Inside the DESPAC Process: What Investment Bankers Actually Do

Chaz Churchwell: What's going on everybody? This is Chaz, your host of the DESPAC podcast. I am fired up today. Today we're going in a different angle, one that we haven't gone in before. I'm bringing in the investment banker. Love 'em or hate 'em. They're never ignored. Investment bankers are clutch and critical on the DESPAC process.

These are the guys that make the big dollars happen. So I've got with me, Jesse Bush. From iBank. Jesse, how's it going today, man? 

Jesse Busch: Hey Chaz. Thanks for having me on. 

Chaz Churchwell: Absolutely, brother. Absolutely. So first of all, tell me just a little bit about who you are, who iBank is. 

Jesse Busch: Sure. So a brief recap of my own history.

So I began my career at Macquarie, an Australian investment bank, a couple different equity trading and equity research roles. From there, I had a quick short stint on the buy side, during the depths of COVID, everybody was working from home. So after about a year of that, I moved on to I Bankers, which is where I am now.

And I've been here for about five years. And we are a boutique investment bank. Been around for about 30 years, focused primarily on the SPAC market. Beyond that, we're involved in all deals, small and mid-cap focused IPOs, direct listings, et cetera. But really for the last two decades, SPACs have become a specialization for us, and I'd say it's one of our key areas of expertise.

Chaz Churchwell: I love it. I love it, man. Okay, so I want to jump in and I want to ask something that's just off the cuff. You're like, you're somebody that is a boutique investment bank. That means. Because like we're, Churchwell Insurance is a boutique insurance agency. Tell me what you believe differentiates you as a boutique shop compared to a lot of the more prominent name competitors that are out there.

Jesse Busch: Yeah, I think one of the things, and just 'cause you mentioned like the prominent competitors, so we got our footing in the SPAC market by working with those guys. 2004, 2005, before I was at the firm. I, bankers was on the cover of a lot of SPAC deals with the Citibank and Deutsche Banks and all those guys that were involved specifically for our retail network.

So the founder, Mike McCrory was able to build out a pretty substantial retail network of investors who were with us specifically for the SPAC product. So back then it was even more nichey than it is today. And one of the requirements for IPOs and DESPACs included is the, minimum number of shareholders that you need.

And while IPOs are obviously at the front of everybody's mind when you throw a SPAC or a DESPAC transaction, that people, a lot of them don't know what it is. And in essence, a DESPAC is similar to an IPO right? Combat combination of an m and a. And an IPO but we were able to really educate a retail network on the product and bring being able to bring those types of investors to transactions.

From there, it's evolved into a much broader service offering for us. We're an underwriter. We've sponsored our own SPACs, and we've also acted as a target advisory firm. So we've really approached the product from all different angles over the past 20 years. And I think, one of the other differentiators to be honest, is the fact that we are rather honest and upfront with clients.

And while that may, lose us some business when we're competing with others for pitches and whatnot, and we really try not to over promise on anything and really try and be straight shooters about the process, the cost, the time involved, et cetera, what terms we think we can get what capital we can bring to the table.

And again, like while that's sometimes, could hurt us because we might. Lose business to others who might be promising bigger tickets. I think in the long run, that's definitely helped drive the business and the reputation of the firm. 

Chaz Churchwell: I like that. No and I'll tell you this, one thing that I do know about your shop, particularly as is relevant for the DESPAC process.

And if you're a private company right now and you end up doing a deal with a spac, there can become an issue if there's substantial redemptions of something called your round lot holders. And you guys at iBank have a really prominent reputation for having some secret sauce and and a secret Rolodex.

To where they can to where these targets and their spac that they're working with, they can come and bring you in to to actually help cure their round lot holder deficiency, if I'm not mistaken. Is that right? 

Jesse Busch: Yeah. To be frank about it, there's really no secret sauce. It's really those retail investors who have been with the firm for a few decades and we've built that trust with them.

And when we're working on deals as an underwriter or brought in as an advisor. There's definitely a value add aspect to just having that trust with the investors and being able to speak the language that they understand to to bring them into the right deals. 

Chaz Churchwell: I love that man. I love that.

Okay, so I want to ask something right now, and this is funny 'cause I don't know the answer to this. Whenever you first hopped on, I asked you what that was over your shoulder, and I was like, dude, is that paint peeling off the wall? What is going on there? And you told me that it was. Paper, but you got this little smile on your face when you said it, and I was like, I want you to explain it.

