on sustainable market gains, with warnings from major financial figures about risks of overheating.

• Sluggish Consumer & Economic Growth Pressure: Dampened consumer confidence and talk of slowing domestic demand (coupled with macro headwinds like inflation concerns) weighed on cyclical and consumer sectors at times.

• Market Impact: Both the S&P 500 and Nasdaq sold off sharply, with the S&P 500 declining more than 10% and the Nasdaq over 11% in a two-day span, driven by escalating tariff and trade-war concerns.

THE IPOs & SPACs RESURGENCE:

• IPO Activity: December 2025 saw 30 IPOs led by Healthcare and Business Services, bringing 2025 totals to 200+ amid strong markets and improved risk appetite.

• SPACs Are Back: SPACs made up 70% of monthly IPOs, with 100+ SPAC IPOs in 2025. December included 4 De-SPACs and 5 merger announcements, reflecting a more disciplined, institutionally driven cycle.

• Other SPAC Merger: Embed Financial Group Cayman (EFGH) agreed to merge with WinVest Acquisition Corp. at a ~$425m pro forma EV, advised by Welsbach.

• Separately, Columbus Circle Capital Corp I successfully completed its merger with ProCap BTC, forming ProCap Financial, Inc., a Bitcoin-focused financial services platform that raised over $750 million in gross proceeds at closing in December 2025.

For more regular insights into macro, subscribe to our weekly newsletter:5-Minute Macro and Crypto Weekly.

The US Market: A Global Powerhouse

The United States continues to reinforce its position as the undisputed global equity hub, commanding the largest share of global market capitalization by a wide margin. With an equity market capitalization of approximately $61.6 trillion, the US alone accounts for ~58% of global equity market value.

Over the past decade, the S&P 500 has delivered average annual returns of about 14%, underscoring the U.S. market’s resilience and growth potential. Its deep liquidity, advanced financial infrastructure, and strong regulatory framework continue to attract global investors seeking both stability and innovation

Fundraising in the USA

US fundraising across private and public markets remains robust.

• Private Equity: Raised ~$278 billion in 2025.

• Public Markets: By December 2025, a total of 345 companies have listed on Nasdaq, with 144 of these being SPACs, accounting for over 42% of all new listings. This marks significant growth compared to 2024, when SPACs represented only 19% of Nasdaq listings, totalling 57 companies.

The Surge of SPACs

• Rebound: SPAC activity surged after 2023, with ~84% growth in 2024 and a breakout in 2025.

• Dry Powder: 287 active SPACs hold $40.4bn.

• Searching: 181 SPACs seeking targets, with $31.2bn in trust.

• Announced Deals: 106 SPACs have announced mergers worth $65.6bn.

• Closed Deals: 43 mergers completed, totaling $38.3bn.

• Pipeline: 96 pre-IPO SPACs could add $13.9bn.

SPAC IPOs (Dec’25)

• Deal activity stabilized, with sponsors prioritizing quality over velocity

  • December Activity: 22 SPAC IPOs raised ~$5.3bn, one of the strongest months in 2025.

  • Deal Mix: 4 De-SPAC IPOs and 5 merger announcements across Automotive, Healthcare, Financial Services, and Industrial sector

  • Largest Raise: Churchill Capital XI led the pack with $414m in proceeds.

  • Smallest Raise: Social commerce raised the minimum on the list with $100m in proceeds.

• December alone saw 28 pre-IPO entries, representing over $4.2 billion in expected post-listing capital.

  • 5 SPAC mergers were announced, with a combined equity value of $4.0 billion.

  • Outperformance skewed towards healthcare, technology, and infrastructure-adjacent assets, aligned with long-duration growth themes.

Source: SPAC Research

Heatmap: Growing Sectors and Geographies

Growing Sectors in SPACs:

SPACs in 2025 are focusing heavily on long-term technology and sustainability trends.

• Fintech & AI: Continuing to drive innovation in financial services.

• Clean Energy & Sustainability: A major focus for investors looking for long-term impact.

• Space Technology, Biotech, and Infrastructure: Other key areas attracting SPAC investment.

• Crypto-linked SPACs: Have revived, with over $10 billion raised in 2025 alone, particularly those targeting digital asset treasury strategies.

