Do You Actually Need the Capital? Before You Choose a SPAC with Michael Strauss

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What's going on everybody? It's your host, Chaz, with the DESPAC Podcast. So today's gonna be different. I'm, uh, I'm stoked to, to introduce you to Michael Strauss from Boardroom Alpha. Uh, Boardroom Alpha, uh, is just this powerhouse of data, information, and so much more. Uh, Michael, um, thanks for coming and joining me on the show today, man. How's it going? Yeah. Thanks for having me. Been looking forward to it. Absolutely, brother. Absolutely. Why don't you start off by just telling our audience a little bit about Boardroom Alpha, and how it's potentially relevant to a private company looking to go public and considering a SPAC to do so Yeah. Um, so kind of our backstory, uh, we started this about six years ago, right? Um, right in the, the, the teeth of the kind of that first COVID wave, if you will, right? Which, which really coincided too with kind of that, that initial big wave in, in SPAC. So, um, kind of our backstory is, you know, we, we, we didn't come into this thing looking to kinda get into the, the SPAC game, if you will. Um, kind of our, our story is, uh, we started Boardroom Alpha in 2020. Um, we kinda spun it out of our, our chairman's hedge fund. Um, at the time, he ran an activist style fund, if you're kind of familiar with that strategy. So had a lot of experience going into public companies. Usually, they're in some type of distressed setting. Um, you know, that could be a number of ideas, whether it was going for an M&A spin-out, a sell-off, if it was going for a management change. Um, so our chairman, Matthew Drapkin, who, who still runs his fund called Northern Right Capital, kind of had the initial idea, um, really that there wasn't anything out there that tried to track and assess the quality of public company management teams and boards. Um, you know, we had plenty of tools and data that looked at things like CapIQ, Bloomberg, FactSet, um, but really never drilled into to the actual people that are running these companies, right? Mm. Um, so that kind of started with our initial kind of build that, um… Started with a model that really tracks and rates all US public companies right now. Um, we re- we actually rate the, the performance of each of their CEOs, CFO, the board director level. Um, that's purely performance-based. That looks at a number of fundamental market-based inputs. Um, we'll kinda compare that to a peer group over anybody's given tenure, um, and then do that across the board for each of the careers. So a lot of these public company board directors have sit on four or five, six boards, so, you know, each of those kinda get graded individually, and then we roll that up into kind of a company setting. So, um, that was really our first product. We, we went to market with that, uh, middle of 2020, kind of in the middle of the, the shutdown, if you will. Um, and quite honestly, uh, you know, kind of the SPAC thing kind of really started taking off there. Um, our initial kinda client base were, you know, mostly institutions, uh, hedge funds, um, many of which were just starting to get into kind of the SPAC investment space, um, from a different few angles there. And they asked us, they said, "Hey, the problem you're already trying to solve is, you know, basically quantifying the people at these companies. A SPAC is only, you know, nothing other than some capital and its people in its early formation days. So couldn't you kinda bring that logic that you're doing for just normal operating public companies, um, and bring some of that data and the analytics down to, to the SPAC vehicles?" Um, so basically we launched that not knowing much about SPACs in general. Uh, we hired a banker from, from Goldman, uh, David Dropkin, uh, who's run our SPAC product for our first four years. Um, so we p- really kind of took off and, and ran with that, you know, whether it was supporting the sponsors who were raising the vehicles, um, supporting all the various kind of service providers, whether it was the insurance brokers that were doing the, the D&O policies, whether it was the bankers, the, the lawyers that were doing the underwriting. Um, you know, really anybody who was kind of touching, um, you know, any kind of steps along the process, whether it was from the IPO of the initial raise, whether it was through, um, the announcing of the target, whether it was kind of through the De-SPAC, uh, process. And, and really, you know, there, there's only a few of us out there that are really tracking the SPAC market. You know, I think there's, what, SPAC Research, SPAC Insider. Um, I'm sure there's been a couple others that popped up or, uh, included it. Um, but that, that's kinda how we, we kind of backed our way into the SPAC space, uh, more generally. So let me ask you this, 'cause I, I know that whenever a private company's looking at going public, um, they know that they're gonna have to bring on board members. And traditionally speaking, they are going to hopefully look for some board members they can bring in that actually have public experience. Does Boardroom Alpha, um, have the powerhouse to basically let them kind of search through these, uh, these boardroom advisors… Or, or pardon me, through these, uh, board of directors and kind of look at them, their story, and, and, uh, some data points on them to, to really just assist