IPO or DESPAC? The real answer is more nuanced than most founders realize.

Chaz Churchwell: On everybody. This is Chaz Churchwell, your host of the DESPAC podcast, and I've got a special one with me today. I've got Peter Goldstein and the reason why Peter is so special is because he has this very unique ability to talk to us about two different sides of the equation. As a consultant. The guy literally wrote the book on doing an IPO, literally wrote the book.

But he's also somebody who's actively involved in SPACs and even has one em, MS acquisition corporation that that he's on right now. So it's this unique value proposition that I'm so fired up to talk to you about today, Peter, because you have the ability to say yes sometimes an IPO is right.

Sometimes a SPAC is right, and let's, and we'll be able to dive into kind of both of those. But first man, I wanna just give you a moment to introduce yourself and say hello to the target audience. 

Peter Goldstein: Chaz, thanks so much really for having me and the opportunity to share with you and really to add value to your audience.

I have a unique perspective as you've shared, because I've been in the markets now, capital markets specifically for about 25 years, and I've done that from, as I like to say, different sides of the table, meaning I've been a founder, I've taken my own companies public, I've been a board member, I've been an executive, I'm an active investor.

And I'm an IPO advisor. What I like to think about is looking at the markets from a 360 degree perspective, and my focus area for the last 25 years has been on emerging growth companies. So I love working with entrepreneurs. I think my passion is really, being a company builder both of companies of my own and working with like-minded entrepreneurs who are focused on the capital markets in the United States.

Chaz Churchwell: I love it. I love it, man. So I'm excited to get into this and I'm not even gonna I'm not gonna start with anything soft. I want to go right into the meat and potatoes. When does it make sense for a private company looking to go public to use a SPAC instead of an IPO? 

Peter Goldstein: So let's get right to it. It's a meaty topic and I think that it's really one that there's a lot of confusion around.

And I would start with saying, and we can unpack it piece by piece, but I would start with it and saying, it's really a choice. It's not about the trends and what's happening that week or that month. The fundamentals are about readiness, about structure and execution, whichever way you choose to go.

As I like to say, about 80% of that journey is the same. The preparation of whether you're gonna go to a SPAC or to an IPO starts with that structure and that understanding. So here's my core view I is that, an IPO works better when you are comfort. The company is confident that the market will price their securities.

It's an auction, right? You do all that work to prepare, and there's some uncertainty around how the market will receive your company at an IPO. 

Chaz Churchwell: Yeah, 

Peter Goldstein: a spac alternatively works better when the structure and the certainty are then understood to create a better outcome than relying on the market, right? So there's two very different market engines.

Okay? So IPO, it's market driven price discovery. Meaning, you do your IPO, you're gonna set a range with your investment banker of the valuation that you would hope to get from market, right? There's a low end and a high end, and that happens towards the very, very tail end when you go out to market and when you go through price discovery.

And that credibility that the company has is gonna bring that demand for your security at the time of going to market. It's uncertain, it's unknown, and this is a volatile IPO market. It's just, there are a lot of different inputs that create that volatility where market price discovery is then more uncertain.

So with a spac, the other engine is that valuation and going to market is negotiated in advance. Yeah, so there is more certainty around the structure, around the alignment between the SPAC sponsors and the financiers creating a lot more flexibility and a lot more certainty. Yeah. 

Chaz Churchwell: Yeah and it's such a good thing that you bring this up.

I love this because you talk about the certainty component. You've probably seen it. I've had clients that were set to IPO night before. They, IPO, the anchor investor calls them and says. Yeah, I'm gonna need some warrants added onto this, a little extra sweetener. Otherwise I feel like I might have to bail, I might have to bail on this whole thing.

And then your IPO blows up and then you have to reset, and it's, there's just all of these different things. Or maybe the underwriter can't even close the book. And I've seen that happen more times than I can count. So it's so it's really good that you bring up the certainty.

