May 12 lecture by Keith Townsend, King & Spalding, covering Special Purpose Acquisition Company (SPAC) dynamics, for the mHealth Israel community. The lecture incluces public company considerations, SPAC Targets, SPAC Execution and Process, sample term sheet, securities law, considerations / differences for SPACs, etc.

1. May 2021
Privileged and Confidential
King & Spalding Overview
Special Purpose Acquisition Companies
PREPARED FOR:

2. 2
Table of Contents
SPAC Overview 3
Appendix 1: SPAC Execution and
Process
12
Appendix 2: Public Company
Considerations for SPAC Targets
19
Appendix 3: Securities Law
Considerations / Differences for SPACs
24
Our Firm 28

3. SPAC Overview

4. Explosive Growth in SPAC IPOs
4
Source: SPACInsider as of April 30, 2021
~$47.1B
2009 to 2019 Gross Proceeds Raised
~$184.2B
2020 and YTD 2021 Gross Proceeds
Raised
427
SPACs looking for acquisition as of
April 30, 2021
U.S. SPAC IPOs (Annual)
Special Purpose Acquisition Company (SPAC) IPOs have exploded in popularity
 The gross proceeds for U.S. SPAC IPOs in 2020 and YTD in 2021 have far surpassed the aggregate gross
proceeds raised by all SPAC IPOs over the previous 10 years combined
 While March 2021 set the record for the most SPAC IPOs ever (109) in a calendar month, increased regulatory
scrutiny contributed to a sharp drop off in SPAC IPOs in April 2021 (13)
0
50
100
150
200
250
300
350
$0
$20
$40
$60
$80
$100
$120
2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021
YTD
Gross Proceeds ($BN) Deal Count

5. Sharp Drop in Recent SPAC IPOs
5
Source: SPACInsider as of April 30, 2021
U.S. SPAC IPOs (Monthly)
Regulatory Warnings Put a Halt to Recent Surge in SPAC IPOs
0
20
40
60
80
100
120
$0
$5
$10
$15
$20
$25
$30
$35
$40
Jan-20 Feb-20 Mar-20 Apr-20 May-20 Jun-20 Jul-20 Aug-20 Sep-20 Oct-20 Nov-20 Dec-20 Jan-21 Feb-21 Mar-21 Apr-21
Gross Proceeds ($BN) Deal Count
Accounting Issue Opens ‘Pandora’s Box’ of Possible SPAC
Financial Restatements
“Extension requests, delisting notifications and refiled financials are
beginning to litter the SPAC market weeks after officials at the U.S.
Securities and Exchange Commission tripped up the blank-check
bonanza with new guidance on how to account for warrants.”
May 3, 2021
SEC Warns SPACs Aren’t a Way to Avoid Securities Laws
“The SEC has a fresh warning for the booming SPAC market: Blank-
check companies aren’t an end-around to avoid disclosing key
information to investors. Claims that promoters face less legal liability
than a traditional public offering are “uncertain at best,” said John Coates,
the acting director of the agency’s corporation finance division.”
April 9, 2021

6. 6
Completed SPAC Acquisitions by Industry
* Logos included for SPAC deals with an implied EV greater than or equal to $1B, per SPACInsider as of April 30, 2021
** Grouped by GICS Sector Name with K&S Adjustments (e.g., Electric Vehicle / Battery)
95 SPAC Acquisitions completed in 2020 and YTD 2021

7. IPO Phase
SPAC Execution Phase
30M Units
7
Illustrative Economics for SPAC Funding
8M Warrants
for $8M
20% Sponsor Promote –
7.5M Founder Shares
(for $25k)
$300M Investment
100% Ownership by
SPAC
~68% Ownership to Target
Company Shareholders
10M Shares
$100M Investment
At Risk IPO Fees
M&A Fees
$1M
$6M
$1M
$4M
$10.5M
$16M
$7.5M
SPAC
IPO Investors
Target Company
Sponsor
PIPE Investors
Underwriter
Other Advisors
Working Capital
Deferred Underwriting Fees
PIPE Fees
Buy/Sell Side Banker Fees
Other
Refer to pg. 8 for additional
details regarding the
illustrative sources & uses
within a SPAC structure

