Why 90% of SPACs Are Formed in the Cayman Islands (And What Targets Must Know)

Chaz Churchwell: What's going on everybody? This is Chaz with Churchwell Insurance Agency, your host of the DESPAC podcast, and I'm fired up about today. So today we went international. We've got the Alley Lowe from Applebee over in the Cayman Islands. So if you're familiar with the fact that a lot of SPACs, they have a tendency to get formed in Cayman.

For a myriad of reasons. And you'll find that a lot of count, a lot of companies that are foreign issuers, maybe they're international, they tend to form over in Cayman as well. There's just this beautiful international exposure that Ali brings and here's what's. Phenomenal about her. Not only is she originally Canadian, but the fact that she was trained by the top law firms in Canada then said she's sick of the snow, moved down to Grand Cayman and has become over the past several years, the preeminent came in council that SPACs go to because of the fact that bottom line, she's the hardest working woman in Grand Cayman.

That's the reputation that she has. So if you're going to ever need to engage with somebody, not only is she brilliant, but she also hustles like there's no tomorrow. Allie, thanks so much for having you on. You're amazing and I'm glad you're here. 

Alexandra Low: Thank you so much Has, I'm really looking forward to this.

I think it's gonna be a lot of fun. Happy to shed some light on the Cayman Islands and the work we do here, especially on the SPAC IPO and the DESPAC side. And the type of work that you do is incredibly interesting and fascinating. So happy to also speak on that and really look forward to this.

It's gonna be a lot of fun. 

Chaz Churchwell: I love it. I love it. Okay, so starting off, I'm gonna ask a question. Just I'm gonna ask an ally question because people love doing business with people that they like. It's easy, it's like a layup. Why because I assume it's getting away from cold and snow that you moved to Grand Cayman.

That's what I threw out there. But what's the real deal? Is it that simple or was there something else? And then how did you do that? How did you pull it off? 

Alexandra Low: It's a great question. I think it was just timing wise. I had been in basically m and a capital markets. For a period of time I worked at Stikeman Elliott and Goodman's.

Before that I worked for a business lobby firm. Studied London School of Economics. So I had always been basically, and I would say like colder climates, had never ventured into the warmer temperatures, was looking to make a change. I love what I did, but exactly what you said. I needed warmer temperatures.

I think that was one of the main reasons. And I was really fascinated also though by the international appeal that Cayman has, I didn't think I quite understood, for example, the number of companies that get incorporated on a day-to-day basis. The international scope, but also the relationships that you build with, we call it like onshore council.

So I would say the majority of all of my clients. Are all through basically US council. So I work with a lot of teams and companies based out of Houston, based out of so all over Texas, California, New York. As well as a lot of other jurisdictions, but primarily in the us. So it was I think once I made that first step, it really became like a no-brainer.

And I love working with fast-paced teams and it's interesting, the work is incredibly interesting 'cause you work on, aspects of deals. Maybe you're not leading the deal, but you're helping execute and getting it over the finish line. 

Chaz Churchwell: I love it. And just like you, I love the beach, love the ocean.

I'm sporting my nautical sailing shirt just for you today for our show. So I appreciate that. Let's dive into what you're seeing right now as Cayman Council again, the prevailing place for SPACs to get formed. What are you seeing in the SPAC landscape? That is directly relevant that these DESPAC potential targets are needing to know about?

What's relevant for them that you see? 

Alexandra Low: I think it's a great question. I would say the, like the top three aspects that you wanna focus on is one where the term of the SPAC is. So is it going to be looking for a term extension? We're looking at a lot of those. A lot of the clients that I represent on the SPAC side.

Are going to be extending. They haven't found a tar a target yet, so you wanna also make yourself as a target attractive. You wanna understand the market that you are in. You wanna understand where your value at is. Why does a SPAC wanna be able to merge with you? And so you wanna also understand the marketplace.

So we're also working, not only, for example, like in nuclear, or we're looking at, AI and digital. We're looking at all these different types of marketplaces, and certain ones are going to have more of an attractive space. And you've gotta look at, if you are a target and you're a private company, you wanna go public.

You want to be able to make yourself visible. You wanna look at management teams and say, would I be able to build a relationship with these individuals? Yeah. Am I attractive target for them? And so I think one is the term. You wanna look at where the SPAC is if you know that's a management team that you are keen to be able to meet.