in deciding whether or not they're gonna bring them in? Yeah, exactly. Um, so that's certainly a big use case for us. Um, you know, whether it's w- look, working directly with the people, you know, or sometimes they'll use kind of the, the search firms. I don't know if you ever heard the, the Shrek moniker in the executive recruiting world, but that means Spencer Stuart, Heidrick, Russell Reynolds, Egon, um, and Heidrick Shrek, right? So there are a lot of times at the public company level that are kind of looking at more public company board seats, CEO succession, uh, those kind of characteristics. Now, personally, we help support those type of folks or people that are doing it in-house. Um, by the way, like our platform effectively tracks every public company board member over time. So if you've been a public company, uh, board director, you know, effectively over the last thirty years, um, you'd have your own profile on Boardroom Alpha. You know, it's kind of in your face. We rate each of those, uh, ten years, you know, A through F effectively, and then we do that across the board. So whether that's looking for people with, you know, certain domain experience, whether that's industrial-- uh, industry experience. So, you know, in particular with the SPACs, you know, typically there's obviously gonna be a component of somebody, um, that's got M&A or banking kind of experience to actually get the deal through. Um, but also what we, we see a lot and oftentimes we see what is missing with the private companies is, you know, the, the process will be quick from going from private to, uh, public and, you know, do you really have those control mechanisms in place? Do you have an independent board? Do you have folks that actually have outside public company board experience that can, you know, guide you through the process? You know, make sure you understand, you know, what the cadence will be with, with kind of quarterly, uh, uh, reporting, whether that's putting, you know, new processes in place to be PCA-PCAOB level of audits in place. You know, there's gonna be a, a component of guiding and whatnot that you're probably not used to. Um, so, you know, really having those folks that have been there and done that, uh, you know, we really see as kind of being, you know, two steps, uh, forward versus what a lot of these people are doing. So, I mean, basically what we're talking about is just really that rigor of readiness for being a public company, you know? And so I, I would say that, um, from a PCAOB audit requirement, um, you're, you're talking about that. I mean, how far out do, uh … Are, are you guys looking at that, um, for clean financials? Like, I mean, do, do you know, um, really kind of what's the, the number there that they're going for? Well, you're going to need two years of, of clean, uh, financials going back, right? So- Yeah… really what we're looking to is do you Do you have a tight month-end close, right? Where, you know, a lot of these things where when you're a private company, um, you know, it might be a, a nice-to-have or you could, you know, kind of kick it down the road a bit. But, you know, once you're, you become a public entity, you know, that's no longer the reporting standard. So, you know, it's going to be a much different process, and hopefully you've already been doing that for, you know, a year or two before, you know, you kind of go public via, via the SPAC. So I know that, uh, I mean, y- you guys are Your data, your analytics, you know, your, um, your numbers. And I remember, like, when I was in college and I was a poli sci major, like, doing the political science, the analytics of the data, um, it- it's one of those things to where the numbers, like, the numbers don't lie, but sometimes the people that take those numbers do, right? Mm. They, they manipulate the data, or they create a narrative around the data by only taking a certain tranche of it. Um, is, is it something to where people are inputting their data metrics into Boardroom Alpha or … and, and only giving you a little piece of the pie, or are you guys going out and organically pulling all of this data yourself? Um, I'm just kind of, like, trying to put together for our audience, like, where, where is all these insights coming from? Yeah. So look, we're, we're in the process of tracking these type of vehicles, um, and not the innards of it, right? So we're tracking things like who the people are, who the sponsorship team. Um, obviously, each of these vehicles, once they're listed, are going to have their natural, you know, whether it's deadlines. Do they have extensions built in? If so, what are the terms of, uh, to those extension votes? What are the warrant structures? Um, so at a high level, we'll, we'll start building out kind of the, the shell, if you will, at kind of a pre-IPO process of, of the SPAC, right? The who's the team, what's the, what's the round gonna be in terms of funding? You know, what are the mechanics of those deadline dates and whatnot? Um, and then as you go through the multiple steps along the way, whether it's the listing of the blank check, you know, through the deal announcement, through the De-SPAC, um, we build up different data points around those, uh, depending on kind of our own customer type. So, um, if you look at it from like the, the investor universe, and when we say investors, you know, like institutional investors, um, you know, we got kind of the