8. 8
SPAC Structure
Units are typically sold at $10 per unit, with 100% of the cash raised in
the IPO being placed into a trust account
Cash in the trust account is not released until the SPAC completes its
initial acquisition, or if the SPAC must make a redemption of Class A
common stock at the end of its lifespan
Number of public warrants per unit varies from about 1/2:1 to 1/5:1,
but there is no restriction
• Warrants are intended to compensate investors for tying up funds
with no immediate returns
SPACs will raise 1/5th to 1/3rd of the equity value of the target they
ultimately expect to acquire (minimizes dilutive impact of sponsor’s
shares)
The Class A common stock and the public warrants will separate –
the public shareholders can opt to have their Class A common stock
redeemed if they do not like the acquisition selected by the sponsor,
but still get to keep their warrants
Class A Common Stock Public Warrant
Sponsor will pay a nominal amount ($25,000) for Class B common
stock equal to 20% of the total shares outstanding following
completion of the IPO
• These shares automatically convert into Class A common stock at
the initial acquisition on a one-for-one basis unless conversion is
waived
• Exchange ratio is adjusted to provide anti-dilution protection if
additional Class A common stock is issued (excluding shares
issued to the acquisition target)
Sponsor will also purchase warrants (or units representing warrants
and common stock) in a private placement to fund the IPO and
operating expenses of the SPAC
Sponsor may also make a working capital loan to the SPAC to further
fund operating expenses
• These loans can be structured to convert into additional warrants /
units at the private placement price
Private Warrant / Units Class B Common Stock
Public Shareholders Sponsor
Illustrative Sources & Uses From SPAC IPO (in thousands)
Sources Uses
IPO Sale of Units 300,000 Fund Trust Account 300,000
Sale of Private Warrants to Sponsor 8,000 Underwriting Discount (1) 6,000
Total Sources 308,000 IPO Expenses 750
Post-IPO Working Capital 1,250
Total Uses 308,000
Typical SPAC IPOs sell units, consisting of one share of Class A common stock and a fraction of a warrant –
sponsors typically receive Class B common stock and additional warrants in a private placement
(1) Typical underwriting discount is 5.5%, but 3.5% is usually deferred until an acquisition occurs

9. 9
SPAC Execution Overview
Prepare
Negotiate
Market
Sign
Vote/
Marketing
Close
• Enter into LOI with
SPAC sponsor
• Appoint advisers and
define the timetable
• Resolve capital
structure issues
• Evaluate potential
accounting issues
• Evaluate Board
composition
• Negotiate definitive
transaction agreement
• Negotiate other
material agreements
• Draft S-4/proxy
statement for
acquisition
• Prepare financials
(audited and unaudited
stub period required)
• Conduct financial,
business and legal due
diligence
• Enter into Investor
NDAs
• Engage investors
(management
presentations, etc.)
• Market PIPE
transaction
• Finalize transaction
agreement
• Finalize financials
• Finalize S-4/proxy
statement for
acquisition
• Execute transaction
agreement and PIPE
• File for HSR approval,
if needed
• File S-4/proxy
statement for
acquisition
• Respond to SEC
comments as needed
• Receive SEC
clearance for S-4/proxy
statement
• Hold SPAC
shareholder vote to
approve acquisition
• Meet with key
institutional
shareholders
The SPAC Business Combination process typically takes 3 – 6 months from start to finish
• Complete closing
mechanics
• Establish investor
relations function
• Begin executing on
public company
strategic plan
• Research analyst
coverage
• File Super 8-K
Signing to Closing approximately 120 days
Timeline slightly longer in 2021 due to significant SPAC retail
ownership post announcement, which has lengthened the
SPAC shareholder solicitation process
LOI Draft to Signed Agreement 60 days
Timeline can vary based on breadth of SPAC-off process
and strength of the PIPE market at any given time

10. 10
SPAC Advantages
For the Target For the Sponsor
For the SPAC IPO Investors
• Faster Path to liquidity (relative to IPO) when traditional
sell-side opportunities are constrained
• Go public during periods of market instability
• Ability to include financial projections in PIPE marketing
materials and proxy statement for approval of business
combination, not available in IPO (equals ability to price
in forward projections) – NOTE: this is more uncertain
based on SEC guidance.
• Public markets or capital to fund operations/growth
• Ability to structure transaction, including cash-out to
existing owners and earn-outs, not available in IPO
• Ability of existing owners to share meaningfully in future
growth via stock rollover not available in exit via sale
• Pre-funding acquisition strategy
• Greater flexibility, broader base of potential investors
and greater ease in capital raising vs. traditional private
equity
• Platform to monetize proprietary deal flow
• Potentially very attractive upside
• More credibility with seller with cash in trust
• Ability to leverage cash in trust and fund larger
acquisitions
• Possible Serial SPACs
• Opportunity to co-invest with successful founders
• Liquidity of investment
• Downside protection until closing of business combination

11. 11
Recent Developments
• Widespread inquiry from Enforcement into internal bank policies and procedures regarding
SPACs, along with transaction information
• Raised a number of questions, including whether the Private Securities Litigation Reform Act
safe harbor for projections used in SPAC transactions applies
• His remarks suggest that the SEC staff has concluded that a de-SPAC transaction might better
fit within the definition of an IPO, and therefore be outside the safe harbor for projections
• This has led to numerous restatements (with more to come) and caused SPACs in the pipeline
for IPOs to evaluate the appropriate accounting treatment / potential changes to warrant terms
• Shook the market; contributed to the April SPAC slowdown
Late March – SEC SPAC Sweep
April 8 – Statement from Acting Director of the Division of Corporate Finance
April 12 – SEC Guidance Indicating that Warrants May be Considered Liabilities