Another is, sponsors are switching. So let's say that the sponsor, the management team, they haven't been able to find a target yet. They don't wanna rush. They just realize that this isn't the right space for them right now, or this isn't the right timing. Then another sponsor team is going to buy them over.

You wanna make sure, have you built a relationship with these sponsors? Do you know them? And again, back into like why are you a valuable target and like what sets you apart in that specific marketplace? From other targets. And so I think those are basically the two. And then the third, you wanna look at if you're a foreign target, and then look at the structuring of that.

So most of these facts are now, I would say over 90%. As of right now though, I mean there are still SPACs in the marketplace, for example, that aren't incorporated. But where's the jurisdiction of incorporation and how does that structuring work? So there's a lot of creative closing mechanics. There's also re domicile.

So looking at, if you are a target, how is that tax structuring gonna work? And so you wanna also make sure that you've got the right advisors. A lot of this, and I'll just end with this quickly, is that you wanna make sure that. You are connected in the right space. Have you met with the SPACs advisors?

Do you know who they are? Do you know who the underwriters are? Yeah. Do you know? For example, not only like on the underwriter side, but the law firms. So you wanna make sure that you are having the right conversations with the right people, because sometimes it's just visibility. They don't even know you're there.

Chaz Churchwell: That's so true. There's two things you said in there that I feel are really gold. Number one is the component of visibility. And number two, really being the idea of, you talked about something being in vogue essentially, right? I feel like a lot of times targets, and this is something I think we saw just recently, you saw life science, which for the longest time has been the darling, right?

Like it's been, pharmaceuticals can't lose. They get insane valuations. People dump millions upon millions, and all of the sudden, in the past two years. Things have dried up for them, and they're like, what do you mean you want to give us a third of what we were getting in valuation? We just raised money two years ago at this price.

You only want to give us this. And they're wanting to say no, but yet they're running outta cash and they're confused and they don't understand. And because everything was shifting over to crypto and shifting over to ai. And now it was like Ev was, had its moment with DESPACs and now they're really struggling and they're no longer in vogue.

And it's it's kinda that's the deal that people a lot of times are saying they don't want to do. And, so I think it's so important to know, and the only way you're really gonna know is by putting yourself out there. And so once you put yourself out there and you start really getting in front of the marketplace, you start being able to figure out, okay, this is what it's gonna be, this is what it's gonna look like for us.

We don't like where the market is right now, so we either just need to, if able, stay private, not take money. And continue just building our company as it is right now. Or you have to say if you're in a position where you either really, you have a vision, a trajectory, and you want to go public, need to go public, you need to understand that the valuations aren't where they are or are where they are.

And you can't move the market as the company. The market's gonna move based on returns. And it's like money is agnostic, right? It is industry agnostic and it's where yeah. And, 

Alexandra Low: and I think something that you mentioned, like to add onto that is important because you wanna know like where the bargaining power is to who holds all the Trump cards.

Yeah. And it's not only, for example, it's not, you can't really look at a SPAC and say that they're desperate because they're not, they can decide to liquidate, they have that option. Or the sponsor can change management teams like there are. Certain, there are opportunities out there where the SPAC doesn't have to find a target, and some management teams would decide and have the option to do that, is to decide not to find a target because A, it's not the right market.

B, they haven't found the right target. And as you say, the valuations aren't right. So you wanna make sure that when you are, either in negotiations. Or that you're speaking, each time, for example, you are gonna be speaking to a potential management team or whatnot, you have to understand that they can also pull out.

So once you sign, the letter of intent or the LOI it's not something that they're not acting in desperation. That's just what I wanna add.

Chaz Churchwell: So true. So true. Okay, so let's step forward from that and let's talk about the kind of. The process. You're a target that's doing a deal with a CA informeDESPAC.

What does that process look like from your side of the table as far as things moving forward towards the goalpost and them getting the deal done to where they need to be cognizant of? 

Alexandra Low: Yeah, it's a great question because it's, there's a lot of, again, like there's a lot of aspects.

I'll like touch on two, or, sorry, three or four of them. But the first one is you're gonna enter into the negotiation phase. You're gonna sign, a letter of intent. So once you've got into that stage, you're gonna have your advisors. Now, not sometimes, for example, there is gonna be only one Cayman Council.

There's always going to be two councils. One representing yourself, the target. Then another representing the spac. There's also sometimes like another council representing a special committee, or there's gonna be another council representing certain individuals. So there are gonna be different.