traditional SPAC investors who, you know, might be putting up the initial funding and, quite honestly, kind of taking the warrant and, and, and mostly redeeming that at, at the vote, right? So that's obviously a strategy there. Um, we got a lot of the big arb guys, which a lot of people do not think about. But, um, you know, really back in like twenty twenty when interest rates were effectively zero, um, you kind of just held the, the cash and trust in like a T-bill, but that T-bill did not really have a whole lot of growth in it, you know, two years later. Um, you fast-forward to today's times and, and that money was sitting in, you know, five percent, uh, T-bill for the last few years. You know, there's gonna be now a significant chunk of that trust that has, you know, actually expanded here over those two years. Right. Um, the equity price, uh, of the unit doesn't always take into account what that might be come merger vote or redemption vote date. Um, so sometimes there could be an automatic, you know, five, eight percent built in if you're just trying to arb, uh, you know, effectively what, what the equity will be traded at compared to what the trust will kind of be landing at. See, and what I love about, about all of that that you just kind of threw out there is the fact that really, I mean, I, I wanted to make sure people knew that Boardroom Alpha isn't just this place to where, um, people are going and giving their polite opinions or disgruntled opinions. It's not a place to where you're going up and uploading your own profile. Pardon me. It, like Boardroom Alpha, you guys are going out, you're sourcing data, and you're putting it together to where you can be a trusted place for these people to be able to go to and figure out, um, who is this director? Who is this potential CFO? Um, who is this SPAC team that we're considering doing a deal with? And, and there's so much opportunity that's there for people to be able to really pull quality data off of your platform. And for SPACs, um, there's obviously similar opportunity for them to be able to put things together. So but let's jump over real fast. I wanna talk about, um, the idea of when a private company is weighing doing a, a SPAC versus a traditional IPO or, um, maybe just staying private longer. Uh, what's a few strategic questions that management and the board have to answer before they decide their path?'Cause maybe a SPAC's the right way, maybe it's not. But, like, what are the core questions they need to answer? Well, it's a good question. I mean, I think the number one question that you gotta start with is, do you need the capital right now, or can you afford to optimize price and investor mix and, and wanna stay private longer, right? Um, so that, that's gotta be your, your first question to answer. So, you know, do you need the capital, you know, and, and SPAC being fast and certain capital, you know, in its own right? Um, or, or do you wanna stay private longer, which obviously has been a trend that we've been seeing, right? Yeah. So, um, you know, a-a-and too, along those lines, you, you can't think if, if you need the capital fast and certain now, and maybe you're not getting it in the, in the private markets, you know, a SPAC's not a tool just to, you know, sprinkle water, become public, um, and dodge any of those fundamentals that maybe you weren't quite, um, uh, uh, were looking so good, where the private market wasn't, uh, giving you the capital. So that's gotta be the number one question that you, you ask yourself, right? Um, and then once you get past that, i-if it is yes, you know, potentially, um, then you gotta look, you know, further into the actual mechanics of the SPAC, right? You gotta start with the sponsorship team. Like you said, you know, we'll personally track each of these sponsorship teams, so, you know, nowadays you got a lot of kind of the serial sponsors. Some of them have been doing it, you know, call it five, six years, but oftentimes even longer. They were before that first, um, SPAC boom. So, you know, really what, what do they bring to the table, too, right? Um, are they great at getting deals done? You know, is it more M&A-focused in, in just getting the, the entity, uh, public? You know, do they actually have real domain expertise? Um, you know, what type of industry are you raising in? Um, you know, I was looking before we came on here today, and I was just pulling the data of like, hey, of the 700 to 800 vehicles that have gotten out there via SPAC, um, historically, you know, like, what are the most successful ones? You know, what type of industries are those? What type of, you know, sponsorship teams do they have, uh, going into it? You know, what, what really makes them successful as a public company stock versus, um- Come on, Michael. Don't hold back. Give us, give us the secret. What's the juice? You know, the, the gist of the data was I was hoping it would be really black or white, right? But if I gave you some of these names, and I, I'm sure you maybe probably don't even realize that all these were SPACs at certain points. But, you know, if I look at it from a market cap perspective, just who's grown into, like, the biggest companies now, right? So you got Vertiv Holdings, um, you got Rocket Lab, you got AST SpaceMobile, you got IonQ, um, and all the quantum names like D-Wave and Rigetti. Um, you got a few others in, in kind of the mining. There's the Cipher Digital, the MP