Component that's there on the spac of really knowing where you stand with the other side of the transaction. I appreciate 

Peter Goldstein: that. No doubt. No doubt. Cha, we've seen all of those and many more, 

Chaz Churchwell: right? 

Peter Goldstein: And then you have the regulatory uncertainty. Now you know that it comes with the current state of the market.

What I would point out for a company that's trying to make this decision is to look at first, is the company really truly public ready? And that has, clear markers and distinctions from a governance, from a, let's call it from the compliance perspective, as well as meeting all the metrics that are required and then separately that there's strong institutional demand and support.

A lot of companies don't get completely through their IPO and they don't have enough demand. From institutional buyers, right? You can have retail buyers, but majority of IPOs are still gonna be done with institutional demand. And then that there is a clear set of market comps and or a narrative to support the pricing of going to market at a discount based upon an IPO with a cap table that supports that.

And then one of the big factors that we'll talk about more is that there's no redemption risk, right? When you're going to an IPO, those investors are buying equity, whether it's structured finance, common and or unit directly into the company wherein the SPAC side, which we'll talk about those trade-offs and the redemption is a real issue and a real challenge, 

Chaz Churchwell: right?

Peter Goldstein: So the IPO trade-offs, longer runway market window risk, there's less flexibility on structure. And whatever the market is gonna give you, you have then a choice. I've been on so many pricing calls where that moment of the investment banker providing what the pricing is, and then there's a choice.

You can say yes you can say no. Typically it's not very negotiable. You live without, the market price is being given to you based upon the demand of the investors at that time of going to market with that roadshow.

Chaz Churchwell: Yeah, it's well said. It's well said. So let me ask you this, 'cause we talk about things not going as planned.

So what's a time in your 25 year career of being in public markets that something didn't go as planned, but had a really solid impact that helped to shape who you are now? 

Peter Goldstein: Wow. There, there's been a lot of them Chaz, right? You've go through enough market cycles and, you get the scar tissue and the wounds and the wins and the losses.

The big one for me was the Great Recession, right? So in 2008, 2009 I basically. Got wiped out financially. I was in two aspects. I hedged the capital markets with jumbo residential real estate in South Florida, and for those that you remember, ground zero, that was it. And that was personal money that I had put in to offset the risk of the market.

Never in my lifetime have both of those basically gone to zero at the same time. So I found myself really in a very difficult time of financial hardship and now I can speak about it, because I'm on the other side and I've rebuilt myself to one of the greatest. Shapers of who I am today in both my business, my personal life, and the way I look at, the world and cycles of which shape and form.

Hardship is one of the greatest teachers in the world. 

Chaz Churchwell: It absolutely is. We it, they say, if you want to know who you are. Look in the mirror of adversity, and that is where you will see who you really are. And so I think that's outstanding, especially man, because of the fact that you are remarkably successful now.

You have been able to claw your way back. And so it's a testament to what you are capable of. Whenever push comes to shove and you get knocked down. You you persevered through the adversity and you've got remarkable knowledge to be able to help you come out the backside and rebuild. So it's a beautiful thing.

Obviously we're always learning, right? Like you, we talk about what you learned, the scars that you've got, the painful and expensive lessons in life. What are you what's one thing that you're actually trying to learn right now and what's one thing that maybe that you're trying to unlearn?

Peter Goldstein: I learned more in the, so we did our IPO on MS acquisition Corp in September, and we were $115 million oversubscribeDESPAC listed on NASDAQ and priced by design. And so part one to that answer is that I learned more in the four months going, prepping and executing on my IPO for the spac.

I knew about the SPAC market in the last 25 years and so I, I've gone to school, if you will, Chaz, on that. And with that, comes why I can now share this with you and with other people to help educate and we'll talk a little bit more later about, when the SPAC is a better path.

I chose to do that as I think the second part, which is that I want to be able to look at the market cycles and I think a good, any good businessman or entrepreneur looks at product market fit, not what I think is the best, but what the market is calling for. And so I had a predisposition 2021 when SPACs were at their peak.