And when I say council, law firms. There's gonna be different advisors. You also have underwriters, and then you have transfer agents. There's a lot of, auditors yourself. You've got insurance. So there's a lot of advisors a part of this. So a, you wanna make sure that you've selected the right advisors, you're comfortable with them.

So you know, you've signed this agreement, you've entered into the negotiation phase. Then let's say if that progresses from there, then you're gonna have to enter into a business combination agreement. So you worked through the different provisions, the earnouts. For example, you've got the structuring. So is this going to be, for example, is the target going to have a dropdown merger sub if it's a foreign entity?

Then likely it's going to because of tax structuring. So that's like another aspect that you wanna be able to involve your advisors with on the tax structuring side. And then likely the SPAC will also have that. And then you also have to decide and this is the advisors obviously deciding this, but which entity is going to be the listed entity and how is the ownership gonna work in that?

And so that's another facet of it on the US Exchange usually, or it's going to be a different exchange. So how is that listed entity and who that listed entity is going to be on which side? And then you've also got, so after all of. The structuring and so forth, and you've decided on the various provisions.

It's a pretty set structure, like once you've signed the BCA and once that gets underway, usually that's pretty quick. If both parties wanna be able to sign and wanna get this across the line and they've, ironed out all the necessary points, the boards have decided that this is. The agreement that they wanna enter into, they wanna progress this.

Then you've got the public side of things. So you've got the registration statement, you've got filing, under the securities act as well as under the exchange, a numerous amount of filings that you have to make sure that are complete. So I would say. Again, just stepping back. So one is making sure you've got negotiation LOI.

Then you've got signing of the B, c, A. Then you've got your on the public side. So actually going through, once the announcement has happened, once, going through the registration statement and then you've got, which is what your advisors are gonna help with, is all the stepping stones to that. And that's where everything is really important because for example, if it's a foreign company.

One of our, as an example, one of our clients ended up being, so it's. Pac, but the target is an Italian company, and so in that essence is that you have to work with the Italian government and get special approval. That can take a long time, so you have to think, okay, if I want to, I wanna close this out in a year.

I wanna close this out in, a year and a half working backwards because you wanna make sure that you don't leave it too long. Like you wanna make sure that the market is still knows that you're there, knows that you're closing. And that's why it's usually a huge push for closing when that happens.

And you've got all the filings, you've done, all of that, with the exchange and so forth. And you're gonna hold your shareholders meeting because the shareholders have to vote. For a Cayman company, so they have to vote on the B, c, A, they have to vote. Then on however it's going to be structured.

So whether the entity is, the SPAC is gonna be the publicly listed company, or it's going to be the target entity or how that structuring is gonna work. So once all of those approvals are done, you just have to make sure that you've also got all the closing and all of those like. Sometimes it's just it's getting also enough like the money for closing as well.

So there's a lot of different facets that have to happen, but I think timing is really important and that really leads then to the having the right advisors. 

Chaz Churchwell: Allie, time is everything on this, right? It's the, you got two years as it is, and then if you file an extension targets if you're a private company watching this, you may or may not know if a SPAC has to file an extension.

That's like a million dollars ish, right? It's like an extra million dollars for them to pick up an extra six months and so time. Is of the essence for them. And so there are people that are aware if you want to get in there and you want to slow play this thing, then it's and you want to needle every little detail.

Then at the end of the day, you're somebody that's going to be perceived as less valuable because of the fact that there is an immense amount of money on the backside of this. That's trying to get the deal done. Now, does it mean that you don't do proper due diligence? No. But if you're gonna be an entity that is either going to throw up roadblocks or present massive obstacles, then that's something that's not attractive.

And Allie I love that you put this out there because there's a lot of times that these companies, if they're a, if they're a foreign entity, that they're now gonna be in a position to where they're trying to do a deal with a spac and there could be these different hurdles that present themselves.

Is there a way to fast track this? Sometimes? 

Alexandra Low: It's a really good question. Like I bring it back to the advisors. You have to have the right advisors. You have to also have, individuals that are experienced because there are roadblocks like the spac. Each time you're delaying a closing or each time you know, you're delaying timing to a closing, that's money, that's expense.

And so I think being a target and private company, as long as both parties have. The same mindset that they wanna close, they wanna execute this because, I have been in many situations and I would say some in the last six months where some of the discussions got heated and you have the target company, and especially being a foreign jurisdiction, we had to create a lot of other entities in different jurisdictions and they all had to close on the same day.