Materials, um, some of the nuclear people like Oklo and Nuscale. And what I, what I was really thinking about that was all those really have in common is they're very hard tech, right? You, you would have probably guessed, especially just kinda given where, you know, a bulk of where these things got out, uh, kind of 2020 through 2022. Um, you know, that was all pre what's hot now. You know, what's hot now, AI everything or, you know, anything that goes into a data center. Um, you know, really a lot of those, parts, were, you know, uh, aerospace and defense obviously for, for kind of the more Rocket Lab or AST. Um, you got a few of the kinda data s- uh, data center suppliers there with Vertiv, like they're gonna be like electrical equipment, and really that's kind of a, a derivative of the data center play as, as they're stocking those. And then you got kind of the, the hard tech problems with the, the Jobys of the world that are trying to figure out flying taxis or, you know, the quantum computers of the world that are, you know, maybe, you know, a decade or two away from, from really seeing those to fruition. So what I was quite surprised to see was how little of the kinda top-end ones were what was I kind of more or less expecting would be more, you know, digital software, you know, things like that. So- Hmm … you know, I don't, I don't know really what to think about that, what my takeaway. I mean, that just kind of what the data was telling me. Um, obviously there's been a few of the software names like SoFi or DraftKings that, um, you know, have been quite successful post de-SPAC that are still trading well. Yeah. But I was expecting to see a lot more of those names. Just anecdotally, I, you know, when I saw kind of that first wave going out, it seemed like it was a little bit more in the kind of software realm than, than really these hard tech names. Uh, but, you know, fast-forward three, four years, those are the ones that have really done a good job kinda sticking around. That's interesting. Yeah, and I mean, and you think of a company, for example, like Cipher. Um, when Cipher de-SPAC'd, they actually ended up pivoting after that. Um, they, they didn't start as a data pla- a data center play. Um, but they pivoted into that at a, at the right time, and they capitalized on the moment, and now I think they're one of the bigger data center plays that are out there, if I remember. Right. Or were they one of the ones that got into kind of, were they crypto mining, then kind of switched it to the data center play? Yep. Okay. Yeah. Yeah You know, we, we've seen that, uh, you know, SPAC or non-SPAC, um, quite a few of those have kind of flipped it in. Um, it, it really when you look at it, you know, a lot of these kind of data center names, they're, they're constrained, whether they're constrained on power, they're constrained on energy, they're constrained on just equipment or whatnot. So, um, you know, a lot of those folks, uh, they were buying, you know, the GPUs before the whole world, you know, understood what a GPU was and, and what this whole AI revolution has brought it. Um, so, you know, it was definitely a smart use of, of the resources they had on hand there. Yeah. No, I mean, they, they saw an opportunity, they pivoted into it, and it was a remarkable play.'Cause I think they're trading now around, like… I, I, I don't even remember where they're trading, but- They're, they're a $10 billion company. I, I forget what they got out the door in, in terms of, like, EV, but, um, yeah. Well- That's incredible outcome… they're winning. Yes. They're doing really, really good. Um, so let's talk real quick because, I mean, let's stay kind of in that vein of talking, uh, talking trends, everything like that. Talking about, like, economics, the dilution, the alignment that's there. So whenever you've got a private company that, uh, they, they start thinking about, like, the sponsor promote, the pipes, the redemptions, um, the dilution, all of these kind of things versus just the, the headline valuation that people unfortunately, I feel like they kind of get myopically locked in on that. Um, tell me a little bit, like, a little bit about what you're seeing just in the data, because money is emotional. People get emotional about money. They get emotional about the valuations, the deals, the term sheets, everything like that. But, uh, but data doesn't lie, right? So we talked… I mentioned that earlier. So I'd love to know, like, how are these private companies needing to think about these different variables that are there on the deal structure? Yeah, it's a great question. A- and look, I, I don't wanna oversell on everything there where I'm not in the weeds of being their, their actual bankers to, to try and understand the, the warrant overhangs. But, um, you know, it is-- if you're going into it as a founder, you know, y- you do gotta understand the cost of capital that goes into a SPAC, right? You know, you effectively are gonna have the sponsor promote, the warrants, whatever kind of pipe economics that might be attached to getting the, the deal through. Yeah. Um, and really the redemptions too is, is something that gets under-reported, I think. Um, 'cause a lot of times you see the deal announcement will go out, you have a big number in terms of, you know, kind of the, the EV to it. Um, but how much of that will go directly kind of through the sponsorship group, you know? Traditionally, it's