And 99% of those people lost their money, right? Were in bad deals, oversubscribed over promoted, overvalued and so I'm unlearning that SPACs are basically were what I saw as not an ideal. Vehicle for building a sustainable public company. And I've educated myself and others and along with the fact that in 2024, the SEC rewrote the regulatory requirements, and that's when I chose to get into the SPAC market because I realized that discipline structure, transparent rights aligned kind of values that we brought and founder led execution is critical to this current SPAC market.

Chaz Churchwell: Let's talk about the SPAC market. What do you see right now? That's because we're in a renaissance, right? The SPAC market is in a renaissance. I actually have clients that have dropped their IPO and now I, the S four gone, or pardon me, S one gone. They're now on an S four. They're, they've moved over to doing a DESPAC transaction, what is it that you see that is working right now in the SPAC ecosystem, and what is it that you, that there's something that maybe is still broken, something that maybe even with your SPAC s that you are trying to differentiate yourself and do it different. 

Peter Goldstein: Great. So let's break it down a little bit.

So first, I just wanna talk about why I think the SPAC is a better path for certain companies, right? Yeah. So that's, speed and timeline to go to market are quite, are always important, right? Time and money. Get with the basics. We talked a little bit earlier, I think there is much more certainty.

Around a SPAC transaction than there is an IPO. And creativity then and understanding the capital markets is critical, right? To have a strong sponsor team led by capital market experts who understand if you need to be creative or create some, what I would call bespoke structures, right? The fact is reality that the majority of redemptions.

Are not gonna come into that. Capital that's in treasury is not gonna come into the operating company statistically, Chaz, it's about 90% now. So if I have $115 million in treasury. If the sponsor really understands that, then they have to come up with alternative kind of bespoke structures or pipe financing some additional debt.

Some way of bringing more capital 

Chaz Churchwell: because 11 million, 500,000 isn't gonna get it done. You gotta, 

Peter Goldstein: and it may though, and this is again a little bit about, this market reset, is that we're focused on quality. Discipline execution. As an example, I'm looking for a fundamentally sound company to merge with MS that has existing revenue growth and this funny thing called profitability.

So we are not going towards where a lot of the promoter oriented sponsors may go towards higher, faster promoted companies such as, future revenue in ai or future revenue in a, a Bitcoin treasury or those type things. Where there is a better path is for earlier stage companies with explainable metrics where that founder and management group wants clarity in a partner.

And that's what we're looking at, that there is a much more favorable climate around doing a kind of a unique investment structured with the right partner that understands operations, capital markets and m and a. 

Chaz Churchwell: I like it. I like it. So let me ask what is a, just real quick for ms, for any spac for any SPAC that's really wanting to do it with excellence, right?

If you're wanting to do a good deal that investors can get excited about, that the target can actually be excited about because. Because, man, you know how it is, these targets, sometimes they're like, gimme the biggest valuation, and they like, they want you to give them this massive valuation and then you, and then the SPAC team does, they stroke the ego and then the company gets to peacock around for a minute saying that they got this monster valuation.

Then the business combination happens. The DESPAC happens, and all of a sudden. The stock crumbles and they're confused. They don't know what happened, and then the lawsuit ensues because there was a bad valuation on the deal. And because the stock has just gotten absolutely decimated, what does it look like in your mind from the SPAC side, from like from an MS acquisition corporation side to do a good deal and what do you think that the target should be looking at and saying this is a good deal.

Peter Goldstein: Yeah I love this. So everything you just mentioned is why SPAC deals go wrong, right? And then so then comes the disciplined structure of being able to do it right. And we start our discussions early. 'cause we're now in the discovery phase, right? We've completed our IPO, gone through the quiet period.

Now we're talking with potential targets and I believe in educating them about the realities of the market. With a very intentional structure. And the first one is redemption risk is very real and there's a fantasy, or there are people being sold a false reality that the money in treasury is going to convert at the time of closing, and that's just not real.