12. Appendix 1: SPAC Execution
and Process

13. • Unlike previous SPAC activity, the increasing number of SPAC IPOs has resulted in heightened competition for quality
acquisition targets
• Referred to as a “SPAC-off”, potential targets will meet with multiple SPACs that fit their industry profile and capital needs in
hopes of negotiating a better deal
• In companies’ views, the closer a SPAC gets to forced liquidation, the more flexible their sponsors are likely to be
13
• While the ultimate structure of any de-
SPAC transaction is limited to what
was included in the IPO prospectus,
SPACs do have the ability the
negotiate a number key deal terms
• As summarized in the following slides,
flexibility on these key deal terms
could help a SPAC set itself apart from
other competing SPACs
• Additionally, SPACs with a
management team and/or board
possessing significant industry and/or
public company experience may be
extremely appealing to acquisition
targets
• Similarly, management teams that are
able to provide the target company
with continued access to capital
markets may be viewed more
favorably in a competitive transaction
Considerations
Competition in SPAC Transactions
*Per SPACInsider as of April 30, 2021, KBL Merger Company IV and LifeSci Acquisition Corporation implied enterprise value TBD
95 SPAC acquisitions completed in 2020 and 2021 YTD with implied enterprise
values ranging from ~$28MM to ~$16BN:
0
5
10
15
20
25
30
≤ 500 (501 - 1,000) (1,001 - 1,500) (1,501 - 2,000) >2000
SPAC
Acquisitions
Completed
(#)
Implied Enterprise Value ($MM)

14. 14
First Steps for Targets Evaluating a SPAC Transaction
1. Pick the Right Team. Before embarking on a SPAC transaction, you should line up the right advisors to guide
you through the process, including legal advisors, a sell-side investment banker, a strong PCAOB qualified
independent auditor and accounting advisory consulting help
2. Ready Your Projections. Your projections will be evaluated by SPAC suitors, PIPE investors and ultimately
the public markets – they need to be rock solid – because you will be stuck with them
3. Pick the Right Sponsor. A SPAC is not just a means to go public. You will navigate the SPAC process and
the public markets with your SPAC partner. Picking the SPAC that is the right cultural “fit” is more important than
winning every deal point or getting the last valuation dollar. Experience and track record matter
4. Get Your House in Order. As outlined in the first section of the presentation, you need to ready the company
to enter the public markets – there is no shortcut to Public Company Readiness. You just have to do the work
5. Make Sure Your Owners Are Aligned. The governance and investment documents of most public
companies just don’t work when it comes to a SPAC. It is critical that your owners are on the same page because it
is likely that you will need to amend your existing capitalization documentation to make a SPAC merger possible
6. Don’t Underestimate the Costs. SPAC deals aren’t cheap and being a public company = more
overhead. When working through minimum cash requirements for a SPAC transaction you should get a clear
picture of likely costs. In addition, you should work with your advisors to get a solid estimate of go-forward public
company costs when building your projections. Among other items, D&O costs for de-SPACed companies has
increased significantly in recent months
7. Evaluate vs. Other Strategic Alternatives. A SPAC transaction is just one of several strategic alternatives
available to most companies. You should keep an open mind to all options

15. 15
SPAC Execution Risks
Scale of Risk as Timeline Progresses
Evaluate
SPAC / IPO /
Sale
Execute
Merger
Agreement /
Raise PIPE
Begin
Negotiating
LOI
File S-4 /
Proxy
Execute LOI
SPAC
Shareholder
Meeting /
Redemptions
Closing
• Continue evaluating deal terms with multiple SPACs until LOI is executed; leverage the competitive dynamic to
improve terms
• Backload due diligence until post-LOI, but interact sufficiently with SPAC sponsors to assess the right “fit”
• Be wary of SPACs that want to announce based on a signed LOI or a signed Merger Agreement before a PIPE is
committed in order to extend the life of the SPAC – risk of failure is much higher
• Prepare target sections of S-4 (target to draft) in concert with negotiating merger agreement to minimize time
period and transaction risk post-signing / pre-SEC filing
Key Considerations for Targets Throughout the Timeline
Higher
Risk
Lower
Risk

16. 16
De-SPACing - Due Diligence
• Unlike a typical merger (or reverse merger), due diligence is somewhat simplified for the
Target company (since the SPAC is not a typical “shell company” or an operating company
with legacy liabilities)
 Although the target can and should perform reviews of the SPAC’s sponsor, investors,
and potential management structure post-merger
• Conversely, the SPAC will undertake full diligence of the target, focusing on the following,
among others
Legal Capitalization
Business & Financial
Financial Statements
Projections
Management Team
Employment Agreements
Legal Proceedings
Leases / Other Commercial
Agreements
Regulatory Issues
Other Material Contracts
Equity Capitalization
Outstanding Debt
Treatment of Equity in SPAC Deal
Equity Incentive Plans