Tell me during during our podcast, so what's going on? You have that huge piece of paper. Maybe it's parchment or something. I don't know what, what's going on there. 

Jesse Busch: Yeah. So it's funny you ask 'cause I spent 20 minutes cleaning up my background ahead of the call, so to make sure I look neat and ready for the call.

But you pointed out the one thing up here I didn't move, but No the background there is, so my dad is actually an architect. Very artful and that whole sphere, and this is actually handmade paper that he made. It's pretty big. It's probably five feet by three feet.

Yeah. Back in the day when he was a student studying. And it just was it went with the vibes here to differentiate a little bit. So I pasted it up here on the wall in the office. 

Chaz Churchwell: Dude, that's awesome. So you got you got your father with you in that way every day while you're working and grinding.

I like that, dude. That's awesome. Okay. Talk to me about this. Right now everybody knows that's paying attention to SPACs. They know that SPACs are IPO-ing like wildfire. Right now. We're not at 20 20, 20 21 numbers. But we're way above 23, 24 numbers, right? Like things have started to escalate rapidly on the number of SPAC opportunities that are out there.

So here's what I would love to hear from you. I saw that, I think it was something insane, like 65 deals that iPod in 25 announced a a proxy in 25. That like same year that they iPod, they announced that they already had a target that they worked to deal with. Like stuff seems to be moving fast.

What are you seeing really on the DESPAC side of things culturally right now? How quick are things moving? Just free flow. Talk to me. Sure. 

Jesse Busch: So I guess just to recap, and I know a lot of the audience might know this, but just to recap where we are and where we came from. So as you mentioned, for the, let's say from 2004, 2003, when the first iterations of SPAC came around through 2020, it was a very niche product, the niche market.

And there were few institutional investors involved, few banks involved. And it was really just the guys and gals who knew the product that were, repeating business and then COVID hit and everybody was in front of their computers. Along with a few different sectors of the market.

All of a sudden SPACs became mainstream finance and it seemed like everybody and their mother was raising a spac. And like most products on Wall Street, the pendulum tends to swing too far in either direction. So in 21, 22, we saw IPO volumes that exceeded the entire history of the SPAC market to date.

And, frankly, back then. It was too bullish, too bubbly, and all you really needed to do to get a deal done was put a colorful slide deck in front of investors and stocks were up 50% upon announcement, which was just crazy. 

Chaz Churchwell: Yeah. 

Jesse Busch: From there the market tends to naturally correct itself and a lot of the rosy projections and overvalued companies that were getting deals done.

Because of the flexibility of the SPAC product, which we can talk about a bit. Drove and led to underperformance for DESPAC companies that didn't meet projections and, once that they were out there in the public realm, coming from a private company to public, there's obviously a lot more eyes on you and you have to right, meet the promises that you promised to investors.

And with that. There were way too many SPACs out there and way too many deals getting done that, that, in all likelihood maybe should not have gotten done. And because of that, the DESPAC performance suffered. And, in 22, 23, as you had mentioned, 24 because of that, we saw complete dearth in IPO activity really as a result of the lack of DESPAC performance.

So sponsors weren't willing to put up the sponsor capital upfront because they weren't getting rewarded after the end, in the end. And target companies, weren't performing well, so they were hesitant, right? To merge with a spac and go public. So from there things have definitely normalized a lot, and we went from an overindulgence in IPOs and DESPACs to an absolute dearth in activity.

And now we're in a much healthier spot where if you find right, the right spac with the right trust size quantitative and qualitative aspects along with the right target who can make. Has a real reason to go public and can meet the expectations of the market. You can put a healthy deal together.

And that's all I would want as a banker and working in the product is, not where it's too easy and everything just is trading up upon announcement and not where it's too difficult, where even healthy deals are not able to get done. And I think we're in a place now, and you're seeing it with some of the deals that are getting announced and redemption levels coming in a bit.

Again, if you put the right deal together. You can get a deal done and the target company can go out, become a public entity, and go on to their next phase. 

Chaz Churchwell: Yeah. And it's funny that dude I was laughing on the inside. You said there were maybe some deals that shouldn't have gotten done, baby, back in 21 and 20.

Yeah, dude, they should not have gotten done. Just not even a, maybe there were. Some like just really bad deals. And that's what tainted the market. And just brass tacks like stuff to where they're like, oh, we have an idea and it's on this napkin right here, so we're gonna call it ip.

And like you should go ahead and give us a hundred million dollars and we will turn it into nothing two years later and we'll execute on zero strategy. And that's like we saw some of that, right? So 

Jesse Busch: yeah. 