Leading Geographies:

• United States: It retains the spot for the largest geography in SPAC space

  • 21 out of the 44 closed deals were from US in 2025

  • 41 out of the 105 live deals are from US in 2025

• Asia: Fastest-growing SPAC hub, led by tech, digital platforms, and green energy, with Singapore, Malaysia, and South Asia as key centers.

  • 8 out of the 44 closed deals were from Asia in 2025

  • 33 out of the 105 live deals are from Asia in 2025

Conclusion

In 2025, the SPAC market re-entered an institutional phase marked by disciplined issuance, improving completion rates, and a renewed focus on fundamentally sound transactions. Momentum was driven by repeat sponsors, a higher-quality deal pipeline, and greater regulatory clarity, while the U.S. remained the market anchor alongside growing cross-border sourcing from Southeast Asia. As “SPAC 2.0” took hold, investor preference shifted decisively toward strong governance and disciplined valuations, supporting selective growth across fintech, AI, clean energy, and digital assets.

Connect with Us

• Website: https://welsbach.group/

• Contact Us: Click Here

• Email: vyom@welsbach.sg

  Thanks for reading Welsbach SPACtacular Monthly Insights! Subscribe for free to receive new posts and support my work.

In an era where de-SPAC transactions have faced intense scrutiny and structural headwinds, Welsbach Group worked with Evolution Metals (EMAT) on a combination that stood out for its strategic clarity and disciplined execution. The transaction ranks among the largest SPAC closings in the materials space on record.

On the debut day EMAT surged to 21.29 USD, closing up 183.87% with a sharp intraday spike before stabilizing at elevated levels, highlighting an exceptional single-session move.

A Disciplined Four-Year Execution Timeline

The 27-month period from LOI to the bourse (March 2024 to January 2026) reflects the complexity of regulatory approval, institutional diligence, and negotiation in the critical materials space. The WTMA team, led by CEO Daniel Mamadou, successfully navigated multiple extensions and maintained sponsor commitment through a protracted timeline.

Transaction Snapshot

Key Challenges

Successfully bringing the deal to completion required navigating a trio of major obstacles spanning market conditions, capital needs, and execution complexity.

• Tough SPAC Market Backdrop: The transaction advanced through one of the most challenging SPAC environments in recent history (2024–2025), marked by elevated redemption activity, muted investor sentiment, and stepped-up regulatory oversight.

• Capital-Heavy Target Profile: Evolution Metals’ strategy required substantial upfront investment to build a fully integrated “mine-to-magnet” materials platform, demanding committed capital and long-term balance sheet certainty.

• High Execution Complexity: The deal navigated an extended multi-year lifecycle, incorporating deadline extensions, cross-border regulatory considerations, and intricate industrial structuring to reach successful close.

Solutions Executed

To drive the deal across the finish line, Welsbach deployed three high-impact execution levers:

• High-Conviction Target Selection: Welsbach zeroed in on Evolution Metals as a mission-critical platform uniquely aligned with national priorities around supply chain security and critical mineral independence.

• Institutional Capital Anchoring: The merger was structured around substantial long-term institutional backing, with a sizable private capital commitment that stabilized the capital stack and reinforced market confidence.

• Ensuring Post-Deal Firepower: The parties secured a transformative financing framework, spanning debt and equity, to ensure Evolution Metals is positioned to execute its industrial build-out and scale immediately following the public listing.

  ---

Welsbach Delivers!

WTMA successfully executed the business combination on January 6, 2026, overcoming challenging market conditions and adverse sentiment to bring the company public. The transaction underscores Welsbach’s position as a trusted SPAC execution partner for both sponsors and operating companies, combining institutional capital access, proprietary target sourcing, and disciplined transaction execution. This deal highlights Welsbach’s ability to identify high-impact platforms, structure complex de-SPAC transactions, and deliver to close in even the most demanding market environments. When mandates require precision, capital, and conviction, Welsbach leads from the front.

Connect With Us

● Website: https://welsbach.group/

● Contact Us: https://forms.gle/SzT5BLJaaidyXsPQ8

● Email: vyom@welsbach.sg

Wishing you and your families a peaceful holiday period and a strong, purposeful start to the new year, may it be filled with health, growth, and meaningful work together.