17. 17
SPAC Litigation
• Cases are being filed in state courts under state law “duty of disclosure” theories and in federal courts for
alleged violations of the federal securities laws
• Whether any of these suits prevail remains to be seen, but we expect they will proliferate as more plaintiffs’
firms chase these transactions; thus, it’s important for sponsors and their D’s and O’s to mitigate risk
through indemnification, insurance, and forum selection provisions
Given recent deal volume, many commentators anticipate a surge in SPAC-related litigation in 2021
• Deal disclosures are subject to Securities/Exchange Act
liability, but aren’t vetted as rigorously as an IPO
 Rules for civil and/or regulatory liability include 10(b)
and Rule 10b-5, 14(a) and Rule 14a-9, Section 11,
Section 12, Section 16, state law claims (e.g. business
judgment)
• Chatter around the PIPE process or subsequent
disclosure issues can negatively impact investments or
cause reputational risks
• Target projections must also be disclosed and, despite
any warnings to the contrary, may be relied on by the
market
Material Non-Public / Disclosure Risks
• There is a growing trend of SPAC shareholder lawsuits
being filed immediately after initial business combination
announcements
 These lawsuits seek both money damages and
injunctive relief to prevent the transaction from coming
to fruition
 Plaintiffs generally contend that there was a failure to
adequately disclose conflicts of interest between
management and shareholders and/or other material
facts about the proposed merger; and, as a result,
shareholders are not afforded the opportunity to make
an informed decision whether to redeem their shares
or participate in the proposed transaction
Shareholder Lawsuits

18. 18
SPAC Regulatory Risks
In 2020, the SEC made a series of public statements indicating a major focus on the disclosure of
sponsor compensation to investors / pay structures for generally. With a SEC shift in priority from
protecting Main Street to prosecuting Wall Street, the criticism surrounding the disparity in incentives
will continue. Further, in 2021 the SEC made a series of statements which indicate significant
increasing scrutiny on SPACs.
• In late December, the SEC’s Division of Corporate
Finance issued guidance highlighting the potential for
conflicts of interest between SPAC officers, directors and
management teams and public shareholders
 The SEC warned that SPACs “should consider
carefully its disclosure obligations” as they relate to
conflicts of interest under federal securities laws
SEC Focus on Conflict of Interest
• Antitrust is a major focus/growth area/priority for
regulators
• Collusion/bid rigging – demand for targets exceeds supply
• Concentration risk – although one acquisition won’t give
rise to scrutiny, entities or individuals with multiple SPACs
and targets should be conscious of anything that could
“substantially lessen competition”
Antitrust Risks
• April 8 statement from Acting Director of Corp Fin raised a
number of questions, including whether the PSLRA safe
harbor for forward-looking statements applies.
• April 12 guidance indicates that warrants may be
liabilities, which will necessitate restatements.
SEC 2021 Focus
• Insider Trading - Prior to the public disclosure of the
target, insiders with material non-public information (e.g.
offer pricing, dilution, etc.) could trade on shares
• Timeline/Due Diligence - SPACs operate on an
accelerated timeline, which conflicts with the need to have
a robust due diligence process
Other Risks

19. Appendix 2: Public Company
Considerations for SPAC Targets

20. 20
Public Company Readiness
“[Public Company] Readiness involves the acceptance and implementation of
change – not just by executive management, but throughout every aspect of
your business, organization and corporate culture.”
—GUIDE TO GOING PUBLIC
Accounting Considerations
• Confirm auditor independence under Public Company
Accounting Oversight Board standards and standing of
current audit firm
• Have auditors subject financial statements to public
company audit requirements
• Prepare any required additional public company
financial statement schedules or disclosures
• Ensure quarterly closings include all cut-offs, accruals
and tax reporting performed at year-end
• Formalize projection and forecasting process
• Benchmark key performance indicators against peers
• Prepare for compliance with SOX 404 and SOX
302/906 (creating, documenting and testing of internal
controls)
• Consider any cheap stock issues for recent and future
equity awards
Financial Statements for Acquisitions
• An acquisition is significant if any of the following three
tests are above the 20% level:
 Investment test
 Total asset test
 Pre-tax income / revenue test
• Historical financial statements for acquisitions are
required in the IPO prospectus as follows:
 >20% but <40% - audited financial statements for
most recent fiscal year
 >40% - audited financial statements for the two
most recent fiscal years
• Article 11 pro forma financial statements are required
whenever historical financial statements for an acquired
entity are required

21. 21
Additional Financial Disclosure
Discussion Topics
Financial Statements to be Included for SPAC Targets
• Three years but two years if:
 Target would qualify as SRC
 SPAC is EGC, SPAC has not filed first 10-K, and
target would qualify as EGC if it were conducting IPO
• Any acquisition financials required; complete 3-05 analysis
• Public company additions to existing footnote disclosure
• Selected financial data presentation
• Discuss other metrics / non-GAAP measures
“The preparation of SEC-compliant financials and the
development of the capability to produce these in a
timely way going forward is almost without exception
always the ‘longest pole’ in the IPO timeline and the
area most demanding of the up-front investment of
resources.”
—INITIAL PUBLIC OFFERINGS: CONSIDERATIONS FOR BUSINESS
OWNERS AND EXECUTIVES TAKING THEIR COMPANY PUBLIC
Sarbanes-Oxley Section 404(b)
• EGCs are exempt from the requirement to provide an auditor
attestation of internal control over financial reporting; exemption
continues for as long as the company maintains EGC status (up to
five years)
• SPACs that qualify as EGCs enjoy this same exemption, but the five-
year time period runs from the SPAC IPO, not the date the SPAC
acquires a target
Quarterly Reviews by Auditors
• Comparable period information for prior year (e.g., 2020 information
for 2021 SPAC transaction)
• Confirm no requirement by auditors for audits of stub periods
Other Considerations
• MD&A
 Evaluate / discuss segment reporting
 Consider any operational / reporting line / information
packages to CODMs changes
 Discuss preparation of MD&A template
• Forecasting / model for research analysts
• SOX readiness / internal control documentation / internal audit
• Information / accounting systems
• Consulting help / additional personnel needs, if any
• Audit Committee membership / documentation
• Comfort letter process
• Any accounting issues to preview with the SEC
• Technical accounting memos
• Other specific accounting issues
• Establish internal audit function