Chaz Churchwell: I'm just glad we've shifted away from that. 

Jesse Busch: Yeah, and I think, I mentioned the flexibility that's, talk about some of the pros and cons of the SPAC product versus an IPO or direct listing, but access to the public markets.

One of the key benefits and pros is the flexibility of the product and you can bring in various forms of financing, equity debts Yeah. Verticals, et cetera, to get deals done, whereas you really can't in a typical IPO. Yeah. So again, like deals where guys and teams were working for a long time, six, 12 months, whatever it might be.

You're incentivized to get the deal done. And because of the flexibility, oftentimes you can get the deal done. And right. Maybe the, that's the market telling you it's not the right time. It's not the right market to bring this company public. 

Chaz Churchwell: Yeah, a hundred percent. I agree with you. Now let me ask you this, 'cause you mentioned IPO spac, the distinctions that are there.

You're a banker tell me what you believe. When you look at a private company and they come to you, what's the company you look at and say, man, you shouldn't do a spac, you should just do an IPO or a direct listing. 

Jesse Busch: Yeah, and I'd even I'd even make one other point, like IPO direct listing or just stay private and maybe explore the m and a world.

Chaz Churchwell: Yeah. 

Jesse Busch: And that's actually a business line that we've been developing here. And again, going back to the honesty point that I made. Operating in the small and mid cap market, public markets, frankly, we deal with a lot of companies coming to us, Hey, can you help us raise capital? Can we access the public markets?

And when you operate in that lower cap space, the honest answer is, listen, it might not make sense for you guys to go public right now, right? So let's what used to be, let's keep in touch and maybe the market will warm up, or you guys can scale a bit and we'll reevaluate if an IPO or a SPAC makes sense.

We basically started working with these companies. To see if we can meet their needs through the private market. And, in, in an effort to raise capital source shareholder liquidity, et cetera. And we've been successful in doing that. So that's been, one other kind of different avenue of business that we've built out recently.

But going back to the SPAC product what, when is a company ready and what makes sense? I think. And some of the items here, like the SPAC team, right? The qualitative attributes of the SPAC team can help bring this to the table. But, the key baseline things are just public market readiness.

Audits in place, an IR plan going forward. And again, setting expectations for financials that are reasonable and realistic and the need to go public, like a real reason, not beyond just the capital. 'cause oftentimes, to be honest, if the key reason you're going public is just for a quick check.

Again, the private markets or another path might be the better option. So to end up in the public markets, there should be a real like milestone event and reasoning for that, whether it's increased branding exposure it's a sector that public market investors are significantly interested in at the moment.

Obviously we've seen, all kinds of crypto deals and Web3 deals when like those things at the right time can make a lot of sense 'cause you can have. A substantial increase in value by accessing public market investors. But it, that's not always the case. 

Chaz Churchwell: Yeah. Like stuff that was two weeks ago if you were looking at defense tech was okay.

But you look at defense tech today with with us and Iran and everything that just lit up. All of a sudden, if you look at those stocks. They're flying off the shelf right now. Volume is up exponentially, and now there's a they instantly became in vogue. 

Jesse Busch: Yeah, exactly. And listen, those things happen in the market and that is a, it could be part of the reason as to why you wanna access public market liquidity and public market capital.

'cause it's a huge, as we all know, it's a huge market out there.

Chaz Churchwell: Yeah. Okay. So tell me this. Whenever it comes to a advisory work, if you guys step in and let's say that there's a private company that's, they're gonna go public, they want to bring in iBank to do advisory work, they're like, man we want people we can trust.

You guys are trustworthy. You've built a name for being such, what does it look like for them to walk through the process with an investment banker doing advisory work for them on the DESPAC side? What do you bring to the table that they need? Sure. 

Jesse Busch: Yeah, so when we work, so right, I mentioned the underwriter capacity, the sponsor capacity, which are both on the SPAC side as a target advisory engagement, which we've done 50 plus of over the years.

I, so the first thing we try and do is again, vet the company to make sure, hey, you guys are making the right decision and there's real reasons for you to go public. And once we've collectively decided it's the right path. Finding them. The right SPAC partner is key. And we really take a two-pronged approach.

We try and look for the right qualitative spac, which has the right sponsor team that can add real value, whether it be through sector relationships, public company readiness, audit firms. One of our SPAC CEOs. Literally sat and, went into the target company's office every day for six months to get them ready and prepped to be public to help with audits, et cetera.

