Why DESPAC Votes Fail: A Proxy Solicitor's Playbook with Desiree Carlo

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What's going on everybody? It's Chaz, your host of The DESPAC Podcast. I am fired up. I'm fired up for a few reasons. Number one, I am here with the amazing Desiree Carlo from Laurel Hill Advisory, but we are literally a day removed from the SPAC conference. It was epic. There was so much energy in the room. It's the… I, I think it was probably the most well-attended that I've ever seen it. What do you think? Yes, uh, it's definitely the most I've ever seen. Uh, that was my third year going. I have heard about the epic, uh, 2021 year which, uh, it… Of course we, we haven't reached those heights yet, but, uh, but this is… We're getting back up there. Uh- Yeah … this was many more, uh, at least 25 to 30 more sponsors than I've ever seen. I've never seen it even go on to the other, you know, the whole left side where, Chaz, you and I were, uh, where our, where our, uh, booths were. Never even seen it go over to that side. So it really- Me too was so many new sponsors, so many- Yeah … new, uh, uh, people that I've met of all different, uh, uh, parts of the SPAC ecosystem. It was very interesting. Yeah. And, and you've been in the ecosystem or around the ecosystem for quite some time. Why don't you actually tell people just a little bit about you, other than the fact that you graced me with your presence by literally sitting up at the table right next to mine, surprisingly- because we already had this scheduled for a while now, but, like, I had the privilege of being right next to you with my table and yours. Um, tell everybody a little bit about you, your background and Laurel Hill. So I actually started my career on the transfer agent side, and spent about 16 years really learning the business inside and out. Uh, I worked for a smaller firm, and what's great about working for a smaller firm is that you're not siloed in one department and only knowing that department. You really get exposure to everything. Yeah. I was involved with everything from routine transfers to more complex reorganizations involving DTC and the exchanges in FINRA. I also handled restriction removals, loss certificates, uh, spent a lot of time, um, uh, identifying and following up on potential red flags. Uh, the experience really gave me a practical hands-on understanding of how the industry works from both an operational and regulatory perspective. Uh, even at one point, I was involved in supporting a joint SEC FBI case where I had to provide testimony relating to a bad actor attorney, uh, which really reinforced how important diligence and accountability and, you know, making sure you are always looking at and looking into the red flags. So then over time, I actually purchased the transfer agent and ran it for a number of years before ultimately, uh, uh, leading to a sale. So I've really seen the process from every angle. Uh, so, um, and of, of course, as a transfer agent, you're also involved in the proxy work, the annual meetings, so it was a, a good fit coming over to Laurel Hill. So now I'm the senior vice president of Laurel Hill, and I head the SPAC department. Uh, at Laurel Hill, we focus on… Well, I focus on running the full SPAC and DESPAC campaigns. Uh, we drive shareholder engagement, managing the vote, helping clients reduce redemptions and achieve successful outcomes. Uh, at Laurel Hill, we also help companies communicate with their shareholders, get the votes across the finish line, whether it's a merger, DESPAC, proxy contest, annual meeting. Uh, we really take a st- a strategic approach and combine shareholder intelligence and proxy solicitation with investor outreach and governance and activism advisory. But I would say that the real value is how we connect all those pieces using real time investor insight, uh, to shape the strategy and anticipate the outcomes, and position our clients for success for the, when the vote really truly matters. So real quick, uh, thank you for sharing all of that. You, y- you talk about shareholder activism. That's, that's kind of a, a hot thing right now. You, and I know that you've done countless shareholder votes, everything like that. Um, I, I'd love to hear specifically though, could you talk about the shareholder activism that you see?'Cause, because remember, our audience is private companies looking at going public, considering a SPAC to do it. That may be something that they don't have a lot of exposure to. Can you unpack what that is real fast? So when a shareholder is trying to gain enough shares or, uh, put a, uh, shareholder, uh, proposal up for all the shareholders to vote against, whether it's trying to get someone off the board or they're trying to change something substantial with the company, uh, it costs the company a lot of money, uh, if, if they're not prepared for this. So what are, what we do, uh, as we have a, uh, a team that does shareholder identification, and what they do is they're always watching. They, they pull the DTC omnibus