The SPAC Podcast: Special Purpose Acquisition Company
🎙️ Welcome to The SPAC Podcast — your front-row seat to the dynamic world of Special Purpose Acquisition Companies.
Hosted by Michael Blankenship, a leading capital markets attorney and partner at Winston & Strawn LLP, and Joshua Wilson, executive producer and capital markets advisor, The SPAC Podcast brings you candid conversations, insider insights, and sharp analysis from the people shaping the future of the SPAC market.
Whether you’re a sponsor, investor, founder, attorney, banker, or just curious about the mechanics and momentum behind SPACs — this show is your go-to source for education, strategy, and real-world stories from the dealmakers behind the deals.
🚀 What You’ll Hear
In each episode, we’ll unpack:
- The structure, lifecycle, and mechanics of SPACs — from IPO to de-SPAC
- Legal and regulatory insights that matter to sponsors and targets
- Interviews with founders, investors, and advisors who’ve navigated successful transactions
- Trends and forecasts from the front lines of capital markets
- Lessons learned, deal strategies, and ways to leverage SPACs as a growth vehicle
We’re not just watching the SPAC market — we’re talking to the people building it.
🎧 Meet Your Hosts
Michael Blankenship is the Office Managing Partner of Winston & Strawn LLP (Houston) and Co-Chair of the firm’s Capital Markets practice. He has represented over 100 public companies, private equity firms, and SPACs in IPOs, M&A, de-SPACs, and securities offerings. Known for his clarity, legal acumen, and deal fluency, Michael brings unmatched insight into the regulatory, transactional, and strategic forces shaping the SPAC space.
Joshua Wilson is experienced in investment banking and the founder of multiple media brands, including The Investor Relations Podcast. With over 2,000 interviews under his belt and deep experience in real estate, private capital, and investor engagement, Josh brings a fresh voice and strategic lens to every conversation — helping connect deals with the stories and people behind them.
Together, they bridge law, finance, and media — guiding listeners through the world of SPACs with clarity, credibility, and curiosity.
🌎 Who This Show is For
- SPAC Sponsors & CEOs
- Institutional and Private Investors
- Investment Bankers & Corporate Attorneys
- Venture-backed Founders and Startups
- Private Equity & Family Offices
- Finance Professionals and Capital Markets Enthusiasts
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The SPAC Podcast
Where sponsors meet stories, markets meet momentum, and strategy meets execution.
The SPAC Podcast: Special Purpose Acquisition Company
How to Form a SPAC Entity and Where to Incorporate
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Chris Cottone explains how to properly form a SPAC entity and why incorporation choice matters. He breaks down the pros and cons of Delaware, Nevada, and Cayman structures, highlighting tax considerations, litigation risk, and cost differences sponsors should understand before launching a SPAC.
Disclaimer: Michael J. Blankenship is a licensed attorney and partner at Winston & Strawn LLP. Joshua Wilson is a licensed Florida real estate broker and holds FINRA Series 79 and Series 63 licensure. The content of this podcast is for informational and educational purposes only and should not be considered legal, financial, or compliance advice. All views and opinions expressed by the hosts and guests are their own and do not necessarily reflect the policies or positions of any regulatory agency, law firm, organization, or employer. Listeners should consult their own legal counsel, compliance teams, or financial advisors to ensure adherence to applicable regulations, including SEC, FINRA, and other industry-specific requirements. This podcast does not constitute a solicitation or recommendation for any financial products or services. Let's
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Mike B: Chris, how, how do I start a SPAC entity and, and, and where would I incorporate that in your view?
Chris C: Starting a SPAC entity, there are two main destinations that we see for, uh, for domestic SPACs. We're seeing those formed in, in either Delaware or Nevada. Now, I particularly like Nevada because you don't have the same tax rules there.
Delaware has a, a very unfriendly franchise tax scenario and they've also had some unfriendly litigation for SPACs. If you Google SPAC litigation in Delaware, you'll see some very surprising scenarios where, um, litigation was allowed to continue in. Delaware for seemingly, you know, bad reasons, at least most, most people would think they're bad reasons.
So I preferred Nevada. For any SPAC team that is going to be looking for a domestic target, then you're just dealing with, you know, federal taxation issues as opposed to state taxation issues. Now for SPAC issuers that are looking to do perhaps a target that is international. Most of those SPACs are getting formed as a Cayman entity.
And, uh, you know, to your question about how to form an entity, obviously forming an entity in Nevada is very easy. You can. You can do that through most, uh, corporate origination services for, you know, hundreds of dollars. It's not very hard. Uh, Cayman on the other hand, there is a, a, it, it's a bit more complex and you have to set up the charter and typically use a Cayman attorney.
So you are probably looking at five to 10,000 in expenses to set up the Cayman entity. But again, still far better than finding yourself in. Uh, we've seen issuers in. Delaware that have received surprising bills of a hundred fifty, two hundred, two hundred $50,000 in franchise taxes when they go to do their tax return.