Because of his accounting background. You don't see that often. So those are the types of people and sponsors, right? That the dedication level that we sought after, that we are sought after for the clients. And then from a quantitative perspective, the biggest thing is just dilution to make sure that the SPAC is properly sized from a promote.

From a trust value perspective the derivatives of the spac. Are there warrants, are there rights? What are the pros and cons there? Again, there's pros and cons with both, but finding the right qualitative partner and quantitative partner is key in working with the target companies.

So that's, I think, a big value add is just knowing our ability to find the right target and then really driving the process through closing, which is never as easy as anybody hopes it would be, but. Getting through the LOI negotiation, obviously working on behalf of the target company there. And we, having been in the SPAC market for such a long time, we really know the ins and outs and the different levers to pull to get favorable terms for target companies.

And then going from LOI to BCA to the proxy announcement, and then also helping with the capital raise. 'cause we all know that one of the key features of SPACs is the redemption feature. So just because there's x hundred million dollars sitting in trust. At LOI signing does not mean it'll be there at closing.

So we really try and find, again, the right team who has capital relationships along with ourselves as iBank is working on behalf of the client to source any capital that we need to meet minimum cash requirements to make sure the whole process and go public. The whole go public process is worthwhile.

Because if in the end, the worst case is we go through this entire process and everybody's, banging their heads against the wall to get the deal closed, and then there's no cash for the company, they suffer dilution. And, it was all for Naugh. So that's the key consideration is the cash.

Of course. 

Chaz Churchwell: Dude, cash is like the consideration. Cash is king, right? Yeah. It's Cassius King. Yeah. I wasn't gonna say you did it. You did it. Okay, so talk to me about this, because you talk about walking them through closing. Can you take two minutes and. What does that path look like?

What is it that, because you said it, it always takes longer than everybody expects. Which dude between you, me and everybody listening. When people tell me, oh yeah, we're gonna, we're gonna do this and this amount of time I always quietly like it for me, being a d and o guy, I'm always quietly like laughing to myself.

And we'll see. I hope they get it. Yeah. But I know that it usually takes a lot longer than they think. What does the path look like? Let's assume they're audit ready, that they haven't done their audit, but they're audit ready. So pre-audit, locked in. What does that path look like? That you're gonna walk them down?

Jesse Busch: Yeah. So assuming they're, audit ready close to it, or, audited at that time. I mean that the audit just needs to take place before the filing, so you can get a lot done before that. I guess to start at let's say the LOI phase, so negotiating the deal overall valuation, minimum cash, et cetera and striking a deal with the SPAC and executing the LOI from there, a lot of the mechanical items start to take place.

Drafting and the BCA, obviously, we work with a bunch of great law firms who help with all that on both the issuer and the SPAC side. But drafting the b, c, A and simultaneously, I'll go back to the cash point as all this is going on. Basically, as soon as you sign the LOI. It really steps up once the deal's publicly announced upon BCA announcement.

We are working to raise capital right through a pipe or through some sort of financing vehicle to make sure that minimum cash is met. So it's almost like an IPO roadshow as you're going through the. The process process from a mechanic standpoint? 

Chaz Churchwell: Yeah. 

Jesse Busch: So after the VCA, you get to the S four filing, and usually there's a few iterations of that with the SEC comments back and forth.

And then, this whole process takes a few months. And then I'd say the last few innings are really gearing up everything once you're effective and approved. The last big ticket item is getting exchange approval. So whether it's NASDAQ or ic, most of the deals in the SPAC market is not on nasdaq.

But making sure all the listing requirements and that's another, I'd say big value add from a, a bank and advisor that you're working with is to make sure that they can help you meet the exchange listing requirements, which. Often are overlooked 'cause everybody's focused again on the capital raise, on the SDC, et cetera.

And you can get all the way through everything and then have to deal with the exchanges and right to make sure you meet minimum float requirements. So the deal is structured correctly. To do that make sure you have the minimum shareholder count required. Those are usually the biggest things. And then there's all kinds of things that fall below there as well.

But that's usually the last thing. And then really, once you get that approval. You can move the closing and then, one day it's trading as a SPAC ticker and the next day you wake up and the tickers change and it's an operating company. 

Chaz Churchwell: Real fast, one thing, 'cause I, I don't want to assume that everybody knows what's a, B, c, A, 

Jesse Busch: The business combination agreement it's effectively the outline of the deal.

So it's not the, it's not the prospectus or the S four filing. So with an IPO, it's an S one, right? S one filing. An S four is that version of the document for the SEC in a SPAC merger, which is more akin to an m and a transaction. But the BCA is effectively a long form LOI or term sheet.