been, what? Around, you know, 10 to 20% that, that probably goes, uh, with that. Um, and then really what w- we're tracking pretty closely, and, and this has gone through, like, kind of three or four waves we've seen this, um, dating back to 2020, was, was really the redemptions, right? Um, if you looked at these things in 2021, um, a deal gets announced, that SPAC is probably trading up 50% on, on that deal announcement no matter what it was, you know? Hmm. It could've been the biggest piece of dog, you know, uh, off the shelf. It was still, "Hey, we made a deal announcement." Uh, trust goes up effectively. Um, but ultimately, you know, where we're at today and once the dust settled in 2023 and 2024, uh, when interest rates went up and, and the, the music kinda stopped, if you will, is that, you know, effectively all these things went to basically 100% redemptions, you know, come merger vote. Um, so now going back to your question that you started with, um, do you need the capital now? You know, can you optimize to stay, stay private? Well, if you're gonna have 100% redemption, and you have no pipe kind of attached to it, you know, how much money is actually coming into the actual business, you know? You're, you're effectively public, but without, without the kind of capital raise that usually is associated with a traditional IPO. Yeah. Yeah, yeah. So, um, I mean, with that in frame, let me just ask, like, what other kind of key data points are you seeing that, uh, that these private companies that are considering a SPAC deal should be thinking about over the next, like, 12 to 24 months? You know, I, I was just talking with a few sponsors this morning, um, one of which he- he's done four or five vehicles, all which are trading over for over the$10 kind of, uh, watermark, if you will. Um, and I was kind of asking him, I go, "You know, if you look at your track record, it's, it's really tough to see someone batting basically 100, uh, you know, from a serial sponsor." Um, and they were going to a merger vote tomorrow for one of their vehicles. Um, and I was kinda asking him, you know, just going along those, those trends on redemptions or pipes. Um, we've noticed that there's been a noticeable uptick in, in the pipes associated with the deals. Um, for a while there, there, there was- Yeah no, no pipes that we've seen. Now, when I kind of looking at the data, there, there seems to be, you know, at, at the very least a s- a small pipe, uh, you know, attached to, to most of these and a lot of times significant. So, um, you know, really going to your question, uh, you know, from kind of the private company or founder-led kinda side of it, um, is really, you know, there probably should be s- some type of minimum cash or like consideration that needs to be tagged to the deal, right? So whether that is the sponsor relying on those redemptions not coming in, you know, uh, at 50%, 70%, 90%, then it'll be real cash and trust being transferred. Or that's not the case then, then they gotta go out there and, you know, secure the pipe that goes along with the investment. So, you know, you actually are having a real capital raise on top of the public company formation. Um, 'cause ultimately, you know, that's what an IPO is. You know, SPAC is just the, the, the plumbing of it. So let me ask you a question. You said something, you said something interesting and I, I've just, I wanna throw something out there that I've heard repeated time and time again in business. When you can get capital, take it, and because you can't always get it, is something that I have heard time and time again. But you are saying, and I mean, coming across from a position of looking at the data, you're coming across from a position of saying, um, "Do you need the capital?" And, like, to do the deal. And so I'm just really curious on, is there a, it, i- is there something driving kind of that variable of when somebody should say, "Yeah, we should take the capital," versus not? Is, like, I don't know. Do you got any thoughts there? Yeah. So when I was getting at that, it was kind of going back to when we're looking at these companies of do you need the capital? In terms of some of these companies, we, we just right off of, you know, a bunch of companies that were in aerospace, that were in machinery. Yeah. Those types of business need the capital, right? They're- Capital intensive, yeah… they're not boardroom alpha or pick a gonna be used just for growth, right? You could hire more salespeople, you could hire more developers, you could expand your coverage, your region. Um, but ultimately that not, might not be a life or death if you don't get that money in the door. Now, if you're actually out there building rockets, you, you don't necessarily have that same kind of constraints that maybe- Right… a software company will have. Right. No, that's a, that's a really valid point. I appreciate that. I appreciate that. Okay. So l- let's talk, uh, just a little bit about, um, you, you mentioned pipes a minute ago. Let's talk a little bit more about pipes if you're okay with that. Um, just trying to process through what are you guys seeing from a pipe structure standpoint? Like, is there, is there anything that off the top of your mind kind of hits you guys as far as, like, are you seeing people, uh, adding on raises that are making the SPAC even bigger, like the deal bigger than it originally was? Or, um, are you noticing that