The second is that there's structural dilu. You know the reason we did a hundred, 115 million oversubscribed IPO is we had opportunities to do much bigger, but that dilution is then passed over to. Emerging company in this, right? And we want the structure to be sustainable, right? I would make more money on a bigger deal, but I want more money over the term of building a company that's gonna be sustainable in the capital markets.

The SPAC trade off is that capital is conditional and it's conditional upon bringing a good fundamental valuation. And just if you're doing an IPO, you typically would do a 15, 20%, 25% discount to the market because the investors need to get a return, 

Chaz Churchwell: right? 

Peter Goldstein: So the minute someone talks to us about a premium, we, we then have to educate them that's not the type of deal that we want to do because the execution pressure cha starts immediately.

Actually even in a SPAC before the close, it's upon the BCA announcement, but realistically, post-close, and the truth is right, that the markets don't care about how you got public. They care about how you perform, right? It's a really big learning field. This is not easier to do a spac, right?

Headline valuations are misleading. The public markets are gonna punish those that don't have proper structure and execution. 

Chaz Churchwell: Peter, are you sure that you're not a rabbi, ma'am? 'cause you're preaching right now. 

Peter Goldstein: Can't help myself, listen em Emes. I love that. It's a great segue. So Emes, the name of our SPAC is Hebrew For the Truth.

Chaz Churchwell: Shut up. I love that. That's 

Peter Goldstein: beautiful. Beautiful. It is by design that, we, I'm a big branding guy and, I believe in, in, being able to have and create a culture of your company that speaks to the market. So it is our mandate, 

Chaz Churchwell: dude. That's beautiful. That's beautiful.

Okay, so you talked about redemptions for a moment there and then segued into some other stuff. Let's talk about that real fast. I don't think that people really think nobody thinks it'll happen to them. Like people have a feeling. Yeah. We're, we know that we're doing a really good deal, so we don't think that our redemptions are gonna be high.

So I would love if you unpacked real quick. What is it you're seeing? 'cause you mentioned a moment ago, redemptions are around on average about 90% right Now. What for people who may not get it, maybe you're, 'cause we're talking to private companies that are looking at going public. What is a redemption and what is it that like what's the reason that these people are jumping in and then jumping out?

What are you seeing? I know what I see, but I want to hear from you. 

Peter Goldstein: Let's go through, just the basic fundamentals of this structure, right? So we, and I'll use MS as the example. We did a hundred million dollar IPO, and then it was oversubscribed. So now there's $115 million.

Where does that come? Where does that money go? In our case, 100% of it goes into a special treasury account that I don't have access to for operating. We raised separately our group raised hard capital for our operating needs. Legal, d and o, right? For, accounting, audit, nasdaq, so on and so on.

That's a separate, you 

Chaz Churchwell: just heard that he said, d and o don't forget about me. 

Peter Goldstein: Of course. That's why I gave the, I know. I, at least we can give a plug. And so that capital is two distinct pools, right? Operating capital. And Treasury Capital. The big money, the $115 million is sitting there and the way that I like to describe it in an escrow account, and at the time of announcing the merger with the target, then the target has the opportunity with the sponsor to present to those investors the opportunity to convert their money into.

The new entity, the surviving entity, and they have a choice. They can take their money back or they can roll it forward. And many investors, we hand selected each one of our investors in our sponsor pool. We have both private, high net worth institutional and pipe investors. Guys that are lifecycle investors.

In our IPO, we have those types of investors as well. And then we have large hedge funds. And some of those hedge funds are there just for the yield. They're getting, their money is sitting in treasury and then they get, in our case, we used a right over a warrant because I believe as a right is a much more cleaner structure for the surviving entity.

So then there's back to the capital and the reality is that they get first look, it's almost, think about it, Chaz, write a first refusal for your listeners and if the offer is good, then they'll have an interest. Now, how is that a, you have to create arbitrage. Any sophisticated investor is just looking for a value.

So you need to be able to create that arbitrage between where you're pricing and where the market is on a comparable basis with strong fundamentals to support the growth that's gonna occur. And an additional ROI for the investors. Does that all make sense? 