It really breaks everything down and it's the first, oftentimes the first. Public dissemination of the transaction to the public markets. 

Chaz Churchwell: And if you're listening audience, my apologies, I've got the flu right now. I'm pushing through trying to make sure that we still get this thing out.

'cause Jesse has been hard to pin down 'cause he's so busy. But but he's so worthwhile to get on here and I didn't wanna miss this with him. So here's the thing. You've got long form LOI on the BCA and it's the first time that you're really telling the world we're together. We're getting hitched.

It's the engagement announcement, so to speak. So why is that so significant and what are things that you need to make sure that you have locked down before you make that announcement? 

Jesse Busch: Yeah, I, so some of the things you don't need to have, but in an ideal scenario you would have. 

Chaz Churchwell: Ideally you wanna have to do a good deal.

Jesse Busch: Yeah, exactly. One of the key things would be any financing that you can announce along with the BCA. One of the items with the pipe process that we often do is bringing investors over the wall, right? So once you've negotiated the deal between. The SPAC and the target, the SPACs job, and the banker's job is to bring institutional investors over the wall, right?

So it's MNPI at that point, non-public information, but they can basically evaluate the transaction and participate in an investment alongside the deal that wouldn't be funded until closing. But there's, commitments that can be provided. So if you can announce a, B, C, A. That has, X dollars raised alongside of it, that puts you in a very strong position to get the deal closed.

I always say if the capital comes in, everything else will fall into place and that's. Kind of the truth, right? All the mechanics and the exchange items are not easy to get through, but we'll get through it as long as right? The capital's there. And it's a worthwhile transaction for the company.

And then the other thing is you can definitely start to focus on the messaging and public messaging of the company. What are the IR plans? What announcements, what press releases can you put out there post BCA to keep investor interest, garner new investor interest. And we really try and target, in today's world, obviously institutional investors that everybody, knows and loves.

But as well the retail investor base, there's no denying the importance and relevance they have in today's markets. And we closed. So in just for example, in 2025, we had four DESPAC deals close, and the ones that had a notable retail presence definitely had an easier path to get the closing and then also post-closing support, just given that.

Interest and notoriety amongst retail investors who, can help support the stock nowadays. 

Chaz Churchwell: Was that because of the round lot, the number of round lot holders that, that we're bringing? 

Jesse Busch: Yeah, that 

Chaz Churchwell: smaller, 

Jesse Busch: that, that's part of it. But even beyond that again, just more of a general like PR and IR that can be targeted directly to retail investors, to 

Chaz Churchwell: Yeah.

Jesse Busch: Drum up interest and activity beyond our direct investments. 

Chaz Churchwell: Interesting. Okay. You mentioned the ir, you mentioned pr just, and you're an investment banker. I see so many SPAC deals that they like, they go thrifty and don't do ir, don't do pr. I don't know if it's because of them. I don't know if it's the target saying no, we don't wanna spend the money.

What are your thoughts on that? On how critically, like, how critically important it is. Because I know my opinion there, but I want to hear from you. You're the guy. You see the deal, you see where they sail, you see where they sink. Like how important do you believe it is that a company that's going public through a DESPAC needs to have IR running in tandem with all of their public filings once they once they get announced?

Yeah. 

Jesse Busch: It's, so the utmost important and it goes back utmost importance and it goes back to the earlier point. If there's reasons that the company doesn't wanna do that, if it's a cost thing or whatever it may be, then why are we doing this? Again, it goes back to maybe the public markets isn't the right path, right?

If you're not committed to that aspect of things it might not make sense. And again, if it's just for the money, just for the capital and flow. There could be easier ways to get you guys money in the door, right? A company, money from private investors and strategics, et cetera. So if there's not like a full commitment to be public market facing, having a face of the company to, the market, like that's one thing we help identify with our clients is, alright, who's gonna be the spokesperson?

It doesn't necessarily always have to be the CEO if he or she isn't the best, public speaker. But there's gotta be somebody that investors can interact with and ask questions with. And really get the company's story out there. To answer the question, I'd say it's of the utmost importance.

And if there's re, there's gotta be a good reason as to why it doesn't make sense for the company at the time. Otherwise, what are we doing all this for? 

Chaz Churchwell: Dude, that is so brilliant. Don't take public money if you don't want to be public facing. 

Jesse Busch: Nothing groundbreaking, but 

Chaz Churchwell: It's not groundbreaking, but believe it or not, I think that you're probably my 10th person that I've had on the show.