reports, and they pull the NOBO lists reports. And now a shareholder activist isn't gonna, they're gonna be a, uh, an objecting beneficial owner, so they're not going to show up on the NOBO list. But we know, uh, what, what custodians will hold those shareholder activists. So we're constantly tracking every week, making sure that we can identify when there is a, an issue, uh, when there is a sh- a shareholder activist on their books before it really hits the fan. Okay. And you just mentioned a couple of reports that obviously y- you rattle them off because it's your every day. Mm-hmm. Um, could you unpack what those are for our listeners? Sure. So the DTC omnibus report, it's- Also called a securities position report. So it'll show all the banks and all the brokers, or what, what their total, what the total number of shares that they hold are, meaning that all the shareholders that they have, when you add it all together, it'll be 100,000 or a million shares. And it'll just show, uh, a listing, and sometimes it's 15, 25, 35 of just the banks and brokers and the total number of shares that they have. Uh, the NOBO list comes from the, um, the main intermediaries, and the intermediaries are Broadridge, Mediant, also known as BetaNext, and, uh, Say Communications, and ProxyTrust. And what they are, what they do are all those custodians will, will work with one of those four. So we put in a NOBO list request, and they will send us the list of all the shareholders that are on The Street, or better known as in the brokerage accounts or in the bank accounts. And so it, it stands for non-objecting beneficial owners, and that basically is anyone that doesn't object to their identity being known, as opposed to the objecting beneficial owners, which w- we will never know because they do object to their identity being known. So, uh, so it's… We're working with, uh, the… W- we're working with a lot of clues, and we have to kind of put it together and find and track the patterns and the trading patterns and what, where, where, uh, the shares are moving to, uh, from on the custodian list. And, uh, and that's how we, you know, figure out if there's something amiss, if there's something that, that the company needs to be preparing for. Mm-hmm. Okay, that's huge. See, like, you literally just popped the hood for our listeners, and, like, 'cause this isn't something that most of these private companies have dealt with, you know? Right. You're, you're not used to the shareholder activism, um, events, and you're not, like, you're not used to even having to pull these lists. Normally, you got maybe two shareholders, 10, 20, maybe at, at most- Mm-hmm… maybe, like, 60 shareholders, and you know them all by name- And you know them all … kind of a thing. Exactly. Right? Mm-hmm. And now it's these randoms that are out there. Um, so I really appreciate you unpacking that. So okay, let's, let's talk about the idea of what is materially different about proxy work. Well, actually, what is proxy work? Let's, let's say that. Let's answer that- Yeah … for our clients. Yeah. And then we'll talk about what's actually materially different about a DESPAC versus a traditional public company matter. Okay, so proxy work is when we do, when we're working towards a shareholder vote. So a lot of things have to happen in order to get there, and it's a, uh, it's a process, and what I'll do is I'll create a timeline for my clients. I'll, I'll tell them each step of the way, and, uh, what I'm doing for each step, and who's responsible for each step, and, um, and why, say, there's a certain amount of days in between each step. So I'll put in the notes, you know, this requi- SEC requires 20 days. You know? Then, uh, so let me, uh, start from the beginning. Uh, at the very beginning, uh, we have to initiate a broker search, which means that we're putting out a notice to all the intermediaries, Broadridge, Mediant, SAG Communications, and, and proxy trusts. We're also gonna let DTC know. We're gonna let your transfer agent know. Everyone's gonna be on this list, on this notice, and we'll, we will tell them, uh, when the record date is, I'll get back to that, um, when the meeting date is, uh, when we expect all the materials to be delivered, how we want them delivered out to the shareholders, all the information that has to do with the, the, um, getting the materials to the shareholders. So we're all planning for a shareholder meeting. What do we have to do to plan for a shareholder meeting? Your attorney will file first, uh, what's called a preliminary proxy statement And it's first putting kind of like a rough draft out there, uh, and filing it with the s- with the SEC, and it will have most of the information that you're going to be telling your shareholders about. Once it's out there, the SEC has 10 days to comment on it, come back to the attorney, say if anything's wrong. Once those 10 calendar days pass, then they can file the definitive proxy statement. That's when I come in and I gather all the, all the intermediaries will come to me, and