And they had to put themselves in a position where executing and closing out was paramount, but they all had to come together. Yeah. So I think you have to have the right mindset and you have to be in a position to, if you do have any questions, you need to usually ask those at the outset.

And even if you do have them going forward, try and consolidate, but have. Have in mind that you want to all come to the same ending point, which is getting the deal done. 

Chaz Churchwell: Yeah. 

Alexandra Low: I think that if you have that where you're like, no matter what, I'm gonna get this deal done. I think that's important.

There, there are parties though that pull out and it happens and it doesn't close. And you never wanna be in a position where you say to yourself like, I can't close this out. So that's not right. But you also wanna be mindful that there's, a lot of other people, a lot of other teams involved in this in, in getting like a business combination in getting, you know, a DESPAC across the line, especially in foreign jurisdiction.

So I think doing your research is really important and looking, actually one thing I would say is looking at previous. Transactions that have done this. And how did they do that? Because everything is public. Like a lot of all of this is public. And so you wanna look through and go through the timeline and how did they do it?

How did they excel? How can I put myself in a position to excel? 

Chaz Churchwell: Yeah, I like that. I like that. Yeah. So talk to me about what do you see, because obviously there is a, there, there is a tendency to where. A liability component from the SPAC can end up being intrinsically woven into the go forward company, right?

So traditionally speaking, if one gets sued, the other one is gonna get sued in tandem post combination. 

Alexandra Low: You said its forth, its obligations. Yeah. 

Chaz Churchwell: Yeah. And it's 

Alexandra Low: those obligations. Yeah. 

Chaz Churchwell: So unpack that a little bit because I feel like a lot of times people don't understand that, like for me, as the d and o guy Yeah, I get it.

Makes sense. But can you put it in layman terms to where these private companies, whether they're foreign, whether they're domestic, what does that look like for them? 

Alexandra Low: Yeah, I think the indemnity provisions, like not only first, okay, so first of all, you wanna look at the articles, you wanna look at the charter as, as as we could call, it's not a Cayman term, but you look at the charter of the spac.

Then for example, the target for so whomever is going to, now this also depends though, so let's say the Cayman entity. Or if it's going to be, not the Cayman spac, but another Cayman entity that's going to be the publicly listed company, um, post DESPAC. So, because it also could be a target, like the target entity could have be in a jurisdiction that's not Cayman, and so then it's gonna have to follow whatever those bylaws, whatever that charter is.

But the indemnification provisions are with respect to that jurisdiction, so those laws as well as those documents. So the charter documents, the bylaws, and so you have to look at what those indemnification provisions are, and you have to look to see, is that. I think a point to note is do you as a director or officer of that publicly listed company, will you have to go and sign on and have your own insurance?

Or is the insurance, are you gonna be indemnified with respect to the previous DNO insurance or will there be new DNO insurance? And then you also have to, so that's number one. But then also you have to look at what? I would say like in terms of the jurisdiction, the charter and the laws and where your protection is.

So in Cayman there is protection. You are indemnified as a director and officer as well as the management teams to the threshold possible under Cayman Islands laws. So to the extent possible under Cayman Islands law, but it's not with respect to. If it's actual fraud, willful neglect or will willful default, then you are not going to be covered.

And so there is certain exculpatory language that's that's in the charter as well, just under Cayman Island law if the entity is going to be public. And I think one of the things that is really important is to have the right advisor. Because, you would be surprised, but there's a lot of issues that do happen post DESPAC and so as a director and officer, just part of the management team, you just wanna know what type of coverage you have.

And I think just be aware and knowledgeable of that. And and I'm happy to, speak to anything further on that point, but I think it's really important to, for you, yourself, to know how you are covered. 

Chaz Churchwell: I'll say this. I saw this jewelry store one time that actually it was very interesting.

They had a Bible verse that said, if you don't know jewels, know your jeweler. And that always stuck with me. I don't remember like where it is or anything in the book, but but it was this idea of you need to make sure that you know your counsel. You need to make sure that you know your.

Your people that you are in relationship with that are wrapped around you, can you genuinely trust your advisors, have your best interests at heart? And I think that is so important and clutch that you bring that to light. One thing additionally that I would mention in there that I think it's that it's key and of note is that there's really.

