SPAC Disputes

As the landscape for special purpose acquisition companies (SPACs) remains tumultuous, experts at The Brattle Group have a unique set of skills to serve this emerging investment space and its constituent parties. Given the complexity of SPACs and the types of issues that arise throughout the transaction process, Brattle experts can provide guidance and counsel to SPACs, their sponsors, investors, and de-SPAC companies.

Compared with traditional initial public offerings (IPOs), SPACs allow for an accelerated timeline to take a company public and offer company stakeholders more control over deal terms and offer pricing.

After two years of decline following a boom in 2020–2021, SPAC activity began to stabilize in 2024. As of January 2026, 144 SPAC IPOs were recorded in 2025, reflecting renewed – but cautious – investor interest. Drivers include market volatility (as companies look beyond traditional IPOs), expectations of a more favorable regulatory environment, and a pipeline of targets in AI, clean energy, and biotech. Today’s market is narrower and more selective than it was during the boom years of 2020–2021, with greater emphasis on sponsor quality, governance, and realistic valuations.

This page provides a primer on SPACS and highlights the latest SPAC market, litigation, and regulatory trends, as well as Brattle’s capabilities in this space.

Source: “SPAC Research, Weekly SPAC Monitor, as of January 5, 2026” (See SPAC Reports | SPAC Research)

Number of SPAC IPOs

Recent Trends and 2025 Outlook

Regulatory and Market Shifts (2022–2024)

SPAC Boom (2019–2021)

What is a SPAC?

Recent Trends and 2025 Outlook

As of January 2026, 144 SPAC IPOs were recorded in 2025, reflecting renewed interest from investors. This resurgence has been attributed to:

  • Market Volatility: Companies are again seeking alternatives to traditional IPOs during uncertain market conditions.
  • Evolving Regulation: Anticipation of a more favorable regulatory environment has encouraged sponsors to return.
  • Target Availability: Certain sectors – such as artificial intelligence, clean energy, and biotech – remain attractive candidates for SPAC mergers.

Despite this rebound, SPACs are no longer seen as the unchecked growth engine of 2020–2021. Instead, they represent a more niche but still relevant path to the public markets, with a sharper focus on quality sponsors, stronger governance, and realistic valuations.

Regulatory and Market Shifts (2022–2024)

The boom years were followed by a sharp correction. By 2022, heightened regulatory scrutiny –particularly from the US Securities and Exchange Commission (SEC) – and weakening market conditions drove SPAC activity down dramatically. The SEC proposed rules on March 30, 2022, that sought to increase transparency around sponsor conflicts of interest, enhance disclosure requirements, and extend liability to underwriters in de-SPAC transactions. These measures, coupled with rising interest rates and broader market volatility, made SPACs less attractive.

2023 marked the bottom of the cycle, with only 31 SPAC IPOs, the lowest since before the boom. Many SPACs from the 2020–2021 wave struggled to find suitable merger targets within their two-year timelines, leading to a high number of liquidations.

SPAC Boom (2019–2021)

Starting in late 2019 and skyrocketing during 2020 and 2021, there was an unprecedented surge in SPAC listings. During this period, nearly 1,000 SPACs went public, with 2021 alone setting a record with 613 IPOs. Many factors fueled this boom, including highly valued private companies seeking exit opportunities during the uncertain COVID-19 IPO environment, and the abundance of “dry powder” from investors seeking returns outside of traditional markets.

Proponents argued that SPACs gave retail investors access to high-growth, innovative companies – especially in sectors like technology, fintech, and EVs – that were typically reserved for venture capital and private equity investors. However, critics highlighted structural concerns, including post-merger underperformance, dilution from sponsor incentives, and high transaction costs that often outweigh benefits for public shareholders.

What is a SPAC?

A SPAC is a publicly listed “blank check” company created to raise capital through an IPO with the purpose of acquiring or merging with an existing private company. This provides an alternative route for private companies to go public, often faster than a traditional IPO.

BACKGROUND ON SPACS AND MARKET TRENDS

Litigation Landscape

Regulatory scrutiny by the SEC, coupled with poor stock return performance of many de-SPAC operating companies, has generated a wave of securities litigation targeting the shell companies and de-SPAC operating companies. Litigation can arise at all stages of the SPAC process, but often happens when the de-SPAC transaction closes and the new operating company lists on the exchange. Litigation against the parties involved in SPACs can take many forms, both from private and public litigants, including:

Litigation Landscape

Regulatory scrutiny by the SEC, coupled with poor stock return performance of many de-SPAC operating companies, has generated a wave of securities litigation targeting the shell companies and de-SPAC operating companies. Litigation can arise at all stages of the SPAC process, but often happens when the de-SPAC transaction closes and the new operating company lists on the exchange. Litigation against the parties involved in SPACs can take many forms, both from private and public litigants, including:

ACTIONS FROM PRIVATE AND PUBLIC LITIGANTS

GOVERNMENT REGULATORY ACTIONS

  • Securities class actions alleging violations of the Securities Act or the Securities Exchange Act and misstatements or omissions in the disclosure of public statements. These can be brought against a SPAC itself, its directors and officers, and also the SPAC sponsors and other parties involved in the deal
  • Securities class actions alleging errors in the financial statements, triggered by restatements related to the accounting for SPAC warrants or Class A shares
  • Breach of fiduciary duty suits, generally alleging that the SPAC structure creates an inherent conflict of interest that prevents the SPAC merger from meeting the entire fairness test
  • Shareholder derivative suits, typically alleging harm to the SPAC from false statements and omissions made by directors and officers, and breaches of fiduciary duties alleging SPACs are investment companies and should register as such under the Investment Company Act
  • Merger objection lawsuits, whereby shareholders sue the company following an acquisition, alleging that the process was unfair.

  • Investigations by the SEC or DOJ
  • Enforcement actions from the SEC

Both actions and investigations have already begun, centering around misrepresentations, disclosure failures, internal control weaknesses, and inadequate due diligence during the reverse merger process.

Brattle’s expertise extends across practice areas that cover these potential issues, including:

Brattle’s SPAC Capabilities

The Brattle Group can help at all stages of the SPAC process, including at its shell company stage as well as at the time of and following the initial business combination.

We have experience serving as consulting and testifying experts in litigation involving the following types of actions and related allegations:

Experts

David McKnight

Principal

New York

Edmond Esses

Principal

New York

Jan Jindra

Principal

San Francisco

Adrienna Huffman

Senior Associate

San Francisco

Adam Karageorge

Associate

San Francisco