MERRY CHRISTMAS & HAPPY NEW YEAR!!

Visit our website at Welsbach Group to learn more about our services and expertise.

Quick Macro TL;DR

THE GOOD:

• Fed Fueling the Fire: The primary driver was a dovish pivot from key Fed officials, significantly increasing the probability of a December rate cut. This lower-rate expectation boosted valuations and risk appetite across the board.

• Market Broadening: The S&P 500 closed flat-to-positive, but the S&P 500 Equal Weight index notably outperformed. This shift suggests money is moving beyond the “Magnificent 7” tech stocks into value and mid-cap sectors, like Healthcare, which was the month’s strongest performer.

• IPO Window Widens: The prospect of lower rates and stabilization after an early-month government data blackout (due to a shutdown) opened the IPO window. 11 new listings raised $2.3B, led by a large offering from an electric aircraft maker, BETA Technologies.

THE BAD:

• Nasdaq Correction: The tech-heavy Nasdaq Composite snapped its seven-month winning streak. Discerning investors corrected stretched valuations, with key AI infrastructure stocks and those perceived as highly indebted seeing declines.

• Persistent Trade & Data Issues: Ongoing tariff-driven cost pressures were highlighted in corporate reports, complicating the inflation outlook for the Fed. An early-month government shutdown caused a data blackout (delaying CPI/jobs reports), increasing market uncertainty.

THE IPOs & SPACs RESURGENCE

• IPO Activity: 11 new IPOs, the late-month rally is expected to fuel a strong year-end, driven by a record backlog of private companies ready to list. The most active sectors were Technology and Financial Services.

• SPACs are Back: The SPAC market showed a clear resurgence in issuance in 2025, with more than 100 SPAC IPOs year-to-date. November saw the listing of new SPACs, including Tailwind 2.0 (targeting energy/AI infrastructure) and Crown Reserve Acquisition (targeting healthcare IT). The new SPAC environment is more disciplined, led by serial sponsors, with tighter governance following regulatory changes.

• Notable SPAC Merger: A prominent deal was announced late in the month: the controversial Enhanced Games is set to go public via a SPAC merger with A Paradise Acquisition Corp, valuing the combined entity at $1.2 billion, highlighting investor interest in high-profile, if high-risk, ventures.

For more regular insights into macro, subscribe to our weekly newsletter: 5-Minute Macro and Crypto Weekly.

Fundraising in the USA

US fundraising across private and public markets remains robust.

• Private Equity: Raised ~$340-400 billion till Q3 2025.

• Public Markets: By November 2025, a total of 315 companies have listed on Nasdaq, with 122 of these being SPACs, accounting for over 38% of all new listings. This marks significant growth compared to 2024, when SPACs represented only 19% of Nasdaq listings, totalling 57 companies.

The Surge of SPACs

• The market offers abundant opportunities, with 271 active SPACs—holding $35.8 billion ready for deployment.

• Among the 271 active SPACs, 165 are actively seeking the right targets, representing $26.9 billion available in SPAC trusts for potential investments.

• Of the remaining 106 SPACs, all have announced mergers with promising targets, representing a combined equity value of $62.6 billion.

• This year, 39 SPAC mergers have successfully closed, achieving a combined value of $37.5 billion.

• Growing Pipeline: Market confidence is strong, with 89 pre-IPO entities gearing up to inject another $14.0 billion into the ecosystem

  

SPAC IPOs (Nov’25)

• There were 10 SPAC IPOs listed in November

  • 8 out of 10 SPACs raised over $150M with a total $1.8 billion

  • Largest Raise: Alussa Energy II (ALUB) led the pack with $287.5 million in proceeds.

  • Smallest Raise: Both Blueport Acq (BPAC) and Westin Acq (WSTN) raised the minimum on this list at $57.5 million each.

• November alone saw 21 pre-IPO entries, representing over $4 billion in expected post-listing capital.

  • 10 SPAC mergers were announced, with a combined equity value of $8.7 billion.

  • 6 out of the 10 announced deals were in the finance or technology sectors.

Heatmap: Growing Sectors and Geographies

Growing Sectors in SPACs

SPACs in 2025 are focusing heavily on long-term technology and sustainability trends.