And maybe the fifth that I've talked to about ir, but the first one that painted it that way. And dude, I love that. Like, why are you taking public money if you don't want to be in the public light? It's brilliant. It's it's so basic, but it's brilliant. Okay. Like we're talking about what it looks like.

When you guys come in, tell me this, what is a good, what's a good agreement within an investment banker versus a bad deal to have you come in to, to basically advise on the DESPAC? What makes a good deal and what should these private companies run from? 

Jesse Busch: Do you mean like specifically around terms and how things are structured?

Chaz Churchwell: Yeah, just a couple of the biggies, like the ones where because you know as well as I do, there are a lot of people in the world of investment banking to where if they can pick up an extra like 250 K of commission, they will eat your child, like and there's a. There's just not a ton of ethics that are there for some individuals.

So they will bake in language, they'll bake in terms that can leave you in a, between a rock and a hard place. I would just love to hear some of the things that you believe that you think are some of the terms that are out there that they should really run from, because those are things that don't have.

Good interest in their heart and might not be the most ethical. Yeah, 

Jesse Busch: sure. So I'd preface the answer a little bit with, each deal's different and I don't wanna bash my colleagues, so to speak and every different kind of term and structure can make sense in certain scenarios.

But, I'd say things can fair enough, keep your eyes out for, the biggest thing is the fee structure and how much of it's success based. So like when we work with a target company, we only get paid when the deal closes and you guys get paid and we, take a percentage of that payment, so to speak.

So it's all success based and based upon the premise of us delivering value and getting the deal closed. The flip side of that would be upfront retainers, monthly stipends, things of that nature, which, oftentimes can be worked into agreements. But, and again, if there's certain value add attributes that are specific to things, I think that can make sense.

But that's not always the case. 

Chaz Churchwell: I'll be honest, I don't love that. And the reason why is for the same reason that a SPAC team shouldn't be paying all of their SPAC team members salaries for everybody. Because what's the incentive of going ahead and getting the deal done and getting a return for your investors?

If you've got an advisory bank that is collecting all of these monthly stipend fees, they're incentivized to drag everything out, not to get it done. So I don't like that. 

Jesse Busch: Yeah, the alignment of interest is the biggest overarching theme I'd say, in terms of structure. Other kind of common items you might see in there are roers, right of first refusals on future raises, which, aren't necessarily a bad thing, but could tie you up if you end up going public and wanting to go in a different direction.

Just be aware of those things. We've run into that in the past where we've approached potential clients and they've been tied up with other advisors things of that nature. 

Chaz Churchwell: I have one client right now. They want to go public so bad. They're public ready, good deal. But they're with a very specific bank that now is no longer taking clients public.

The bank still exist. The investment bank still exists, but they're not doing any new deals, but they refuse to let that client out of their deal, and so they're just tough spot stuck and purgatory. 

Jesse Busch: That's a tough spot. The one other obvious thing too, I'd say this. Not just pertaining to banking, but any kind of engagement is to make sure like the people that are pitching you on the business and that you're trying to work with, are gonna be the ones actually doing the work and interfacing with you, especially at some, larger outfits.

It's not uncommon to be working with a senior banker, the, founder, et cetera. And then once the deal actually proceeds, it's passed off to somebody else who might not be, as experienced and helpful. Yeah. That's one thing, again, being at the boutique bank, it's really. A smaller, tight-knit team myself included, who are the ones pitching new clients, driving deals to closing, et cetera.

So it's right. The people you meet on the first call are the people that are gonna be there throughout the process and on the last call. 

Chaz Churchwell: I love that. Okay. For me, I know that one of the big things that. That I appreciate about your team, and you mentioned it already. It is just the fact that like you and I spoke one time, maybe.

Five months ago and you said, Chaz, whenever you call, you get me. And and you just alluded to it again, talking about how you're not getting all of these juniors that are on there that basically just finished their MBA fresh outta school and the CEO likely knows more about getting the deal done than that kid does, and I want to hear from you just speaking to the idea of your value that you bring whenever 'cause you, because a lot of times people get enamored with the bigger name that's done the bigger deals and there can be some great value with having a big name on a cover sheet. I get it.

Jesse Busch: Yeah. 

Chaz Churchwell: Where do you see that you guys have had success stories to where some other bank dropped the ball, couldn't get it done, something like that, and then you were able to step in and be their own Messiah, and like basically save them on something with your experience, your expertise, and your network.