they'll tell me how many copies of this definitive proxy statement that they'll need. So I get that all together, and your transfer agent will let me know, too. I'll provide that to your printer and tell him all the, all the places to deliver. Then each intermediary will deliver them to your shareholders. When I say… So the shareholders, the intermediaries will deliver them to the beneficial shareholders, or better known as the ones in the brokerage accounts and banks. Some will go to your transfer agent, and they will go to your registered shareholders, or the ones that are held on your tran- held with your transfer agent, not in brokerage accounts yet, yet. So they'll go to everyone, a- along with a proxy card, and the proxy card will have all the proposals that you're putting out to your shareholders and, uh, they'll have a, everyone will have a chance to vote I like it. Okay. I like you, like, breaking down that process. That's so clutch. And you might have to, if you're listening, you might wanna go back and listen to this twice. Mm-hmm. Go back and listen to that part again so you really make sure that you actually understand the nuts and bolts of, of how this is gonna work, because it really is a critical, critical piece of the puzzle. So let's talk real quick about how a DESPAC proxy work is going to be unique versus traditional public company matters down the line. Okay. So, it, well, first of all, uh, a regular… Once you have DESPAC'd and you're a regular public company with your company inside that company, like a real functioning company now- Oh, yeah um, you are only worried about the vote coming in. You're worried about reaching quorum, which is usually 50% plus one share. So you wanna make sure you get enough shares in order for the, the vote to count, and then you want your proposals to pass. Just getting it through over the finish line, that's what you're looking for. We are also watching the redemptions as they're coming in. So shareholders have the, the SPAC shareholders have the choice to redeem their shares at the end. They can vote for the business combination, and then they can redeem their shares, take back their money on the way out. Yep. So which leaves your trust, which can deplete the trust. Yeah. And, and, and that's a real concern. Yeah. A- and a real, and a real issue, especially when, uh, if you're not getting ahead of it, if you're not communicating with those SPAC shareholders and, and, uh, have, um, put, uh, say, lots of, um, energy and communication into it before it gets to this point, you could be looking at 90 to 95% redeeming their shares. This is… So you're basically saying that, what you're telling me is that this is clutch if you wanna have any shot at mitigating your redemptions. Absolutely. Absolutely. So, and that, ladies and gentlemen, is why you're gonna go back and re-listen to everything that she was just saying a little bit ahead of, of this, and play it through again to make sure that you know that you know that you know what this process is that you're gonna go through. And let me, uh, let me say this, by the way I wanna let everybody out there know, like, Desiree is an absolute rock star at what she does. But here's the interesting thing. Desiree is, like, she's coming on here, and this is way out of her wheelhouse. She's a rock star at what she does, but she's not that person that normally is like, "Give me a microphone. Put me on a stage." She's, she's more shy than that. And so I just wanna say, Desiree, thank you. I know this is not your wheelhouse. Yeah. No, it's- You are doing this to be a blessing to the ecosystem and to add value for these other companies that are gonna be going through this journey. And so I wanna honor you and say thank you so much. Because again, if you're listening, guys, this is not, like, this is not fun for her. She's here because she loves you, and she wants to bless you even though, uh, she would absolutely rather not be on camera, not have a microphone by her, and, uh, and not be talking on a platform like this. But, so Desiree, thank you. I really appreciate you stretching yourself, being outside your comfort zone to, to help out our listeners. I appreciate that. Thank you. Absolutely. Okay. So, so we've talked to you about the proxy, how it impacts all of these different things, including redemptions. We've talked about shareholder activism a little bit. Um, I wanna know, looking back, because again, you've been doing this for a hot minute, what do many of the failed DESPAC votes, 'cause we're talking about these votes, what do a lot of the failed ones have in common? So there's a couple, there's a couple reasons. I would say, first, the redemptions are coming in extremely high. Second, uh, you could see that there is, uh, an, an issue right off the bat when they don't have a credible pipe lined up. Third, if ISS recommends against the business combination, that is a definite, uh, problem right there. And fourth, when shareholders not only are redeeming, but they're not, um, reaching out, they're not, they