Chaz Churchwell: It absolutely makes sense. And pardon me, I would even add something to that I like for me.

I think it's important for people listening to know that you've got, because you talked about the right, so the right being, the sweetener or warrant being a sweetener. And so what you'll find is that whenever you've got this right or this warrant that's there what in the market they call a sweetener.

So you have these investors that come in, they buy like they buy and ultimately end up getting a unit. And so they get the stock and the right or the stock and the warrant. And then while do for doing that, basically their money just goes and sits in a trust account picking up 6%, something like that. And now granted the bank or the other institution's gonna take a little cut on that.

They're getting some good money just for parking their cash somewhere. And then as if they decide to redeem as a way of saying, thank you for putting your money with us so we can, IPO, they get to walk away with their interest and the sweetener, they get to take the right, they get to take the warrant and then they go.

And so it's one of those things to where you have to in incentivize them to stay. You have to satiate them in some way. And for them to actually want to continue to be part of the deal. 'cause right now. They're happy as a clam. They've already made some good money just by parking their money in your trust for a while.

They've gotten that which they can go and do something with that warrant that they can go and do something with and sell. And so I think that's why people need to realize these investors aren't walking away with nothing. If they walk away and redeem, they're still making out and doing very well for themselves on the deal.

Peter Goldstein: Well done cha. Look, I'm an active SPAC investor and I have strategies that are threefold, right? It all depends on the strategy of that particular investor. The ideal is what we call lifecycle investor. In that they'll participate in the different aspects.

They're not just looking for yield. Yeah. Some of these investors, they never have a plan. To be able to convert, to continue on. So it's really about knowing who your sponsor is, their relationship with the capital, the cap structure, both sponsor pool and the institutional round in the IPO and more is not better.

Chaz Churchwell: No, it's not. By the way, I wanna take one second. I want a little bit of a plug. So you are like, one of the things that I love about seeing you if guys, if you don't follow Peter on LinkedIn. Go find this guy, connect with him, follow him. He, one of the things that you do that I think is so cool on LinkedIn is that you journey around, and maybe you've finished it by now have you gone to every exchange around the world yet?

Peter Goldstein: Not yet, Chaz. It's there are so many unique little exchanges, so I've lost count honestly. But I have visited stock exchanges all over the world, including ones that are no longer active and no longer functional. And so there's a long list of ones continually around the globe. And, I think maybe I am I'm in the, I'm in the twenties.

I don't know exactly the count anymore, but some of the most unique, places in the world, Morocco I can go through a very long list. Each one of them, I get an opportunity to go the exchange, learn about the actual roots and history of the exchange and bring it forward to today.

So it's fascinating stuff and continues to be to me. An area that I wanna share with others. Some people, when you talk about following on LinkedIn have come to me and have said, Hey, I've learned more about stock exchanges around the world than I even knew existed. So it's been fun.

It's been cool. Its. 

Chaz Churchwell: That's so amazing, man. So it's one of those things guys, I just want you to know, just taking a personal moment with this, with Peter and just acknowledging, so accomplished from the perspective of you've written a book literally on how to take a public company or a company public.

You've you've written the playbook for it, and then more to that point is. You're not just familiar with US capital markets. You have this very robust, very well-rounded global public markets, call it ecosystem that you've developed with all of your global travel, hitting all these different exchanges and engaging with all of these people.

Morocco. Where they have their own exchange. I didn't even know. 

Peter Goldstein: I've done, four continents now with of exchanges, that's the only one in Africa. But it was in Casablanca and actually got to go ring the bell, which was an old gong that they've used for a hundred years.

It's, it I think for the listeners, it's more about them than it is about, about, that's a passion for me. But understanding this is a global marketplace. If going public is a trust contract. Okay. Yeah. You're entering into. A market related contract, whether you do an IPO or a spac, right?

Yeah. And it is global. There are buyers and sellers of that stock from all over the world on a US senior exchange. Understanding that you are entering in the US the deepest, most robust pool of capital in the world. With an international set of buyers and sellers sets that framework.