22. 22
Other Public Company Readiness
Considerations
Corporate Governance Considerations
• Having the right Board and executive team
• Evaluate use of staggered Board
• Determining whether to utilize “controlled company”
exemption
• Evaluate additional prospects to serve as independent
members of the Board
• Reorganize and memorialize related-party arrangements
• Formalize employment agreements and equity-oriented
arrangements (post-SPAC compensation arrangements)
Other Considerations
• Develop the public company “story” – the investment thesis
and the strategy
• Evaluate corporate structure changes and taxation
implications
• Build public company reporting infrastructure, as needed,
including by ramping up hiring in financial reporting and
legal functions
• Prepare background materials for SPAC-off and initial
meeting with bankers, including views on forward
projections
• Executive compensation program review; evaluate use of
compensation consultant
“Challenging accounting and financial reporting issues are the mere tip of
the iceberg in terms of [public company] preparation. The greater challenge
is looking across major functions to identify which areas may need to be
created or enhanced to prepare the company to become a public company.”
—ROADMAP FOR AN IPO
Post-SPAC Proxy Advisory Services
• As part of a corporate governance review process, the target should be mindful of post-SPAC reviews that ISS, Glass Lewis and
others will perform on an annual basis
• It is important to evaluate voting guidelines of the proxy advisory services and large institutional shareholders to avoid directors
receiving withhold recommendations when up for reelection

23. 23
Board and Committee Independence
(Non-Controlled Company)
At Listing Within 90 Days Within One Year
Majority
Independent
Board
None None Majority Independent
Independent
Audit
Committee
At least one independent member at listing
(at least 1 total member, typically 3)
Majority of independent
members
(at least 2 total members,
typically 3)
Fully independent
(at least 3 total
members)
Audit
Committee
Financial
Expertise
All members must be financially literate and one
member must be a financial expert
Same Same
Independent
Compensation
Committee
At least two independent members needed to form
a subcommittee for Section 16 purposes
(typically 3 total members)
Majority of independent
members
(typically 3 total
members)
Fully independent
(typically 3 total
members)
Independent
Nominating /
Governance
Committee
At least one independent member at listing
(typically 3 total members)
Majority of independent
members
(typically 3 total
members)
Fully independent
(typically 3 total
members)
In the case of a SPAC transaction, phase-in periods beginning at listing apply from the time of the SPAC IPO, not the time of the SPAC’s acquisition of a target.

24. Appendix 3:
Securities Law
Considerations /
Differences for SPACs

25. 25
Securities Law Treatment Generally
Description
IPO Companies
Generally
Legacy SPAC
Form S-8
• Permits companies to quickly and efficiently
register securities issuable under employee benefit
plans for offer to directors, officers and employees
with limited disclosure requirements
• Use generally
permitted
immediately
following IPO
• Use not permitted for at least 60
days following the date the SPAC
files its public Form 10 information
Rule 144
• Permits security holders to sell restricted securities
after a six-month holding period, subject to certain
limitations
• Provides a non-exclusive safe harbor from being
deemed to be a statutory underwriter
• Use permitted at
any time (pre- or
post-IPO)
• Use not permitted until at least one
year following the date the SPAC
files its public Form 10 information
Rule 145
• Deems affiliates of target companies to be
statutory underwriters absent compliance with Rule
145
• Scope of permitted resales generally tracks that
under Rule 144
• Not applicable in
an IPO
• Use not permitted until at least one
year following the date the SPAC
files its public Form 10 information
WKSI Status
• Allows companies to access the capital markets for
registered offerings without SEC review (among
other benefits)
• Qualification as a
WKSI is common
one-year post-IPO
• Not eligible to be treated as a WKSI
for at least three years following the
date the SPAC ceases to be a shell
company
“Baby” Shelf
• Permits companies with a public float of less than
$75 million to use short form registration
statements for certain primary offerings
• Available one-year
post-IPO
• Not available until at least one year
following the date the SPAC files its
public Form 10 information
Incorporation
by Reference
into Form S-1
• Allows companies to incorporate previously filed
material by reference into registration statements,
speeding up the registration process and
minimizing transaction costs
• Available after the
company files its
first Form 10-K
• Not available for at least three years
following the date the SPAC ceases
to be a shell company