don't have any questions, they're just completely disengaged. So I'll break that down a little. Um- Yeah, please. So, uh, now I'm thinking what was the first one? Um, uh, so I- I, it doesn't have to go, uh, one, uh, in order. I'll just- Order doesn't matter. Yeah. Okay. Order doesn't matter. I have that happen to me all the time, girl. Yeah. You know, it feels to where you're like, "Oh my goodness, I totally just blanked on where I was at." Like, it happens to the best of us. So when the redemptions are coming in fast and high, uh, th- there's a, a clear issue right off the bat. Um, not just… Usually, and I, and I'll explain that a little more. Usually, so the redemption deadline is two business days before the actual meeting, and usually we'll see them trickle in, uh, a day before the deadline, and then blast in on the day of the deadline. Oh. But when they're starting to come in earlier than that, and, um, and, a- and, and in the past I've had, um, SPAC, uh, management ask me to reach out to these, uh, redeeming shareholders and see if they're interested in a non-redemption agreement of some sort. Um, and they won't even get on the phone. They're not interested at all. Um, second would be, uh, when the, when the, uh… So I, I guess that kind of covers both of them. The disengaged, that they're disengaged as well. Um, there's been no communication until now, which now is too late. It has to be all the way through, the communication with the shareholders. Um, when ISS- Can I, can I ask you a question? Mm-hmm. I'm gonna derail you for just one second. Yes. Do you find that there's, that, that there's a kind of a common thread on the ones that like, that just s- tend to just ignore you, blow you off, stay disengaged? It's, you know who the typical like actors are. You reach out to them anyway, but you're like, "Yeah, they're not gonna take the call." It's the, the, the, the funds that show up on every NOBO list, and that's kind of their business model. Their business- Yeah … model is to vote for and get out of there. They're looking for ri- a risk-free, uh, place to park their money. It could be a couple million dollars. They make their interest and they're gone. That's, they were never looking to stay. They were never looking to stay for the DESPAC vo- event, and they were never looking… They're not long-term fundamental, uh, investors at all. Got it. Yeah. And that's why, um, the PIPE is so… Getting a PIPE, getting a, a- Uh, uh, a strong PIPE in place is so critical, uh, because the, the PIPE, the shareholders in the PIPE will give them, um… They'll listen to- they'll know their story, they'll know their projections, they'll know the valuation, and they believe it, and they believe in the company, and they're there for the long term. So that, th- so that was, um, the third… That was, like, we'll go back. That was the, the, uh, one of the four things. And then the other one was, uh, if ISS, um, which is an advi- uh, an advisor to, um, a lot of these funds and institutional advis- uh, uh, institutional investors. If they, um, read the proxy statement, write a report on it, and they give their reason for each proposal, and they're saying they recommend to vote against, and they do it across the board. Lots of inve- uh, institutional investors and funds, they blindly listen to these ISS reports, and you'll see them all come in against, uh, the day after ISS i- issues their report. And that, and in a lot of cases, that's when I'll go to the SPAC, w- they, and t- e- explain, you know, what's going on with the ISS report, give, you know, um, show them what, um, or, or explain why they vote, why they recommend against on each, on each proposal. They go back to their bankers and their lawyers, and they usually change up the proposals. They m- mitigate them because of if not, it's going to fail. So Desiree, okay, tell me this You mentioned the PIPE. I wanna, I wanna talk to you about that real quick because PIPEs have become such a critical part of getting DESPACs done today, right? Um, so I, I'd love if you could say why they've become such a critical part. Um, if you could tell, like, w- tell our listeners, 'cause I mean, these are private companies looking to go in public, right? Like, they may not be familiar with what a PIPE instrument is. Just at a super high view, kinda what is a PIPE, and then just what is it… You mentioned proxies earlier. How are the proxies and the PIPE connected? Okay. So a PIPE is private investment in public equity. So it is a mechanism used to raise capital. Institutional investors buy newly issued stock at a set price, ensuring that newly merged public company has enough cash to operate post-merger, which is so critical for, uh, in, in the middle of a DESPAC or to get through the DESPAC because it provides replacement capital. Replacement capital because there are a lot of redeeming shareholders. Redemptions And they're gonna… They're taking their money with them. Yeah. And it's depleting that trust account. And so you need replacement capital for, to even get through the, uh, the