And then the takeaway for me is that no matter what exchange you on, no matter where you are in the world, that execution is the only thing that matters from the day you get listed. 

Chaz Churchwell: So let's take that and segue back into business for just a moment because you said a couple of interesting things.

We, you talk about the international scope and we actually have. Private companies that are outside the US who have already been watching this podcast. So that's been really interesting for me. And and I know that early in our conversation you talked about public readiness. Man, I would love if you could take one moment maybe a minute or two and talk about what public readiness looks like more tailored to.

To like a company that just doesn't understand capital markets, like open their eyes to what the reality is that they're in for, from a risk standpoint as it pertains to the, the getting the audits right the securities litigation, the regulatory bodies that are there. What does it, like, why is it so critical for them to actually get public ready?

Because you know as well as I do, a lot of companies, particularly those that come from overseas, they have this very laissez fair kind of attitude when they're on the capital markets in the US and it ends abiding them much to their surprise. 

Peter Goldstein: No doubt it, it really does. And I would start Chaz by saying that there's a timeline.

We like to look, 12, 18, even 24 months before your day of getting your symbol. That you begin that preparation because it takes time, it takes practice. Just like any other profession practice, you need to get in your reps. And I'll start with the biggest one, which is the financial reporting.

Private companies, we run them, we operate them, right? They have a lot of freedom and flexibility in the way that they operate. And that they prepare and report their financials. This, then you gotta flip it. You gotta do 180 degrees. The most difficult transition is starting with the financial reporting and then there's the governance and then there's the operations.

In my experience, the financial reporting is underestimated. Foreign companies do have a different reporting cadence than a US. Filer. But let's talk about the foreign filers. There's about 60% of the small cap and micro cap market are foreign companies listing in the United States.

So for them to be successful, they have to have, and to enter the markets, they have to meet all the listing criteria. And I break those down into quantitative and qualitative. So the qualitative are the parts that often are missed. Because they're not prepared properly. And that's the governance, that's the be able to continue your reporting requirements and operate transparently in communicating with shareholders and to the markets efficiently to get people to wanna buy your stock.

Those are, I'm touching on 'em quickly 'cause where we don't have as much time. I could spend an hour on this Chaz, right? 

Chaz Churchwell: I get it. I get it 

Peter Goldstein: right Because there's so much to it. The quantitative side is a little bit easier, but often overlooked. Whether it's a SPAC or an IPO, you have to satisfy those listing requirements.

And those are stated by either the NASDAQ or the New York Stock Exchange, and they're very explicit. The these are quantifiable, they're specific, they're measurable, and either you meet them or you don't. And many foreign filers especially don't understand those nuances. And then at the last hour, whether it's an IPO or a spac.

They're really scrambling and they're struggling to meet all of those requirements. So having the right team of advisors starting with the d and o, going through your legal, going through your audit, going with the capital market advisory to properly prepare and then to practice for a period of time.

'cause once you're on the playing field and you're lit up with your symbol. Now you're operating two different businesses and it comes fast. The market is not forgiving if you are late with a reporting, if you don't properly file your disclosures, right? If you don't build your shareholder base. These are our mistakes I've seen over and over again, and obviously our role here is to educate and prepare and help companies perform better as sustainable entities once they enter the market.

Chaz Churchwell: So real fast, because again, target audiences, private companies looking at going in public through a dpac. You talk about the shareholder base. I feel the, I feel that one thing that people I see this all the time with DESPACs. I see this all the time. They don't want to invest in connecting with their shareholders until.

It might be too late. And so I, do you see that too sometimes? Do you 

Peter Goldstein: I see it quite often. And it's an easy thing to overlook. I'm a big believer that you need to have ongoing constant and continual communication with your shareholders. And in meeting one of the listing requirements, you need 400 round lot shareholders.