Two key paths forward. Speaking to the d and o program the d and o insurance component. So when you're looking at d and o, there's really two key paths forward out of the DESPAC. So the SPAC team, they can purchase a six year tail policy, and then that six year tail policy would carry them forward, protect them, indemnify them as appropriate.

And then simultaneously, the Go Forward company has their own DNO program. Protecting them, indemnifying them, caring for them. But then alternatively, if you're dealing with and in most cases, at least for domestic companies. You'll find that there's, things get a little more dicey on some of the international ones, but for domestic companies, at least in the United States if you do a deal with a even if it's a Cayman company, if you do a Tam Cayman spac, if you do a deal with a US target, that target can carry the SPAC as an additional insured.

On their go forward policy, and therefore you just pick up a bigger limit of coverage that supports both of those entities since they're now gonna be drinking from the same trough. And a lot of times there's some value and benefit to it. 'cause it could be that you have. The SPAC that you have to pay their entire tail policy, and now you have to pay the entire policy of the Go Forward company on their d and o program.

We've seen historically that could be like a million bucks between the two combined, but you put the two together on one, and then you do a premium finance to where now you're only paying like 20% and it ends up being ultimately cheaper upfront on the capital outlay. And we find that a lot of these targets are loving it because instead of spending a million bucks on their d and o for both of the entities going forward, they can now all of a sudden drop.

Maybe they drop $200,000 right up front and then they make 10 monthly payments so they can keep more of their capital working hard, and then they can just make these incremental payments and it ultimately scales of economy comes out a little bit better in pricing. Yeah, 

Alexandra Low: it's a really good point to note.

These are all aspects that I think is like a target company. You're just not, you don't know until you've gone through the process once. So as much information. That can be provided to you at the outset, I think is really valuable. 

Chaz Churchwell: Yeah, so true. Okay. 

Alexandra Low: Yeah. 

Chaz Churchwell: So let's talk about this from a Cayman Council standpoint.

Yeah. What is it that go forward targets, what is two clutch things that if they are going to be looking at setting up an a Cayman entity for them. What is two things that they might need to know that they have a given consideration to? 'cause it's something that, 'cause they're already a foreign entity.

Yeah. And now they're trying to figure out where do we want to form to be this public company? They want to be Cayman. What's a couple of things they need to know other than just the fact that they need to call Ali? 

Alexandra Low: This is actually really, again, another great question. But. I had this exact question because one of the target entities had to that on the deal that we're on, so they had to form a Cayman company and the Ital, it was Italian company.

So they're like, yeah, we've never dealt with Cayman before. What do I need to know? Because not only that is that this entity actually continued in existence. So I think there's. There's a few things. So number one is you want to, again, going back, what provisions do they want in their articles? So we have like twofold.

So we'll have provisions for just a private company. It's not gonna go public, but it's gonna maintain in Canada, so sorry, in Cayman Island. So you wanna make sure, is it going to be like, what are the provisions for the directors? What are the provisions for the officers? Very simple things, but it's incredible.

But it does become actually really important going forward, is you wanna make the articles flexible. So that's the charter again, so that tho these are the governing provisions of the company. 

Chaz Churchwell: Yeah. 

Alexandra Low: And this is actually relevant even on the public side, but a little bit less so because the public is going to be, it's gonna be governed also by, securities laws in the US if you're gonna be a US listed company or that particular jurisdiction.

And so you wanna look at how often do you have to set a meeting? Do you wanna set meetings, what are gonna be, how can shareholders bring forth Another provision is how can shareholders bring forth if they want to? How do they bring forth? I would say certain proposals to get voted on.

There's also other governing, do you want your board set up as being flexible in terms of how, what are the decision making powers of the board? Is it going to be, x number of directors? Is it going to be flexible in terms of the number of directors? And then you can go into more, much more complex in terms of.

D Ventures or you're gonna be issuing debt and so forth. And so you can go into those kind of like more, I would say like complex issues. But in general you wanna look at power mount is gonna be like the governance of it. And so that would be number one. And then also you wanna see is that how in, for example, liquidation, that's another winding up of the company that's really important.

And so once you've got the charter, like you, you've got, I would say like you wanna give your list of, I would say, certain provisions, certain things that you wanna make sure that are included in those articles, or at least ask the questions. It's not impossible to amend and restate, but it can also be a little bit burdensome.

So it's nice to have it at the beginning. And then I would look to see is how fast you can incorporate the entity. That's usually an important aspect. Because in a lot of these deals you need to incorporate them quickly and so you wanna make sure. Do you have the right director? 'cause you always have to have an initial director from a corporation.