DESPAC. But not only that, it provides confidence to the market, uh, with re- um, um… It, it provides confidence and validation that institutional investors are willing to put their real dollars in, into your deal, and that they believe the valuation and the projections and the post-close governance, and that says a lot to the market. Um- It does … so in the proxy statement that is going to all your shareholders, it's going to be breaking down. It's going to be letting them know about this strong PIPE that you have in place. It's going to be telling them everything about it. It's gonna be saying at what price, uh, the terms, and who is investing in it, and that provides incredible market credibility. And, and- I, I don't know why- … not only that, let's break it down even a little bit more of why it's so important. Okay. When, when, uh, as the, as your shareholders are redeeming, your shareholder count is going lower and lower and lower. Yeah. And that provides a real problem when you're applying to Nasdaq or the New York Stock Exchange because you need a certain amount- amount of sh- round lot shareholders- Round lot holders, yeah yeah, to even be able to get, get, get on, get listed. So with the PIPE, it's bringing all those round lot shareholders with them, and helps, uh, bridge that gap that you already, of, of all the shareholders that you just lost with the, with the redemptions. So it's not just a financing tool or, uh, or g- or giving cred- market credibility, but it's also even allowing the, the, uh, the new- the newly public company to be listed. So two things you've said there that are really, like, really important. Like, number one is you talk about the round lot shareholders. So let's say that you're a private company doing a, a deal with a SPAC, and that SPAC has a, a unit structure that has a right attached to it. Mm-hmm. That right, the interesting thing is, is that it gives you innately some extra round lot shareholders baked into it, which can help you get across and meet the minimum requirement, whether it's NASDAQ or NYSE- Mm-hmm to, to get across the finish line and be public. And i- it's funny, I was talking to a guy at the SPAC conference who's a private client, and he was like, "Yeah, I don't even care if there's a million or 100% redemption. We don't need the money. We just wanna be public." I'm like,"You do care, 'cause if there's 100% redemption and then you're, and you have zero money, then you have zero deal. Because you have to have a certain number of round lot shareholders to get it across the finish line." And he was like, "What?" Yeah. So I mean, he, he didn't know. Yeah. And it was like, so the… If, if you have a rights structure, then that helps to mitigate some of that problem. But, but if you, if you have a warrant structure on your deal, then it, then there's a higher burden that you now potentially have to contend with. Because the rights give you some round lot shareholders, the warrants don't. So the PIPE becomes even more important if you have an excessive redemption if you're tapped into a structure with warrants as opposed to rights, right? Right. And so, yeah. Mm-hmm. And, and, like, but then there's this other side of it which is, like, you talk about the PIPE structure and it gives you validation with the market. And I, I go back to that, to that other person that I was talking to who said he doesn't even care if there's 100% redemption. I'm, I'm thinking to myself, "Wrong attitude." Like, I, and, and I h- I didn't say anything 'cause I didn't want to be crass, and it's just not my place, you know? But like, but at the end of the day, it's the wrong attitude because you have to realize that if you don't have PIPE investors believing in your deal- Mm-hmm and you don't, like, and you don't believe in the market, then, and like, and what these people think, maybe you shouldn't be going public. Yeah. Because you need, you need them on your side. You're gonna need your shareholders believing your story- Yes … and the market to trust you. Because also that's another thing. If they don't trust you, they're going to vote against. Yeah. If they don't believe your story, if they don't trust this, what you have, they're gonna vote against. Or they'll vote for and get out of there, and leave you- Yeah … with nothing. And then you like, yeah, and then you end up failing anyway kind of thing. Yeah. Mm-hmm. So, okay. Yeah. So let's talk real quick. I w- I wanna, like you mentioned something about red flags earlier. I, I literally ironically right before we, we stepped on to record this, I was actually talking to a, a board, um, doing a D&O insurance proposal for a team that's about to do an IPO. And we were talking about their D&O coverage, and the CEO had brought up some stuff to me to say, "Hey, I wanna make sure that you, that you kinda highlight this because our board doesn't have a ton of public experience." And, and I was just like, "Okay." And, and they were like, "Hey, we, we had…" And, and she was like, "I have these concerns that, uh, that I'd like