• Fintech & AI: Continuing to drive innovation in financial services.

• Clean Energy & Sustainability: A major focus for investors looking for long-term impact.

• Space Technology, Biotech, and Infrastructure: Other key areas attracting SPAC investment.

• Crypto-linked SPACs: Have revived, with over $10 billion raised in 2025 alone, particularly those targeting digital asset treasury strategies.

Leading Geographies

• United States: It retains the spot for the largest geography in SPAC space

  • 18 out of the 39 closed deals were from US in 2025

  • 42 out of the 106 live deals are from US in 2025

• Asia: It is the fastest growing hotspot for SPAC investment, particularly in tech, digital platforms, and green energy. Key hubs include Singapore, Malaysia, and other south asian countries.

  • 8 out of the 39 closed deals were from Asia in 2025

  • 34 out of the 106 live deals are from Asia in 2025

Regulatory Updates and Noticeable Changes

• The SEC has implemented key technical updates to support its 2024 SPAC rules, focusing on enhanced disclosures, investor protections, and structured data reporting.

• EDGAR SPAC Taxonomy Update (Oct 14, 2025): Upgraded to support iXBRL tagging for disclosures on sponsor compensation, dilution, and conflicts.

• Nasdaq de-SPAC Proposal (Pending Dec 2025): Aligns listing standards for OTC-trading SPACs, treating de-SPACs as IPO-equivalents.

• These changes have driven a SPAC resurgence with better governance, leading to a healthier pipeline of quality deals.

Conclusion

SPAC transactions are experiencing a robust resurgence in 2025, driven by serial sponsors, a healthier deal pipeline, and a supportive regulatory environment. The US dominates the market, with emerging hotspots in Southeast Asia offering cross-border opportunities.

As the “SPAC 2.0” era matures, investors are increasingly favouring disciplined valuations and governance, unlocking substantial growth potential across key sectors like fintech, AI, clean energy, and crypto.

Connect with Us

• Website: https://welsbach.group/

• Email: vyom@welsbach.sg

  Thanks for reading Welsbach SPACtacular Monthly Insights! Subscribe for free to receive new posts and support my work.

We spend hours researching, and talking to the smartest founders, dealmakers and investors in the SPAC landscape. This is my attempt to give you a short 5-10 minute summary on how I am thinking about the macro, markets & SPACs, and what lies ahead. Hundreds of hours summarized, so you don't have to

1. Major Deal Flow Tracker

1. Macro & Market Pulse

• Equity Markets: The S&P 500 dipped 0.5% on August 5, dragged down by renewed trade-policy jitters, while the Nasdaq Composite fell 0.6% amid tech-sector profit-taking InvestorsAP News.

• Volatility Watch: The Cboe VIX closed at 17.52 on August 4, up from 16.72 the prior session, signaling a modest uptick in near-term hedging demand FRED.

• Rates & Credit: The 10-year U.S. Treasury yield eased to 4.22% on August 4, down from 4.37% at the end of July, reflecting cooler-than-expected services PMI data FRED.

2. Deal Flow Tracker

CategoryHighlightsNew SPAC IPOs• Boxabl to merge with FG Merger II in a $3.5 billion deal; ticker “BXBL” on Nasdaq; Boxabl has raised $230 million to date Reuters.
• New America Acquisition I Corp files for a $300 million IPO backed by Eric Trump & Donald Trump Jr., targeting manufacturing & critical-minerals assets Reuters.
• Iris Acquisition II and M3-Brigade VI filed new S-1s, underscoring serial sponsors’ momentum Axios.Announced Combos• Everli with Eagle Energy Metals announced on August 1; combined valuation ~$1.2 billion Boardroom Alpha.Completed De-SPACs• JV SPAC Acquisition Corp. & Hotel101 Global closed June 30, shares resumed trading on the combined entity’s ticker JVSA NASDAQ Trader.TerminationsNone notable this week.

3. Spotlight Transaction of the Month

Boxabl × FG Merger II

• Sponsor Profile: FG Merger II, a repeat SPAC sponsor with two prior de-SPACs crossing $2 billion, led by fintech veteran Alice Frazier.