And is that the right person? Because that also is like another important facet. And does that person know what their responsibility is going forward? And so sometimes you wanna be able to explain to them fiduciary duty, sitting on a board, or you wanna be able to explain to them how they make decisions.

I have lots of conversations with boards, a lot of them, not so much familiar with Cayman aspects and laws and regulations. And so you wanna make sure that the individual who is going to be that initial director, more than one director knows what their what their responsibility is. And then also how do you maintain a company in Cayman?

So is there we get asked this all the time, like compliance regulation, what do we have to pay? What are the annual fees every year? Sometimes Cayman can be a bit more of an expensive jurisdiction than other jurisdictions, so you wanna make sure all of this information is set out at the outset.

And so none of this private company. This target that is setting up either a public company or an entity that's going to be a public company or it's gonna stay private. All of these conversations are really important to be had at the outset. 'cause you just don't want anything that comes up that they weren't familiar or they didn't know.

But I would say a lot of it hinges on the governance aspects. 

Chaz Churchwell: Yeah I agree with that. In fact, I don't know if you ever saw this or not, but it's also important to make sure that you have, if they're gonna line item out, what what different parts are of their articles of association and Cayman AKA, the charter that they should make sure that they are uniform and the definition of what a director and officer is.

Because I don't know if you saw, but I guess it was maybe a year and a half ago, uns. Huge software company. They ended up in a situation to where Unisys tried to sue two of their former VPs who had left, and those former VPs filed on the Unisys d and o insurance. And they were like, what are you doing?

You're not a director or officer? And they were like, you might wanna check your charter because by your definition, every vice president of your company. Is constituted as an officer. And so by that time, I think Unisys had 2,400 VPs in their company and they were like, holy crap, we need to change our charter.

And it was like this mind blowing moment to them. 

Alexandra Low: It's actually, this is a really good question because we don't always get provided with all the documents, but in one case, usually in, in the larger transactions we do, and whenever. An indemnity agreement has to be reviewed.

Exactly what you said. 'cause this came up, I think it was about over a month ago, but the definition had to align with the articles of director and officer because if it doesn't, what is then covered? Yeah. And so that is actually really important. And although it's might seem small, it actually does get larger because what happens is that it doesn't align.

And then you've got an agreement that has been executed that actually doesn't align with what the governance provisions are. 

Chaz Churchwell: Yeah. 

Alexandra Low: And what and what their coverage is. Okay. And what the company has signed up to. 

Chaz Churchwell: So let me ask you this. I'm gonna switch, I'm gonna switch gears real fast. I want to go back to, I want to ask you a personal question.

This is something I geeked out on real fast. I don't know. Did you know that you live on top of a mountain? No, did you didn't know this. So apparently Grand Cayman is the peak of a 26,000 foot tall underwater mountain. 

Alexandra Low: Wow. That's, I had no idea. That's really embarrassing because I did not know that.

Chaz Churchwell: So you live on a massive mountain that's taller than K two. It's huge. 

Alexandra Low: How did we find, that's really interesting. I had no idea. I. 

Chaz Churchwell: I don't even remember. I just remember looking at it. 'cause you know that I'm coming to visit, came in here in a few months with my family.

Yeah. And so it was this crazy thing to where I was looking at it on Google Maps and like looking around the area and whenever you look at it on Google Maps, that there's like this mountain that's there. And I was like, it came in on a mountain and then you look and you see it's like this massive underwater mountain.

Alexandra Low: That's amazing. I just think it's flat. I had no idea. I wouldn't say that Cayman is I mean it's an incredible place to visit. It's a smaller island, but it's just flat. Turquoise water. But you would've never had that if you hadn't have told me. And I don't think unless somebody had told me or I had read it, I wouldn't have known at all because it's not mountainous at all.

That's, I get it. Interesting. 

Chaz Churchwell: Okay, 

Alexandra Low: I didn't know that. 

Chaz Churchwell: So for as somebody who is a local beach or boat,

Alexandra Low: oh, that's a tough one. I would say Beach. Beach. But that's just my preference. However, I would think the boating is probably some it's incredible. It's beautiful because you can also go to the different islands, so there's a lot of exploring to do. Yeah. It's cord. Yeah. Okay. But I would say 

Chaz Churchwell: now I, and I know as somebody who goes to The Bahamas a lot, I know that kind of the delicacy there is conk.