to make sure that, that they're addressed." And so, and they were what's, they're what's called red flag issues. Um, I would love, could you just really quick unpack what a red flag is? It, I, to me it's kind of hard to even put your finger on it. Something that doesn't feel right, something that isn't the norm of, of everything else. Something that's like, hmm, sticks in your head and you're like, "That, I should look into that." But not only that, it's doing your due diligence and then- Yes. Yes… sometimes you have to find If you are, um, doing searches on the SEC website and you see that someone's been, um, b- been in trouble with the SEC before, that's a red flag. Uh, if, if they've, uh, been, say, the CEO of multiple companies that have gone under, big red flag. Yeah. Um, to me, even as a, as a transfer agent, certain, certain, uh, when I would get emails from certain, um, uh, uh, addresses that I knew were, um, what, what was it? Uh, it was from, um, a, uh, a different country that doesn't have, that, that there's no, um, that the US can do anything about to ever get the, uh, the files from them because they don't even keep the files themselves, uh, on their server. Yeah. Big red flags, you know? So, um, so it could be, uh, anywhere across the board- Yeah um, red flags are, you know? And, and it's things that, uh, you can't ignore. I, I would say- You cannot ignore because it, it, it'll get you, it'll come, it always comes back to bite you. Dude, you just finished with the gold nugget right there. Mm-hmm. It's things you can't ignore. So, like, you have all of these issues to where board members will, they'll see something and then they will turn their, they'll turn a blind eye to it, you know? Or they'll think, "Oh, well, it'll just work itself out," you know? Or, um, or, you know, like- all, like, we'll, we'll contend with that. We'll kick that can down the road. You know, like, whatever. Instead of saying, "We have this issue. We need to deal with it. We need to address it now." And so you have, a lot of times, there are these problems that, um, that's gonna happen in a DESPAC to where you need to contend with those problems, and they can turn into, if you don't actually, if, if you don't actually contend with it and document it remarkably well, then it can turn out to become, and I was actually talking about this when I was on the stage at the SPAC conference- Mm-hmm it can turn into a basic litigation roadmap on a fact pattern for a plaintiff to come after you and sue you. And so, like, for me, I bring all that up because I wanted to ask you, what do you think are some of the most unfixable problems in a DESPAC that you run into as a proxy solicitor? And, and, like, where do you see that it's board members… A- and, like, where do you see board members could have made it to where it wasn't an issue had they addressed the red flags earlier? That's a good question. Um, I would say starting with if there is no communication with the shareholder base, that those… That is an, as a proxy solicitor, that is an unfixable problem for me. Uh, all I can do is help get the votes in, but if they are lacking credibility, if they are, um, not communicating and not putting those, those, uh, you know, unpacking any red flags that they find and putting it in the proxy statement for the shareholders to know and read about and so that they, they can trust that they're putting everything out there. The- those are big problems. Yeah. And can come back to bite them with a vote against, with the, uh, getting, uh, sued either during or after the fact. Uh, or they're, um, or when it comes time to put it t- towards, um, the application to NASDAQ and New York Stock Exchange, wait till they fi- find out because they're doing their due diligence very well. Oh, yeah. Yeah, they are. And there, there's greater scrutiny now than there ever was. Right. Particularly if you're international. Yes. Or if there's any national money or even international service providers like your insurance attorney, your auditor, whatever. Any of those things add additional layers of scrutiny. So let me ask you this. From your perspective, um, what governance, uh, or, or maybe even shareholders issues tend to, uh, tend to come to the surface after… 'Cause you, you talked about after the deal closes. I wanna talk about, like, after the deal closes, what kind of governance or shareholder issues do you see that kind of bubble up to the surface after the combination that management teams never see coming or underestimate? They greatly underestimate how much is required of them, uh, as a public company now with everyone watching. The shareholder base is watching, the SEC is watching, their, the, uh, exchange is watching. They should be ready. They need to be ready to go. And, um, when they're not, or when they thought that… Or they get over that finish line and now they have no money 'cause they did no PIPE. So they don't have any money to pay their bills. They don't have any money to do their quarterly reports, and they're… A- and you could