• Target Overview: Boxabl produces foldable, factory-built housing units. Total addressable market projected at $300 billion globally.

• Valuation & Comps: Implied post-money valuation of $3.5 billion implies ~8× 2026E revenue; peers in modular construction trade at 6–10× Reuters.

• Key Risks & Catalysts: Supply-chain constraints could delay rollout; regulatory approvals in U.S. municipalities are a gating factor. Catalysts include first U.S. West Coast factory opening in H2 2025.

• Our Take: Fairly valued given execution risk—best for investors comfortable with manufacturing LP risk in exchange for outsized long-term growth.

4. PIPE & Financing Flows

• Redemption Rates: Average Q2 2025 SPAC redemption rate was 99%, with June alone at 97%—the highest quarterly level on record SPACInsider.

• PIPE Activity: Limited new PIPEs amid high redemptions; most sponsor groups are deferring PIPE raises until closer to de-SPAC votes.

• Debt Financing: A handful of sponsors are exploring small-ticket asset-backed loans rather than high-yield bonds, given tight credit spreads.

5. Regulatory & Legal Watch

• SEC Guidance Updates: In May, the SEC expanded private-draft review accommodations and clarified “lock-up” agreements and materiality thresholds for de-SPAC proxies, reducing audit-opinion timing risk Debevoise.

• Enforcement Spotlight: No new subpoena disclosures this week, but expect commentary from the Division of Corporation Finance on sponsor dilution disclosures by September.

6. Sponsor Moves & People in Play

• Trump-Backed SPAC Launch: Eric & Don Jr.’s New America Acquisition I marks the Trump family’s third SPAC vehicle in 12 months Reuters.

• Repeat Sponsors: Brigade Capital’s M3-Brigade VI filing underscores their growing SPAC pipeline; Iris Acquisition sponsors are already at SPAC III.

7. Sector Heat Map

• Modular Housing (Boxabl) – Heating up with innovative construction tech.

• Domestic Manufacturing – Themed around on-shoring & critical minerals.

• Energy Metals – SPAC deals in battery-grade nickel and cobalt.

• Biotech & AI – Continues to attract serial sponsors, per 2025 SPAC Conference takeaways on crypto convergence & regulatory clarity Woodruff Sawyer.

8. The Numbers That Matter

99% — Q2 2025 average SPAC redemption rate; shareholders are tolerating little execution risk SPACInsider.

9. Our Take: Analyst Corner

The SPAC redemption “crisis” is overstated if viewed as mere rejection of targets; it’s better framed as a capital preservation event. High redemption rates signal that retail and “airball” institutional investors are unwilling to wait out extended de-SPAC timelines, forcing sponsors to raise larger PIPEs at tighter spreads or risk deal collapse.
<br>Balance of Returns: A recent CLS Blue Sky analysis finds that SPACs deliver an average 2.4% combined return to redeeming and non-redeeming shareholders—positive, but concentrated among the early movers CLS Blue Sky Blog. Non-redeemers alone lose ~9%, highlighting that patient capital must be truly selective.
<br>Longer-Term View: As macro stabilizes and execution teams refine target diligence, we expect redemption rates to drift down toward 85–90% in 2026, unlocking better risk-adjusted returns. Sponsors who line up anchor PIPE investors early and lean on repeat-deal track records will outperform.
<br>Actionable Insight: Founders should seek sponsors with prior de-SPACs that closed on schedule; investors should favor vehicles with announced PIPE commitments ≥30% of deal size to mitigate late-stage financing risk.

10. Upcoming Deadlines & Calendar

• Aug 20, 2025: Iris Acquisition II anticipated S-1 effectiveness.

• Sep 30, 2025: FG Merger II shareholder vote (tentative).

• Oct 15, 2025: New America Acquisition I Corp de-SPAC vote expected.

• Sep 15–16, 2025: SPAC Summit 2025, New York City (networking & panel discussions).

Stay tuned for next issue, where we’ll unpack the first half of Q3 de-SPAC results and dive into how AI-focused SPACs are structuring their earn-outs.

Because more often than not, “luck” is just a word people use when they didn’t see all the deliberate advantages that were stacked ahead of time.

The truth is simple: luck favors the prepared — and the well-positioned.