So what is the go-to delicacy that is that is Cayman. 

Alexandra Low: I would say that's, yeah, it is. It is. It's quite well known here in Cayman. I would say fresh fish is fantastic, I think. But I would say that, yeah, that's what I would say. That's definitely what Cayman is known for, but also it's just.

It's like when you're, aside from the food side of things, like when you're swimming, you're not really there's nothing in the water that's gonna attack you. You don't have to be concerned about anything in Cayman. It's very docile and that it, that's a lovely it's a charming. It's a charming part of Cayman that I think you're just seeing beautiful turquoise sometimes if you see, a smaller shark come by hardly.

But it's beautiful and I think that there's also a lot of deep sea. There is diving. And I think that but it is just, it's natural habitat. 

Chaz Churchwell: That's awesome. I love that. Yeah, I love that. Okay. You 

Alexandra Low: have a great time. You'll have a great time. 

Chaz Churchwell: Okay, so in closing, 

Alexandra Low: yes, 

Chaz Churchwell: let's tell me what else, anything else that maybe we haven't talked about that a private company looking to go public needs to know and hear from a Cayman attorney.

Alexandra Low: I don't know if this is so much a value add from a Cayman aspect, but I think it's important because it all comes together is make sure that you make yourself, and I know I said this before, but make sure you make yourself visible. Make sure that you have the right conversations. Make sure that you are going to the right conferences.

Make sure that you are being put in front like. You have no idea, but you could be speaking with someone, for example, a New York lawyer that you know, they know of as spac. There's a lot of, just in meeting people, you wanna make sure because you have to work it. It's all based on relationships.

Like success is based on relationships. And you do work with people that you like, you do, and you work with people who are smart and you're gonna execute and you're gonna get deals done. This is also a time, like this is probably one of the best times in capital markets. Look what's happening right now.

It's a great, it's also a really good time in terms of m and a activity. A lot, although some markets are saturated, it's a really good time and so you are gonna get really good deals. There's also new individuals coming in the market, new management teams that haven't done this back before, but are also incredibly smart and bright, and you wanna make sure that you get in front of them.

You wanna make sure that you're in the right, the, you meet the right people also in the right marketplace, because that has to add up. You have to be able, if you're in a specific sector, you wanna meet the management team that is gonna take you public and that's a right fit. 

Chaz Churchwell: Yeah. 

Alexandra Low: Although it might not be, you know this is a Cayman side, I would say that whenever you work with really smart people, you're gonna get a really good deal.

So you wanna make sure that you put yourself in those positions. And then lastly, I would say on the Cayman aspect, make sure you're familiar and you work with really good firms, because on the SPAC side, over 90% of companies are now all incorporated in Cayman on the SPAC side from a lot of other reasons, whether it's excise tax, whether it's litigation issues, some in Delaware.

The prominent jurisdiction is Cayman, so you wanna make sure that, even if you call someone up, but you have relationships. And so if you do have a question, you can go ahead and call them because I think that is really important. 

Chaz Churchwell: So all of that is phenomenal. In fact, I would say real quick I wanna make sure everybody knows.

Allie Lowe. She's with Applebee Global, so you want to find her on LinkedIn. Follow her, connect with her. I know that she would love to connect with you if you're a company considering going public. In fact, if you're actually wanting to please. Take a moment right now. Hit the follow button, hit the subscribe button so you can connect with us.

Keep seeing content like what we're producing right here. And I tell you all of that because it's all about visibility and we wanna make sure we keep getting in front of you so you can keep getting this knowledge. Just like Allie was talking about, the idea of being visible. If you are somebody who's considering going public and you're thinking about doing a spac.

Connect with us. We would absolutely love to hear from you. Yeah. Like we, because the truth of the matter is Allie knows probably about a hundreDESPACs that she could connect you with. Same here. And it's one of those things where it's about finding the right chemistry, right opportunity, right team in the right moment.

And that moment's always changing. And so please don't hesitate. Reach out and connect and if you want to talk about trying to get into some conferences and trying to get that exposure there. Please don't hesitate. Reach out. I'm super dialed in, in that ecosystem and would be thrilled for the opportunity to to help you out there.

So again, my name is Chaz with Churchwell Insurance, your host of the DESPAC podcast here with Ali Lowe from Applebee. Thanks so much for coming with us today on this journey.