Back in 2021, when I started working as an M&A advisor, almost every entrepreneur looking to sell their company would tell me the same thing: they could go to a strategic buyer, a private equity fund, or a SPAC.
“But ideally, a SPAC.”
And I would ask them why they preferred that option.
“Private equity comes in with Excel, EBITDA, discounted cash flows…”
“Strategics know too much. You give them all the synergies and then they don’t pay for them.”
“Now SPACs — those guys pay a fortune. Someone got paid 30x revenue.”
In March 2022, I wrote an article in Expansión titled “The End of SPACs and of Companies That Should Never Have Been Public”, where I argued that the problem with these vehicles was structural: they were designed to enrich sponsors, not investors, and that the bubble—while not fully burst yet—was already deflating.
Now, in 2026, SPACs are back with force. People talk about a rebirth, a new era of discipline and maturity, and SPACs focused on deep tech. It seems we never learn.
What exactly is a SPAC?
For those unfamiliar, here’s a straightforward explanation.
A SPAC (Special Purpose Acquisition Company) is a company with no real operating business that goes public. Its sponsors raise capital from investors through an IPO with the intention of later merging the vehicle with a private company they will identify.
The money raised is placed in a trust, and sponsors typically have 24 months to find a target company. If they don’t, the money is returned. If they do, the merger takes place and the private company becomes publicly listed—bypassing much of the traditional regulatory process.
You could think of it as a publicly listed search fund, but with a crucial difference: in a search fund, the searchers’ incentives are fully aligned with long-term success. In a SPAC, the sponsor is primarily paid for completing a deal—not for whether that deal performs well five years later.
Why they tend to fail
Let’s go a bit deeper.
Sponsors typically invest a few million dollars (mainly to fund the IPO and their own salaries), and in return receive up to 20% of the post-merger equity in the form of warrants and founder shares—simply for setting up the vehicle and finding a target.
That stake only has value if a deal is completed. If the SPAC is liquidated without a transaction, the sponsor loses their initial investment.
This creates massive adverse selection. As the deadline approaches, sponsors are incentivized to close a deal—even if the target is overvalued or not ready to be public.
And what about the companies that choose a SPAC instead of a traditional IPO? In many cases, it’s because they wouldn’t pass the scrutiny of a conventional IPO process—months of preparation, regulatory review (SEC, CNMV, etc.), and roadshows with professional institutional investors.
That process exists for a reason: it filters out companies that aren’t ready. SPACs bypass that filter.
The data behind SPAC failures
Some hard data from the SPAC boom:
→ A study by Jay Ritter (University of Florida), covering 2012–2024, shows that de-SPAC returns significantly underperformed the market every single year, with gaps of up to 73.6%.
→ Mergers completed in 2021 lost an average of 67% of their value. Those in 2022, 59%. More than 90% of companies that went public via SPAC between 2020 and 2022 were trading below $10 (their IPO price) by the end of 2023.
→ The liquidation rate (SPACs that failed to find a target and returned capital) went from under 1% in 2021 to 67% in 2023.
→ In 2023 alone, at least 21 SPAC-listed companies filed for bankruptcy, wiping out over $46 billion in market value.
→ 44% of SPAC-listed companies filing annual reports in 2023 included going concern warnings, compared to 22% of comparable IPO companies.
Some well-known SPAC disasters
Spain had its SPAC moment too
Wallbox, the Barcelona-based EV charging company, went public on the NYSE in October 2021 via SPAC at a $1.5B valuation.
Today it trades around $2.5 per share—a 95% drop. In November 2024, it received a non-compliance notice from the NYSE due to insufficient market cap. Revenues declined 10% YoY in Q4 2025, and it remains deeply unprofitable.
Martín Varsavsky raised $271M on Nasdaq in 2021 with Levere Holdings, a SPAC targeting European mobility. In March 2023, it returned all capital after failing to find a suitable target. To his credit, he chose not to force a bad deal.
RESCAP, backed by Santander, Allianz, and Alantra, raised ~€600M with a similar goal. Same outcome: capital returned in 2023 without a deal. No bad transaction—but years of idle capital.
Codere Online went public via SPAC in 2021. It’s still listed (which already counts as a win in SPAC terms), but trades ~20% below its IPO price and has faced reporting delays and delisting warnings. Not a total failure, but far from a success.
And now they’re back
In 2025, over 130 SPACs launched in the U.S., raising around $25B—about 40% of all IPOs that year.
In just the first two months of 2026, nearly 50 SPACs have already raised around $10B. That’s roughly 89% of all IPOs so far this year.
What’s different this time?
Mainly: regulation.
In July 2024, the SEC introduced new rules for SPACs:
Is that enough to change the nature of the vehicle?
Frankly, I doubt it.
But at least it’s no longer the Wild West of 2020–2022.
In recent years, none of the entrepreneurs I work with have brought up SPACs as an exit option.
But with headlines celebrating their comeback—and new SPACs raising capital every week—I suspect it won’t be long before I hear it again: “Joshua, why don’t you find us a SPAC to buy us?”
By Joshua Novick, partner at Bondo Advisors
cloud technology axon
The company generates annual revenues of approximately €90 million a...