If you’re trying to raise capital, grow your company, or close a transformative deal, waiting for luck is like waiting for lightning to strike while holding a rubber umbrella.

But if you stack smart advantages — informational, relational, structural, and technological — you're not just hoping. You're engineering your outcome.

🔧 The Tools That Shift the Odds

Let’s get practical.

One of the most powerful tools I’ve built is the Lean SPAC List — a simple excel spreadsheet that contains the list of the SPAC sponsors that still not have announced a transaction and that are looking for a target to merge with.

These are the people actually writing checks, signing deals, and closing transactions, and not just making noise.

Whether you're a founder, banker, or advisor, staying aligned with the right SPACs at the right time can open doors to institutional capital that others never even see.

If you know a CEO or a founder looking for the right tool, please send this to him or her.

Share Lean SPAC List

📘 Read This If You're Raising Capital: The DREAMS Protocol

Tools give you leverage. But you also need a framework.

That’s why I wrote The DREAMS Protocol, which is a practical guide for anyone trying to bring institutional capital into their business. You can find it on Amazon both in paperback or Kindle format.

It walks you through:

• ✅ How to structure your business to attract real capital

• ✅ What institutional investors and SPAC sponsors actually look for

• ✅ How to think and speak in terms that drive valuation and commitment

• ✅ Why timing, narrative, and governance are not optional

This is not theory. It's the playbook used by real founders who've raised real money.

🧠 Final Thought: Luck Isn't Magic. It's Momentum.

If you’re serious about building financial success — not just chasing funding — remember this:

"Luck is what happens when preparation meets opportunity." – Seneca

So stack the deck:

• ✅ Use smart tools (like the Lean SPAC List)

• ✅ Learn proven strategies (in The DREAMS Protocol)

• ✅ And stay ready for your moment

Because in this game, luck isn’t random. It’s engineered.

Here is a sample of the excel spreadsheet. The free version of the list only carries the names and tickers. Get the full version by subscribing to one of the plans.

Lean Spac List Free Version

4.1MB ∙ XLSX file

Download

Download

Lean Spac List (13 May 2025)

4.13MB ∙ XLSX file

Download

Download

The number of SPACs looking for a deal now stands at 113. The new additions are

Gores Holdings X Inc

Crane Harbor Acquisition Corp

Inflection Point Acquisition Corp III

Berto Acquisition corp

Republic Digital Acquisition Co

Cartesian Growth Corp III

Cantor Equity Partners II, Inc.

EGH Acquisition Corp

Perimeter Acquisition Corp. I

This transaction showcases how SPACs remain a powerful bridge between U.S. capital markets and critical resource development abroad. It’s not just a one-off—it’s a signpost for what’s to come. As geopolitical pressures and the energy transition accelerate demand for strategic minerals, we should expect more SPACs and other financial vehicles to follow suit, connecting Wall Street with vital projects across Africa and beyond.

The background SPAC

Hennessy Capital Investment Corp VI (HCVI) , a SPAC set up by Daniel Hennessy and Nick Geeza in September 2021. Originally targeting $300million, they eventually raised $340 million after exercising the free shoe , to find and merge with a target from the Industrial sector and no particular geography definition. The deal was originally underwritten by Citigroup and Barclays as joint-lead.

After having evaluated 390 targets, reviewed 115, signed 93 NDAs, sent 23 non-binding LOIs, sent 3 binding LOIs, they finally found the One.

In September 2024, they announced a deal with Namib Minerals, an established gold producer with operations in Zimbabwe. They operate 3 projects of which 2 are scheduled to get into production. The How mine is currently producing at a rate of 27,000 oz per annum.

They have an expansion strategy that spans over to the Haut-Katanga in the e Democratic Republic of Congo, where they have 13 exploration permits for copper and cobalt.

Given their focus on gold and copper, and with the current backdrop of strong gold prices and looming copper shortages, this deal might do well.

Comment

SPACs are looking for real assets these days, and if you have a gold mine, or a copper project, or even a promising business and you need capital, you should contact SPAC sponsors.

I publish a list of SPACs that are looking for merger targets, together with the contact details of their sponsors. You can subscribe to my free updates about the state of the SPAC market and the financing conditions for growth companies.

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