26. 26
Securities Law Transfer Limitations (Proxy)
SPAC IPO Investor
Target
Sponsor PIPE Investor
Affiliate Non-Affiliate
Common stock
(other than
promote shares)
• Freely transferable
• No lock-up
• Sale requires registration
• Absent registration, sale
permissible one year
after the SPAC files its
Form 10 information (see
Rule 145)
• 180-day lock-up typical
• Sale requires
registration, which may
not be provided
• Absent registration, sale
permissible one year
after the SPAC files its
Form 10 information (see
Rule 144)
• Depending on size of the
holder, 180-day lock-up
typical
• Not typically applicable
• Sale requires registration
• Absent registration, sale
permissible one year
after the SPAC files its
Form 10 information (see
Rule 144)
• No lock-up
• Sale requires registration
• Sale typically registered
30 days post transaction
• Absent registration, sale
permissible one year
after the SPAC files its
Form 10 information (see
Rule 144)
• No lock-up
Promote shares • Not applicable • Same as Sponsor • Same as Sponsor
• Sale requires registration
• Absent registration, sale
permissible one year
after the SPAC files its
Form 10 information (see
Rule 144)
• One year lock-up typical,
with early release based
on stock price
• Same as Sponsor
Public Warrants
• Freely transferable
• No lock-up
• Cash exercise
requires registration
• Not applicable • Not applicable
• Not typically applicable
• If applicable, same as
common stock (other
than promote shares)
• Cash exercise requires
registration
• Not applicable
Private /
Working Capital
Warrants
• Not applicable • Same as Sponsor • Same as Sponsor
• Sale or cash exercise
requires registration
• Absent registration, sale
permissible one year
after the SPAC files its
Form 10 information (see
Rule 144)
• 30-day lock-up typical
• Same as Sponsor

27. 27
Securities Law Transfer Limitations (S-4)
SPAC IPO Investor
Target
Sponsor PIPE Investor
Affiliate Non-Affiliate
Common stock
(other than
promote shares)
• Freely transferable
• No lock-up
• Sale requires registration
• Absent registration, sale
permissible one year
after the SPAC files its
Form 10 information (see
Rule 145)
• 180-day lock-up typical
• Freely transferable
• Depending on size of the
holder, 180-day lock-up
typical
• Not typically applicable
• Sale requires registration
• Absent registration, sale
permissible one year
after the SPAC files its
Form 10 information (see
Rule 144)
• No lock-up
• Sale requires registration
• Sale typically registered
30 days post transaction
• Absent registration, sale
permissible one year
after the SPAC files its
Form 10 information (see
Rule 144)
• No lock-up
Promote shares • Not applicable • Same as Sponsor • Same as Sponsor
• Sale requires registration
• Absent registration, sale
permissible one year
after the SPAC files its
Form 10 information (see
Rule 144)
• One year lock-up typical,
with early release based
on stock price
• Same as Sponsor
Public Warrants
• Freely transferable
• No lock-up
• Cash exercise
requires registration
• Not applicable • Not applicable
• Not typically applicable
• If applicable, same as
common stock (other
than promote shares)
• Cash exercise requires
registration
• Not applicable
Private /
Working Capital
Warrants
• Not applicable • Same as Sponsor • Same as Sponsor
• Sale or cash exercise
requires registration
• Absent registration, sale
permissible one year
after the SPAC files its
Form 10 information (see
Rule 144)
• 30-day lock-up typical
• Same as Sponsor

28. Our Firm

29. 29
King & Spalding SPAC Team
Keith Townsend
Partner
Atlanta
ktownsend@kslaw.com
+1 404 572 3517
Zach Cochran
Partner
Atlanta
zcochran@kslaw.com
+1 404 572 2784
Michael Hamilton
Partner
Houston
mhamilton@kslaw.com
+1 713 276 7404
Kevin Manz
Counsel
New York
kmanz@kslaw.com
+1 212 556 2133
Heath Trisdale
Partner
Houston
htrisdale@kslaw.com
+1 713 276 7405
Zack Davis
Senior Associate
Atlanta
zdavis@kslaw.com
+1 404 572 2770
Shahla Hazratjee
Associate
Houston
shazratjee@kslaw.com
+1 713 276 7388
Elizbeth Morgan
Partner
New York
emorgan@kslaw.com
+1 212 556 2351
Robert Benson
Partner
Atlanta
rbenson@kslaw.com
+1 404 572 2445
Jonathan Melmed
Partner
New York
jmelmed@kslaw.com
+1 212 556 2344
Rahul Patel
Partner
Atlanta
rpatel@kslaw.com
+1 404 572 4754
John Anderson
Partner
Atlanta
john.anderson@kslaw.com
+1 404 572 3529
Brian Ashin
Partner
Washington, D.C.
bashin@kslaw.com
+1 202 626 2380
Alan Noskow
Partner
Washington, D.C.
anoskow@kslaw.com
+1 202 626 5572
CAPITAL MARKETS AND M&A
Dan Kahan
Partner
Northern Virginia
dkahan@kslaw.com
+1 703 245 1003
Ray Baltz
Partner
Atlanta
rbaltz@kslaw.com
+1 404 572 4715
Tim Fesenmyer
Partner
New York
tfesenmyer@kslaw.com
+1 212 556 2336
Jonathan Newton
Partner
Houston
jnewton@kslaw.com
+1 713 276 7382
Enrico Granata
Partner
New York
egranata@kslaw.com
+1 212 556 2346
Ted Keim
Partner
Chicago
tkeim@kslaw.com
+1 312 764 6903
Laura Bushnell
Partner
Silicon Valley
lbushnell@kslaw.com
+1 650 422 6713
Tom Knox
Partner
Northern Virginia
tknox@kslaw.com
+1 703 245 1010
Tim FitzSimons
Partner
Chicago
tfitzsimons@kslaw.com
+1 312 764 6959
Lucy Ratchford
Associate
Atlanta
lratchford@kslaw.com
+1 404 572 4624