with redemptions, even by adding a pipe on, deals are coming in smaller than, like if somebody had $150 million SPAC, are they now coming in at 120, or, like, even with the pipe raise? Or are you seeing the deals are typically exceeding what the SPAC actually was because so much pipe money is coming in? Um, you know, I, I don't wanna oversell trying to answer that one too much, but what it looks like we're seeing from the data is the PIPE is really kinda backstopping, um, what, you know, they think will, will go through with the, pretty much the, a, a 99% redeemed trust, right? So, you know, take into account, um, also the mechanics of that spite, uh, of, of that PIPE, right? Right. If you're a founder, you know, much like you gotta make sure that you're aligned with the, the sponsorship group on a lot of angles in terms of the deal structure, in terms of the fit, in terms of the expertise, um, that same type of diligence needs to kinda go in with the PIPE investment too, because that's just another form of kind of dilution that you're taking in as well. Okay. So, and kind of on average you're seeing that they're, they're filling in and bringing it back to life for what the original intended size was, um, kind of on average from what you've kinda taken notice, if, if I'm understanding that correctly. And I know I kinda … And just, audience, just so you know, I- it's not like I prepped him for that, that question or anything. I'm just kinda … He's shooting from the hip on that one, so, and so I mean, if, if you didn't know, um, yeah. Yeah. No, no, no. You know, I was, I was look- And, and it's, they're all over the place. You know, we looked at the de-SPACs that just got through here in July. There was, you know, six or seven of them. Um, you know, all but one had about a, a, between, uh, $100 and $200 million PIPE associated with it, so a pretty sizable PIPE c- very much considering where things were a year or two ago where y- you weren't seeing those- Right being attached. Um, so, you know, at the very least, that's real money that's, that's going into the, the company on top of whatever the redemption. And sometimes you're surprised that when I spoke to the sponsor today, um, they basically said, "Look, we're going into this thinking that our, our trust is gonna be, like, fully redeemed." Um, they went into the last vote and it was 50% redeemed, so you know, he goes, "Hey, that's even better. You know, we got basically half- Hey … of our trust plus the PIPE." You, um, so even from the sponsors, like, they're not even really sure going into the, the vote what it's gonna end up at. That's interesting. Are you seeing that a lot to where the sponsor teams for the SPACs are just kind of taking that mentality of 100% redemption, and then kind of trying to fill the PIPE predicated on that? And then if redemptions are lower, then that's just kind of capital icing, if you wanna call it that? Yeah. Like on the cake. That, that, that's what we've heard pretty much from, from our sponsorship clients. Um- Dude, that's gold right there. That's actually really good to know. I appreciate that. Um, so let's, let's talk. The PIPE is done. Everything's locked up. You've de-SPAC'd. Let's talk about life after the SPAC real quick, or after the de-SPAC real quick. Um- It's kind of like what, what do we need to be thinking on the next 12 to 24 months in terms of performance, communication, um, and surviving as a new public company? Like, what is the data telling you guys that once the deal closes that this new go-forward company needs to be paying attention to? Yeah. You know what? It, it's, it's funny when you think about it. I've been involved for-- with one sponsorship team, um, and we barely got it over the finish line in, like, 2024, and it was, you know, marijuana focused. It had all the things that were great in 2021 in a hot market and all the things that were terrible, uh, when interest rates rise in a, in a down market. But, you know, starting with one, the actual IPO happens. It is so cool, you know. You're on NASDAQ, you're NYSE, you got your pictures up, you got the team. I mean, it, it feels like you just won the Super Bowl. Uh, and if you're any kid that grew up with, like, you know, kind of a nerdy finance, banking, any, any of the things, like, you know, it's kinda just like, "Oh my God, I'm here on the exchange." Like, you know, it's like you couldn't even picture that. Um, but really, the, the funny part is, is that even though they're closing the SPAC right there, uh, that is the start of it, right? That, that's not the end of it, is, is getting past the finish line there. Um, so the way we kind of look at it, um, you know, w- it's not gonna be totally encompassing, but just kinda given our background, um, you know, we have such a, a, a standpoint in looking at, like, governance, looking at, you know, independent boards, you know. Do you have somebody who's been on… Do you have an audit committee? Like most private companies, you probably do not have, you know, independent board members, audit committees, et cetera, et cetera. Um, you most definitely probably didn't have an investor relations function and, you know, now you need somebody, whether that's in-house or if you're gonna outsource it to one of kind of the IR/PR companies. Um, and really getting all those processes in there of, uh, you know, how are you gonna communicate your, your long-term strategy and goals to the