I'd really love for these people to hear that because I think when you hear vendor stories like that, it helps people really connect and understand what you're capable of. 

Jesse Busch: Sure. Yeah. There, there's been plenty of examples and, not to name specifics, but where we were not the bank that were, that was the underwriter on the spac IPO and we had nothing to do with the deal.

But then halfway through the process, or 75% of the way through the process, we were brought in as an advisor to the SPAC or as the company to help drive things to closing. And that's I think, partially just based on right when a lot of the bulge bracket banks got involved in the SPAC product back in, the boom of 21, 22 people saw money and they chased it and it was again, everybody and their mother was getting involved, bankers, investors, sponsors.

And then when things turned south, a lot of people exited. And you're starting to see slowly some guys go, come back into the market. I, bankers never left. And we've seen all the ebbs and flows and evolutions of the product, including this last evolution, but going back also two decades and having those longstanding relationships with all the required, key parties, the lawyers, the exchanges, the investors and everybody being quote unquote just a phone call away is, I think a key aspect.

And then, also SPACs is our key area of focus. So it's not like we're out there. Chasing other bigger deals or other products. When there's a new hot product in the market. This is really like the meat and potatoes of what we do. Yeah. So if we take an engagement this is our key focus and getting it done is our goal.

And it just goes to keeping with the firm's reputation and showing that successful past. And not to say everything is always a success, right? Things go up and down just like any other. Product to market, but 

Chaz Churchwell: right. 

Jesse Busch: All in all, I think we've done a good job over the years.

Chaz Churchwell: So let me ask you this, ma'am. Okay. Right now in the market, as there is a lot of a lot of, I guess you could say, trepidation around anything that is, that has a China connection, right? PRC connections. Where do you see that SPACs are playing a role in that? And then I'd love to also hear with crypto, where do you think SPACs are playing a role with that?

Because I feel that those are two areas right now that are. They're a little funky and I but I feel like SPACs have the opportunity to call it be a saving grace for some really solid companies that just happen to be caught up in, call it bad publicity. A few bad Apple spoil, the whole bunch kind of thing.

I don't know, but I'd love to hear what your thoughts are on that. 

Jesse Busch: Yeah the China dynamic's definitely difficult, and it's difficult because a lot of it's out of our control, right? It's out of everybody's control. It's political. It's, regulatory driven, so to speak. I think actually, so we closed the deal.

I mentioned a few in 25 we might have closed, don't quote me on this, but the last China relateDESPAC deal last year. And a lot of it had to do with the CR CRSC approval process and less so like companies being able to go public because of issues with the US exchanges. But the most recent issues had to do with the Chinese regulators not providing approval to these companies that are based in China. To list in the US and that was the issue that a lot of sponsor teams ran into last year that were trying to close deals. And it's a tough spot to be because you could have worked on a deal for, again, 12, 18, 24 months with the target, be right near the end, and then some regulatory change happens, or the, the, a foreign government's not gonna allow the company to list and, you're in a tough spot.

So that, that's frankly still, the case. And we haven't seen a lot of China focused deals close since, I'd say mid last year. And unfortunately, a lot of it's out of our control, right? It's up to the politicians and the regulators to see what they what they will allow. So it's not to say that SPACs can come up with a, near term solution for accessing public markets that IPOs or other avenues couldn't because we're all subject to the same.

Oversight. So you know, that's there, but nothing lasts forever. And we've done plenty of deals with Asian-based and China-based companies in the past, and I know we will in the future. It's just a matter of, figuring out when that market opens up a little bit again. 

Chaz Churchwell: Okay. And then what about on the crypto side?

Because I know right now, obviously crypto was like crazy hot. It was in vogue. Now Bitcoin is dipped for a myriad of reasons. And where Bitcoin goes, the rest of the currency follows and the rest of the ecosystem follows. So what are you guys seeing there? Because there's still a lot of opportunity that's in that space and a lot of those companies are having explosive growth.

Jesse Busch: Yeah, so we've done a couple deals in the crypto market in and outside of SPACs. One of the deals that we sponsored and closed a few years ago was with a company called Cipher Mining. And they've gone on to have pretty good success. And originally when we brought them public a few years ago, it was just a pure Bitcoin miner and they're, just mining Bitcoin and turning the revenues, reinvesting it.

But they've actually pivoted to. HPC like data center power provider for a lot of companies, like a lot of Bitcoin. Comp ex Bitcoin miners are right. That's the new strategy and we've seen a lot of investors and interests both in the private and the public market, in all things data center related.