30. 30
King & Spalding SPAC Team
Rich Fields
Partner
New York
rfields@kslaw.com
+1 212 556 2134
CORPORATE GOVERNANCE
EXECUTIVE COMPENSATION
& BENEFITS
Jeanie Cogill
Partner
New York
jcogill@kslaw.com
+1 212 556 2161
Jake Downing
Partner
Chicago
jdowning@kslaw.com
+1 312 764 6935
Laura Westfall
Partner
New York
lwestfall@kslaw.com
+1 212 556 2263
TAX
John Sweet
Partner
New York
jsweet@kslaw.com
+1 212 827 4382
Jonathan Talansky
Partner
New York
jtalansky@kslaw.com
+1 212 790 5321
Ted Markson
Partner
New York
emarkson@kslaw.com
+1 212 556 2307
Hap Shashy
Partner
Washington, D.C.
hshashy@kslaw.com
+1 202 626 5614
FINANCE
Amy Peters
Partner
Chicago
apeters@kslaw.com
+1 312 764 6914
Evan Palenschat
Partner
Chicago
epalenschat@kslaw.com
+1 312 764 6915
Ellen Snare
Partner
New York
esnare@kslaw.com
+1 212 556 2106
Carolyn Alford
Partner
Atlanta
czalford@kslaw.com
+1 404 572 3551
FINANCIAL ANALYSTS
Pat Spoth
Senior Financial Analyst
New York
pspoth@kslaw.com
+1 212 827 4041
Jeremy Pylypczak
Financial Analyst
New York
jpylypczak@kslaw.com
+1 212 827 4096
Gianna Lohnn
Financial Analyst
New York
glohnn@kslaw.com
+1 212 827 4309
REGULATORY
Aaron Lipson
Partner
Atlanta
alipson@kslaw.com
+1 404 572 2447
Andrew Michaelson
Partner
New York
amichaelson@kslaw.com
+1 212 790 5358
Katherine Kirkpatrick
Partner
Chicago
kkirkpatrick@kslaw.com
+1 312 764 6918

31. 31
Representative Experience: SPACs
advised
Chart Acquisition
Corp.
on its acquisition of
Tempus Intermediate
Holdings, LLC
advising
Multiple Target
Companies
in connection with sales
to SPACs
advised
on its initial public
offering
advised
on a reverse SPAC merger
by the Man Group for $3.4
billion
advised
on a reverse SPAC merger
with GigCapital3 for $823
million
advised
on its sale of Atkins
Nutritionals to a special
purpose acquisition
company for $730 million
advised
on its $1.2 billion merger
with Harmony Merger
Corp., a special purpose
acquisition company
advising
on $1.4 billion SPAC
merger with Tailwind
Acquisition Corp.
advised
equity holders on sale to
Mudrick Capital
Acquisition Corp.
advising
HCM Acquisition
Corp.
on its initial public
offering
advised
in its acquisition of STG
Group
advising
Multiple Newly-
Formed SPACs
in connection with IPOs
 Hycroft Mining Corporation
 Virgin Galactic
 Ranpak Holdings Corp
 OneSpaWorld Holdings Ltd
 Verra Mobility Corp
 Nikola Corporation
 DiamondPeak Holdings Corp.
 API Group
 Trine Acquisition Corp.
 Hennessy Capital Acquisition Corp.
 Utz Brands
 Kensington Capital Acquisition
 Kensington Capital Acquisition
 VelodynLidar
 Switchback Energy Acquisition
 Gores Metropoulos
 Pivotal Investment Corporation II
 Tortoise Acquisition Corp.
 Vivint Smart Home Inc.
 Vertiv Holdings
 Forum Merger II Corporation
 Spartan Energy Acquisition Corp.
 Desktop Metal
Advised investors in trading in securities issued by the following SPACs / former SPACs:
advised
on the sale of
AdaptHealthHoldings to
DFB Healthcare
Acquisitions Corp.
advised
investor in PIPE
investment as part of
purchase of Desktop
Metal
advising
on its $3.9 billion SPAC
merger with Falcon
Capital

