The Zukin Reasonable Basis Review Service ("Zukin RBR")

Proposed SPAC Regulations Create a New Financial Due Diligence Service

"Management’s good faith assessment of future financial performance must have a reasonable basis…an outside review of management’s projections may furnish additional support for having a reasonable basis for a projection."

(pg. 324 SEC Proposed Rule: Special Purpose Acquisition Companies, Shell Companies, and Projections).

ZCS is now providing the essential SPAC financial advisory service called for in the SEC proposed regulations issued on 3/30/22.

The “Zukin RBR” is a financial due diligence service that provides a Reasonable Basis Review of a target financial projection. The Zukin RBR service provides SPAC Boards with a third-party expert review of the target company’s projections and underlying assumptions based on the net available capital called for at De-SPAC. Upon request, Zukin provides their findings in a preliminary report that will be made available for inclusion in the proxy. A final report will be provided at the close of the business combination.

  • Zukin is a known thought leader deemed to be experts in financial projections and has experience in the construction, analysis, and review of projections that are used in M&A transactions.
  • The scope of the projection review service includes a review of the readiness of the company to perform at a level consistent with a regular way IPO.

Disclaimer: Zukin does not provide fairness, valuation, or projection opinions in De-SPAC transactions. The Zukin RBR report summarizes a review of projections and their underlying assumptions, each of which have been provided by management. While Zukin is a projection expert and is prepared to consent to having a Zukin RBR Report included in SEC filings, such report represents a summary of financial due diligence, for example, as called for under the proposed SEC SPAC regulations, and is not investment advice.

About Zukin

On The Forefront of Innovation Creating a New Category of SPAC Services

Zukin Certification Services is the financial due diligence affiliate of Zukin Partners, a boutique financial advisory firm founded by Jim Zukin, Co-Founder of Houlihan Lokey, and comprised of a noted team. Vetting projection models, analyzing their assumptions, and determining their reasonableness is a core competency of Zukin.

The Zukin review of management’s projections (the “Zukin RBR”) and their underlying assumptions is Zukin’s lead SPAC financial due diligence service. In 2021, when SPACs were reaching their historic peak, Zukin challenged itself with the support of others to introduce innovative advisory services to underpin De-SPAC transactions going forward.

Zukin considers achieving a state of public company readiness on the part of the target company to be the first category that needs to be addressed as part of the process of delivering the RBR report. Zukin has developed a proprietary readiness framework of more than 20 components. The Zukin Reasonable Basis Review Report will identify the financial items management has chosen to be projected, the period to be covered, and the manner of the presentation to be used. It will provide a detailed review of the process.

31% of public companies that merge with a SPAC report a material weakness in their first year, as compared to 20% of non-SPAC public companies.

Ushering In a New Era

Letter from the Chairman

June 2022

I am proud to announce the launch of the Zukin Reasonable Basis Review Service equipped with the Z-SPAC Readiness Certification. By creating the first SPAC financial due diligence firm of its kind, we are responding to the needs of the modern, evolving SPAC marketplace. By doing so, we can play a role in the industry’s maturation.

As the Co-Founder of Houlihan Lokey Howard & Zukin (“HLHZ,” now “Houlihan Lokey”; NYSE: HLI), the central theme of my 45-year investment banking and financial advisory career has been creating fundamental financial due diligence services with my world-class teams that improve the underpinning of financial transactions. The Zukin RBR Service should serve to strengthen our financial markets, to the benefit of investors, sponsors, and boards of directors.

We look forward to having the opportunity to serve you.


James Zukin

"The central theme of my 45-year career has been creating fundamental services ... that improve the underpinning of financial transactions."

Our Pedigree

Knowledge and Experience You Can Count On

We bring together a cross-disciplinary team to mirror the needs of our clients as they relate to the review of future financial performance. We are proud to play our essential oversight role.


A Trusted Resource

Today sponsors should consider the following:

  • Accountant’s comfort letter
  • 10b-5 letter from counsel
  • CFO Letter
  • The Zukin RBR
  • Fairness Opinion

As our client, you’ll receive our proprietary client-facing materials and industry insights which includes:

The Z-SPAC Directors Handbook,  a collection of indispensable reading for the informed independent director.

The Zukin RBR Dashboard, an essential projection diligence tool that enables you to review your assumptions and essential public company readiness tasks all in one place, and Comprehensive SPAC Litigation Analysis.

What They're Saying


  • I have such confidence in the quality of everything Jim does that we will be offering D&O insurance for SPACs and plan to charge significantly lower premiums for SPACs with a Z-SPAC Readiness Certification than we will for SPACs without one.

    Joe Taussig
    Founder, Taussig Capital Re
  • Leave it to Jim Zukin, the grandfather of fairness and solvency opinions, to enter the SPAC market with a new and much-needed professional-services solution to respond to issues raised about target-company readiness to assume the burdens and duties of entering the public market.

    Doug Ellenoff
    Partner at Ellenoff Grossman & Schole, LLP