market? Um, obviously, you know, the SPAC has some projections in there and, and things probably got way out of hand back in 2020 and 2021, where they didn't have quite the, the regulations around those future projections and, you know, and your ability to, to meet them now that you're a public company. Um, so, so really you gotta start thinking about, one, like, are, are you gonna take in somebody, you know, that's had investor relation experience, that has communicated to the market before, that has gone through, like, an IPO process? Um, and really we've seen that kind of run, like, the full gamut of sometimes they'll assign someone internally that's been with the team for a long time. Sometimes they'll open it up to somebody who's actually had that type of experience. Um, you know, I've seen a lot of unique ones. I was, I was working with one of the, um… I'll just call it one of the nuclear ones that got caught out. I almost said the exact name. Um, but their head investor relations I was talking with, and if you look at his background- It was a, a, a nuclear physicist engineer. He was like, you know, early employee and, and he probably had worn every hat in this company. I mean, he even got into sales at one point. Uh, he was very involved in the, the actual underlying technology from the beginning of it. Uh, and now he was running investor relations, and I was kinda having this conversation with him like, man, not, not to knock any investor relations, uh, people, but I'm like, "You got the most impressive background I've ever seen. You have a PhD in, in nuclear science." And, uh, you know, he was still going through the process of, you know, was it learning to be, you know, a public company? I'm gonna be the, the IR mouthpiece. Um, we were obviously super kinda tech-focused as a private company. Um, a- and that being our founders and the original team, um, we never even considered, like, you know, these type of roles that we, we needed to do. So they, they decided to bring someone from in-house and kind of do that communication, um, which I thought was really unique and, uh, you know, something that so far the market has, has liked what they've done. Um, now they gotta kinda go execute on that, you know, five to 10-year vision that they, they projected. No, that's awesome. Okay. No, I appreciate you sharing that. Um, so let me, let me do this. I wanna find out from you, like obviously you're not a guy who said,"When I grow up, I wanna be director of Boardroom Alpha." Um, like where did you kind of cut your teeth? What's your background like kind of leading up to, uh, to what you do right now? You know, it's kind of funny. I, I actually did grow up, uh… I wanted to be a banker, right? Okay. My, my dad was a banker, my brother was a banker. Before I even knew what that meant, I just was like y- you know, sometimes as a kid, you know, you just is gonna follow whatever dad did. He, you know, he, he- "Dad, I wanna wear Patagonia like you." Yeah, and, uh, you know what? He was a commercial banker, and I said, "Dad- Oh, okay, okay.… what, what type of bankers make the most money?" He said, "Investment bankers." And you know, I mean, I'm in seventh grade, I said, "I wanna be an investment banker." So that's kind of where I started. Uh, so after college, I, I did the banking route for a couple years. Um, one of our clients at the time, funny enough, who was kind of a software, uh, layer to us, um, in the alternative space, was called Preqin. Um, they were like a small 70-person company. They basically provided all the data and analytics to, um, the alternative market. So they tracked all the private equity funds, the VC funds, the private credit, debt, hedge funds. So I got connected with their guys over there, and they were opening up a, a US office or just had opened up a US office. Um, so I quit my job in banking, um, to kind of go dip my toe in kind of what I thought was a startup, uh, you know, being in the, the less than 100 people at the time. And, and coming from a, a bank, y- that is a startup compared to- Yeah you know, a large organization. Uh, so I really got into kind of the data analytic side of it, call it software, if you will. Um, that company, Preqin, like we kind of took off like a rocket ship, uh, you know, kind of around the time I started. Um, over the four years I was there, you know, we grew from like 100 to I think it was like 12 or 1,500 people when I left. Um, we ended up, they ended up selling the company to, to Blackstone, uh, just two years ago. Um, so that was kind of my foray into the more tech and analytic side of it, if you will. Um, and then quite honestly, I just wanted to even go a step lower, you know? So, um, I joined Boardroom Alpha. We were three people at the time with more or less kind of an idea. Um, and, and maybe the initial MVP of, like, a product. Um, I wouldn't even call it there because I was kind of brought in to do the business side of it and go out to market and try to sell it. And at those days, we were still a year or two away probably from actually having a viable product, uh, to what it is today. Um, so, so little stepping stones, you know. So those random, like, butterfly effects where, like, if I just wasn't in this room when I was with, you know, my former current coworkers at, at Preqin when I decided to leave, you know, I would have never left banking to go in kind of like a data or software company. If that didn't work out well, I