32. 32
King & Spalding: A Global Law Firm
• Celebrating more than 130 years of service, King &
Spalding is an international law firm that represents a
broad array of clients, including half of the Fortune
Global 100. The firm’s practice spans the full range of
transactional, litigation and regulatory work, with
substantial expertise in private equity-related matters.
• With 1,200 lawyers in 22 offices in the United States,
Europe, the Middle East and Asia, the firm has handled
matters in over 160 countries on six continents. Our
lawyers are consistently recognized for the results they
obtain, their uncompromising commitment to quality,
their customer service and responsiveness, and their
dedication to understanding the business objectives and
culture of our clients.
• Long-standing client relationships are one of the surest
barometers of a law firm’s success in meeting its clients’
needs for legal services. King & Spalding lawyers pride
themselves on developing continuing client relationships
that are productive, professional and collegial.
• King & Spalding represents more than 250 public companies,
including half of the Fortune Global 100.
• In its 2021 guide, Chambers Global identified King &
Spalding as having a leading practice in 59 different areas of
the law. In addition, King & Spalding lawyers earned 100
individual rankings in the guide.
• In the 2020 Chambers USA guide, King & Spalding lawyers
earned 141 individual recognitions and 48 practice rankings.
• King & Spalding is among the top law firms in the United
States advising on corporate governance matters according
to Corporate Board Member magazine.
• For the tenth consecutive year, King & Spalding earned high
marks in Multicultural Law Magazine’s list of “The Top Law
Firms for Diversity.”
• IFLR1000 has recognized King & Spalding as a top financial
and corporate law firm with 40 practices and 57 lawyers
ranked among the best in jurisdictions throughout the
Americas, Asia-Pacific and EMEA regions.

33. 33
King & Spalding: Global Reach
Abu Dhabi
Level 15, Al Sila Tower
Abu Dhabi Global Market Square
PO Box 130522
Au Dhabi
United Arab Emirates
Atlanta
1180 Peachtree Street, NE
Atlanta, GA 30309
Austin
500 West 2nd Street
Suite 1800
Austin, Texas 78701
Brussels
Bastion Tower
5 Place du Champ de Mars
1050 Brussels
Belgium
Charlotte
300 S Tryon Street
Suite 1700
Charlotte, NC 28202
Chicago
444 West Lake Street
Suite 1650
Chicago, IL 60606
Dubai
Al Fattan Currency House
Tower 2, Level 24
Dubai International Finance Centre
P.O. Box 506547
Dubai
United Arab Emirates
Los Angeles
633 West Fifth Street
Suite 1700
Los Angeles, CA 90071
Moscow
Tsvetnoy Bulvar, 2
127051 Moscow
Russian Federation
New York
1185 Avenue of the Americas
New York, NY 10036
Northern Virginia
1650 Tysons Blvd
4th Floor
McLean, VA 22102
Singapore
1 Raffles Quay
#31-01 North Tower
Singapore 048583
Tokyo
Shin Marunouchi Building, 12th
Floor
5-1, Marunouchi 1-chrome
Chiyoda-ku, Tokyo
100-6512
Japan
Washington, D.C.
1700 Pennsylvania Avenue, NW
Suite 200
Washington, D.C. 20006
Frankfurt
TaunusTurm
Taunustor 1
60310 Frankfurt am Main
Germany
Geneva
5 Quai du Mont Blanc
1201 Geneva
Switzerland
Houston
1100 Louisiana
Suite 4000
Houston, TX 77002
London
125 Old Broad Street
London, EC2N 1AR
Paris
12 Cours Albert 1 er
75008 Paris
France
Riyadh
Kingdom Centre, 20th Floor
King Fahad Road
PO Box 14702
Riyadh 11434
Saudi Arabia
San Francisco
101 Second Street
Suite 2300
San Francisco, CA 94105
Silicon Valley
601 South California
Avenue
Suite 100
Palo Alto, CA 94304

34. 34
About King & Spalding
1,200
Lawyers Across the World
“They're always willing
to go above and
beyond to help their
client.”
Chambers USA 2019
57
Practice rankings
earned in the 2020
Chambers Global
22
Abu Dhabi, Atlanta, Austin, Brussels, Charlotte,
Chicago, Dubai, Frankfurt, Geneva, Houston,
London, Los Angeles, Moscow, New York,
Northern Virginia, Paris, Riyadh, San Francisco,
Silicon Valley, Singapore, Tokyo, Washington, D.C.
“They are able to
combine their expertise
with international best
practice.“
Chambers Global 2020
"Their fundamental
knowledge and
experience base is
deep, they are
adaptable, agile in how
they deploy their
recommendations and
solutions[…]they're
very good to work with.“
Chambers Global 2020
“Every time we hit a
niche issue, they
always seem to have a
partner that has the
specific expertise we
need."
Chambers Global 2020
"We use them for our
most challenging or
high-profile litigation
matters; they are
consistently creative
and their work product
is universally
excellent.”
Chambers USA 2019
“King & Spalding's
reputation and
experience inspire
confidence and the
advice is timely given
and very focused.”
Chambers Asia-Pacific
2019
Offices Worldwide