Readiness Certification

In a perfect world, every SPAC ...

  • creates a readiness team headed by a “director of readiness.”
  • develops specific plans for creating a smooth transition of control and management from the sponsors to the target management and the new, expanded Board of Directors.

In the real world ...

The SPAC sponsor and management are often absorbed in searching for, performing due diligence on, and closing the acquisition of the target company. In these instances,

  • readiness often gets second billing, taking a back seat to arranging the business combination.
Readiness Is Essential

Who Benefits from the
Z-SPAC Certification Process?

The entire SPAC universe benefits from readiness certification:

  • Founders and sponsors who use the construct of readiness as the organizing paradigm for the De-SPAC process and who want to communicate this to targets, De-SPAC directors, and the markets.
  • Independent directors, who play a key role in overseeing the readiness process, sharing this responsibility with the founder and the Board of Directors through the De-SPAC.
  • PIPE and retail investors, who have become aware of the “red-flag" issues bedeviling several SPACs that are now the subject of shareholder litigation.
  • Targets that are being courted by several SPACs, as well as PE firms and strategic buyers in the most-active M&A market in memory.
  • Underwriters, accountants, lawyers, and consultants, as well as members of management who are looking to work with high-quality sponsors and the high-quality teams they surround themselves with.
  • D&O Insurance providers who seek to cover best-of-breed SPACs are all focused on the sponsor’s readiness plan.
The Ultimate Differentiator

The Z-SPAC Readiness Certification

Underscore your unique story by confirming that you put readiness preparation front and center, setting yourself apart from uncertified SPACs.

If a sponsor has a Z-SPAC certification,

it signals they have prioritized readiness, among other first-order responsibilities.
it demonstrates support for the Audit Committee’s shared role in oversight and governance.
it communicates that a readiness-centered transition plan is in place.
it underscores the need for robust internal controls.


The Z-SPAC Certification Committee

The Z-SPAC Readiness Certification Committee meets as needed to discuss issues related to each De-SPAC client, then holds a final meeting before the issuance of the Z-SPAC Readiness Certification. At that point, the committee determines whether — based on the elements taken as a whole, and other considerations — the SPAC exhibits a reasonable standard of preparation at the conclusion of the De-SPAC stage to operate as a public company.

The Z-SPAC Readiness Certification from Zukin Certification Services, issued in the form of a letter, is available for use in public disclosures under the conditions of our retention.

SPAC readiness begins with the sponsor’s experience, vision, team, and target management.

Plan for Success

Achieving Readiness Is a Team Effort

Achieving a state of readiness as an operating public company is the joint and separate responsibility of the sponsor, Board of Directors, Audit Committee, accounting firms, legal advisors, and underwriters.

  • How do you determine whether your targets are ready to become listed public companies?
  • Do you have a readiness assessment from a leading accounting or consulting firm?
  • Is readiness feasible in the accelerated timeframe for closing the business combination?
  • Do you treat readiness as a high priority from day one, including preparing to integrate the target into the SPAC, having in place certain systems and a cohesive plan for readiness implementation?
  • Do you have a director of readiness and a supporting readiness team to address and satisfy the Four Elements of Readiness?
  • Is your Audit Committee prepared through its experience and independent thought to play its critical role of overseeing the financial affairs of the SPAC, including external and internal audits and controls, conflicts of interest, and corporate governance?
  • Is your Compensation Committee prepared to review and recommend incentive compensation plans that keep and motivate top target management?
The Right Fit

Our four-element readiness framework applies to SPACs with the following attributes:

  • a great management team in place.
  • a compelling equity story and excellent prospects.
  • fair pricing supported by reasonable projections and a bona fide fairness opinion.
  • a robust brand, fortuitous timing, and a strong competitive position in your industry.
  • accounting systems that yield audited financials that can withstand a substantial quality-of-earnings analysis.
  • the ability to meet capital-market requirements and investor expectations.