So I'd say that's, adjacent to crypto, but that's. Been a very, hot market recently. And then before that, about a year ago, I think you had mentioned it, but there were a ton of debt companies, right? Whether it be a SPAC deal or reverse takeover deal, where companies were raising hundreds of millions of dollars in capital to basically reinvest into crypto and Bitcoin and, add strategy management strategy to that. So that was a hot trade, I'd say back in like mid 25. But things have cooled off a little bit, like you said with the slowdown in crypto and I think, Bitcoin's 70 grand or so down from the highs of one 20. So there's, some stability, especially in like the infrastructure plays again, like data center oriented companies, but the pure kind of levered Bitcoins had a tough few months here.

Chaz Churchwell: So I appreciate that. So two final questions. One is, what do you believe, what are you seeing right now is if there are targets that are listening, what is the top target area that you think that the market. Is salivating over for SPACs to where it is like you guys should be crushing it. This is a no-brainer for you to do a deal with a SPAC right now.

Jesse Busch: Yeah, I'd say and maybe a little contrarian to the typical SPAC target, but in, in terms of getting deals done, a healthy deal and raising the capital required. I'd say companies that have some history and stability to them. It's very difficult right now, again, which was very easy a few years ago, was to take a new company, a new idea, raise a bunch of money, and go out there and bring them public.

Yeah. It's a lot d more difficult to do that for variety of reasons, not just directly associated with the SPAC market, but in terms of the perfect target. I say it's a company who has a history to them. Has some stability in the financials and has financials to underwrite where an investor, a fundamental investor can come in and invest in the company itself and not just the product or the transaction.

One of the things we always try and avoid is sourcing investors who are investing in, again, like the transactional aspect of things as opposed to the fundamentals of the business. Yeah. So the sector doesn't matter as much as. Again, having that fundamental stable business that a financial investor could come in and underwrite value, we can come up with a fair value and get a healthy deal closed.

Those are the types of companies right now I'd say we have the most success in, again, raising the cash for and raising that minimum capital requirement for. Okay, 

Chaz Churchwell: so final two questions. And they're personal, so I want to ask. Are you more of a car guy or a, an experienced travel guy? 

Jesse Busch: I'd say more of a travel guy.

Chaz Churchwell: More of a travel guy. Okay. Let's say that you just write your biggest commission that you ever you just closed your biggest deal that you've ever closed. You're like you've got the bucket list, you've got that one spot that you've always dreamed of. What's the one dream bucket list spot you haven't gone to, but like when you close that commission, you're like, I have to, where are you going?

Jesse Busch: Funny timing. If you, if we would've had this conversation a month ago, my answer would've been the Italian or Swiss Alps to go skiing or snowboarding. But I actually just came back from the Olympics in Milan a few weeks ago. So I just checked off that that, that item. So that, that, that was a lot of fun.

My cousin was actually. Competing. She skis for the Austrian mogul team ski team. What? So we got to go see her ski. I got to snowboard myself in Lavino, Italy. It was like a picturesque Alps ski town surrounded by mountains, all the perfect little pubs and restaurants and whatnot throughout.

It was a great experience. So that would've been my answer a month ago, but I'd probably have to come back to you to now figure out what the next stop is. 

Chaz Churchwell: Dude that, hey, you gotta do that. You gotta let me know. I gotta know what the next one is. But that's pretty bucket list Olympics in those Alps, like being able to board.

Now I'll tell you. Yeah, that's 

Jesse Busch: great. 

Chaz Churchwell: Caitlin from Odyssey Transfer. I had her on a few weeks ago and like she snubbed me whenever I said that I bored. So if you talk to Caitlyn, like you two are gonna have to duke it out on skis versus boards. So Sure. In case you didn't know, but No, man I appreciate you sharing that.

And I do, I want to know what's the next bucket list item. All right guys, everybody, if you've been listening today. Make sure that you subscribe, make sure that you follow. Keep on with this 'cause we've got a lot more coming up with all of these different service providers, remarkable SPAC teams, DESPAC stories that are successful that I can't wait to tell you about.

My name is Chaz. I'm here with Jesse Bush from iBank. You don't want to miss the opportunity to connect with him if you're looking at going public. Find him on LinkedIn. He's right gonna be there in the description. You've gotta connect with this guy. Jesse, thanks so much for being with us today. 

Jesse Busch: Chaz, thank you so much.

It was a pleasure chatting with you and I'm looking forward to working on the next deal together. 

Chaz Churchwell: Appreciate it, brother. Blessings, everybody. 

I.