And so often, especially in DESPAC, where the SPAC would only have, lesser number of shareholders then, and it's institutional financing, then they have to go out and build out round lot shareholders. So those are some things that, are often overlooked. But no matter what shareholder communication, I'm a huge advocate of being able to keep your shareholders happy by providing them with knowledge, all compliant and having them really buy into the vision of what management, founders, and the stakeholders are building.

Yeah. To keep them engaged and involved and want to continue to buy and support the company stock. 

Chaz Churchwell: There's a, there's that book, I don't know if you ever read it. The Infinity Game? 

Peter Goldstein: Yeah, 

Chaz Churchwell: Yeah. Such a good book. But one of the things that they talk about in there is the idea of the long game, instead of playing the short game, and so many leaders, when they're public, when they have investors it's all about.

Pricing for the next quarter. And you get sucked into this mentality of being focused short term instead of thinking on what is the long-term vision. I love that you said that, Peter. And so it's, I want to make sure that we're encouraging these companies when they go public to make sure that you don't get shortsighted caught up on your quarterlies.

Don't think that you have to satisfy your investors. Instantly if you can let them know that this is the game of where we are headed, this is the direction of where we're going. Get them to buy into your vision. And and I don't know if you've ever, if you've ever read Visioneering or not, but there's a guy named Andy Stanley.

He's actually a pastor at a megachurch in Georgia, and he wrote this thing talking about casting vision, and he says. Whenever I'm exhausted of talking about vision, that's when my people are just starting to listen. And it's that idea of your investors don't hear from you a ton. And yes, you may be banging the same drum over and over, but that's okay.

Keep banging that long-term vision drum. Do not lose sight and focus on that, but but how do they do that? What are some of the best ways you think that a company. They're about to be public or they are public. What are the best ways you think they can communicate with their investors? 

Peter Goldstein: I think there's two parts.

So it's just transparent communication, constant ongoing updates, and very fundamentally sound. But more important to me has, is that they have a plan for the 12 to 18 months. Post listing that they've thought through a strategy, and this is what we do on the advisory side with our clients, is to be able to map out the growth strategy and the material events that will be occurring.

And when they do communicate those. Share them, right? Execute, share the milestones, 

Chaz Churchwell: execute, celebrate, execute, celebrate. 

Peter Goldstein: Yeah. And when you don't hit 'em, own them. And this is where CEOs and I've seen, and myself included in the past you want to cover up your blunders, don't fail in public.

The reality is. Everybody had missed. They don't always hit a hundred percent of their milestones and their objectives and their KPIs. Yeah. So own them and communicate 'em. 'cause the investors are gonna find out one way or the other. Investigators are, or investors are much more sophisticated, especially the retail investors, which make up now, 30, 40% of the buying and the open market.

And these smaller, small and micro cap stocks. And understand that they are sophisticated and they want to hear the good news and the bad news. 

Chaz Churchwell: So what are your thoughts? Do they just do press release? Are you an advocate of investor relations? Do they need to have pr? What do you 

Peter Goldstein: I'm an advocate of all those.

Okay. But putting out a press release test doesn't move the needle anymore. You really need more of a robust communication. And that's where directly 

Chaz Churchwell: you're fighting for attention. 

Peter Goldstein: Yeah, it's a noisy world out there, and that's the other fallacy that these companies get public and they think automatically they're gonna have buyers of their stock.

You have to look at it like any other marketing program. If you're bringing your widget to market, you have a marketing plan you have to have the same thing for your stock. You need to have a well thought, planned. Executed. And that's why I say I'm a fan of all. I think you need p pr, I think you need ir, you need traditional routes.

I would also say that the CEO would be best advised to build his own personal brand. You're doing it. I'm doing it. Many of the cohorts and our colleagues are doing it because people wanna invest and buy with people that they understand that they like, that they trust. 

Chaz Churchwell: Man, that's so good.

And that's so true. And it's. It's one of those things to where a lot of people they just want to stay private. These CEOs, they're like, we want our company public, but we want to stay private. We don't wanna put ourselves out there. But to your point, these CEOs are ambassadors. You are the face of your company in so many ways.