probably wouldn't have joined an even smaller company up, or I would've went back into the banking world. Um, so, so now I'm kind of in the intersection of, you know, finance, analytics, startups, kind of, kind of, you know, the three kind of circles that I know of. Dude, I, I was actually just thinking,'cause I, I know that you came to Boardroom Alpha in its infancy. And so it's one of those deals to where I was like, man, this is a guy who, like, he sees vision. He sees, like, a good team that's built kind of foundationally and, like, and he jumps on board early. And, like, I, I was just thinking, and it seems like you've kind of, you've done that a few different times and, and been able to be successful at that. That's remarkable. Yeah, it was just purely luck, um, quite honestly. I looked at the, the team at Boardroom Alpha. Um, I didn't even really know the product, and we didn't have one. But, you know, we, we had a banker from Goldman, you know, who went to Wharton, who was smart. We had our chairman, uh, Matt Drapkin, who, who runs a hedge fund, who, you know, very impressive over all the years. Um, and then we had our CEO, David Pogemiller, who, um, led a few different, uh, types of companies. Um, most recently, he was at a cyber company that had sold, um, and he was kind of on the bench there after his, uh, kind of burnout process. So he had kind of started getting the, the Boardroom Alpha team together, which really was mostly just the engineers and data scientists from, uh, his previous group at the cybersecurity company who's, you know, very good in just analytics, big data. Doesn't know anything about public company or finance, but, you know, you can kind of learn those along the way, quite honestly. That's cool. Okay, so, uh, real quick, are you single, married, divorced, widowed? Yeah, I'm married. Married. You got kiddos? I got one. One. Boy, girl? Uh, boy. One boy. How old? Two. Two. Dude, is he, like, is he already just, uh, rough and tumble, or is he, is he more on the, like, the, the gentle side? We… I just had, uh, the cousins all over last weekend, kind of doing a pre-4th of July. Um, and it's real funny. You see the kids from six months to, like, four years. I- there was probably five of them running around the yard. Um, and there's just, like, a wide range of, like, development. Like, some of them are good at two. Like, my, my waddy's sentences are coming out. Um, and his cousin could be older and I'm like, "Hey, is…" You know, I got just one of these, like, uh, one of one kids, but, uh, I also remember that I was, a, a pretty late bloomer when it came to any reading or comprehension. So, you know, I, I think all these things just kind of take time. But if you watch the kind of from, like, that six-month point when they kind of start getting that personality, uh, you know, through when they kind of start crawling, walking around, um, and then when you start seeing them kind of interacting with kids, whether that's, um, at preschool or whether that's when you have, like, the big family events coming over, um, you know, i- it's real cute just kind of watching them grow. Very cool. Very cool. Well, hey, everybody, just again, I wanna make sure that you know Michael, the director at Boardroom Alpha. Uh, their product, I, I've had the opportunity. They've graciously let me get in there and, uh, and spend a little time, uh, with their system, and it truly is remarkable. Um, and so if you're looking for a platform to where you can be, uh, vetting and, and gathering and capturing data to make sure that you're making informed decisions, uh, I can't recommend anybody more than what these guys have going on. They're doing some incredible stuff on the way that they put their data together. Michael, I appreciate you being here. Cool, buddy. Thank, thanks for having me. I was really looking forward to it. Um, and I always enjoy our conversations. Uh, when I see your name kinda come up on my Zoom, uh, you always want to just call before you, you email, and I, I always appreciate that. So, um, if anybody's interested, feel free to just shoot me an email. It's couldn't be easier. It's michael@boardroomalpha.com. Um, if anyone wants a free account for, for a few months, you know, we're happy to set those up. You know, whether you're a founder of a private company that's looking to, you know, potentially explore kinda going public via SPAC, you know, we could at least help at the very least of, you know, let you understand, you know, what's out there, who are the teams behind it, who are the quality ones behind those. Yeah. You know, what's their track record? So, you know, really making sure, you know, everybody's kind of in line to, you know, through the whole process. Dude, that's generous of you. I appreciate it, brother. Hey, thanks so much for being on today. Everyone, uh, if you are a private company looking to go public and considering a SPAC vehicle, I just wanna say thank you so much for tuning in, for trusting us to put great clients or great, uh, service providers in front of you, and hopefully you found this useful. Make sure that you go to the top of thedespacpodcast.com. We've actually got some resources that are there for you, and you do not wanna miss our Go Public series that I've put together with one of the top De-SPAC attorneys in the country. So check that out. Again, I'm your host, Chaz, with Churchwell Insurance Agency, and this is the DESPAC Podcast.