Like you don't, I, I don't know any other executive at Tesla. But I know Elon, I don't know any other executive at Meta, but I know Zuckerberg, it's like these guys have created a brand for themself. And whenever you go public, you have 6,500 competitors on NASDAQ and Nice C 6,500 competitors that are vying for the affection of every single shareholder.

And. If you want that affection, if you want those purChazes of your shares, you have to put yourself out there if you want to do it with excellence. 'cause just hitting numbers. I don't know about you, man. I see so many CFOs and CEOs to where they're like scratching their head. They're like, man, we just crush it in our sales.

We, we cut overhead by 30%. Like we, we cleared out all of our debts. Why are we still not crushing it? And they just, they're like, we don't get it. 

Peter Goldstein: Visibility and awareness. Chaz, right? It's it's a great topic and I think that's part of the post listing execution strategy, 

Chaz Churchwell: which is a great thing for people to be able to connect with you about once they're public also, and that's something that you're able to help them with.

Guys, make sure if you if you haven't already hit pause, do so right now before you finish this video and move into something else. Go over to LinkedIn, connect with Peter and follow what he's doing with exchange listing. See what he's doing with Ms. Acquisition Corp, if that's something that's gonna be a fit for you to look into.

But I would say he is a guy who has a really solid recipe. It's one thing to read the book, but even when you read the book, you're always left with questions. He's the guy who literally wrote it. You want him in your corner. So with that, Peter, I'm gonna ask one final question for you, and this one's personal in nature.

I I like to try to let, 'cause you talked about earlier, people love to do business with people that they like. And so I wanna let people know you. So I'd love to ask for you. Out of everywhere, you said that you visited all these international exchanges and you mentioned. That your, like that your name is Hebrew for the name of your company.

Obviously Goldstein Jewish. You've got just such this very robust culture about who you are. That's beautiful. I wanna let people know, like out of everywhere in the world that you have visited. What would you say is the top exchange, not business wise, but but stretch beyond business?

Maybe it was the culture, maybe it was the art of the building or the people that you engaged with or something of that nature. Let's go beyond dollars and cents and tell me something that really just captivated you about one other exchange and why. 

Peter Goldstein: Love it. Cha. Yeah you're putting me on the hot seat here.

So the, here's the one that jumps out. Bruge, Brussels. Okay. I was traveling from France to through Brussels. I stopped in a Brussels and there were two exchanges there. One was the exchange, which is closed. They actually turned it into a beer museum. So that's just fun, right? You can go actually to the old exchange and go have a beer, and it's beers around the world.

But the one that was even more interesting was in the city of Bruge, which is this tiny, like almost medieval. Like something out of a movie this small little city and there was what they actually believed to be the first informal stock exchange and it's a small inn. It's still there. And the inn was that where people throughout Europe would come and they would trade promissory notes.

That was the beginning of trading of what you would now see has evolved into common stock. And securities. And so it's this small three story inn in the middle of this little medieval city that actually now is turned into, it's no longer active obviously. The Euro next controls almost all of the trading throughout, throughout Europe.

And so that was just a very unexpected. Unique partaking of the culture and the growth and the evolution from the first, let's call it formalized trading all the way up through a formal stock exchange. 

Chaz Churchwell: Yeah, I love that. That's so cool. That's so cool. The genesis of it all. I like that. Hey everybody again.

My name is Chaz with Churchwell Insurance Agency, your host of the DESPAC Podcast, and I am here with Peter Goldstein of Exchange Listing and NS Acquisition Corp with with the two of us, we just wanna say thank you so much for sharing time with us. If you haven't already, follow our channel. Follow MS acquisition Corp.

Follow exchange listing. Follow Peter and just go ahead, pour into the ecosystem and start diving in because it could just be that MS. Acquisition Court is the next SPAC that your private company does a deal with. Blessings to everyone. Thanks so much, Peter. Thank you. 

Peter Goldstein: Cheers, CHES.