see it happening. You can see it crumbling right away. You can see they're doing the NT 10-Qs, that they can't get their 10-Q out on time. Or, um, or, uh, a big one happened when, uh, a lot of, uh, my former SPACs were using a audit- an auditor that a lot of companies were using, and m- uh, he got taken down big time by the SEC. And all of them had to redo their audits. Oh, yeah. Talk about expensive. Um, so, uh- Uh, and, and while listening to, um, some of the, the panels at the SPAC conference, the best advice that I heard was when the best companies that… The, the companies that do best after the DESPAC are the ones that spend six to 12 months pretending to be a public company before the DESPAC. Hmm. Everything's in place. Everything's in order, and they are strict with it. They, uh, everything, you know? Yeah. They're doing the, the, the quarterlies themselves. They're doing everything, pretending along the way so that when they're over that finish line, it's not gonna be anything new. It's business as usual. Because it's very hard to just change everything on day one, um, when first you're now looking at a very, um, different, uh, and diversified shareholder base. You got some shareholders that are left from the SPAC. You have the PIPE shareholders. You have some new shareholders coming in, and everyone's looking for something different. And, uh, if you aren't communicating on a regular basis and putting your story out there and putting your, your, uh… And, and not just promising the world, but being conservative with your projections It will come back to bite you. So first of all, yeah, it's a big blended family- Yeah … is kind of what it turns into of shareholders. Second of all, um, I wanna tell you guys, if you're listening online and you're not actually watching this on YouTube, I did, I've… This is the most fired up that I've seen Desiree get on any of the questions yet, and here's why I say this. Desiree started, like, your nostrils started flaring. You were smiling, but it was a smile like, "I will eat you" kind of smile. Like- Right. It- I could see, I could see the frustration on all of this that you've seen. Like, that's the most passionate that I've seen you get. So if, if you didn't lock anything in that she's talked about yes, I want you to know that what we just listened to her talk about, it, like, there was so much organic passion that was there in that, that you need to know that it's obviously real and significant, and it needs to be paid attention to. Because that right there is, whenever you see the frustration come out of your service provider on something like that, that's when you know that it's not, like, a, a rare, marginal, isolated kind of thing. This is real stuff that regularly can happen, and you wanna make sure that you're humble enough about it to s- to say, "I don't want that to be us, and that, and this is what we need to do to get there." So I, and I wanna get into kind of the next thing. You talked about, um, and, and just kind of as a last question professionally, do you think that, uh, do you think that these redemptions and PIPEs and everything like that, is that just new normal? Or is that, like… Or do you think that this is somehow gonna reset, whether it's, like, for whatever reason? I don't know. I think it's gonna depend on each SPAC. I think that the ones that are, are doing everything that they can to reach out to their shareholder base ahead of time, not just when the proxy statement goes out, not when it's time for, for the business combination and they're using… Or, or the redemptions already come in and they're having me call everyone. That's not when anyone wants to talk. Nobody will take my phone call. Uh, they need, um, to be proactive with their communication and get their, uh, their story out there to, to make sure that they're, that they are communicating effectively with their shareholder base. That the, um, their, the reason why they should stay in the SPAC. Yeah. And not on- or, or start, um, or have that pipe ready to go or have other shareholders ready to go that can replace those redeeming shareholders that are going to be fundamental long-term shareholders, and they're willing to stay and see through not just the DESPAC event, but long-term because they believe in the company. So it really depends on how each SPAC is going to handle, uh, handle it themselves. I think if they are reactive with their communication, it doesn't seem genuine, and, uh, I think the redemptions will remain high for them. And, and I think that the ones that are, are doing it right and really being proactive along the wh- along the way, uh, I think that you'll see the redemptions going down significantly for them. Right on. Okay. So let, let's flip real quick because I, I believe in letting people get to know you and just kind of who Desiree is. So first of all, I wanna, I just wanna ask, like, you don't hear a lot of people with the name Desiree. Mm-hmm. It's a, it's such a cool name, but is there anything behind that? Like, did your mom just and dad just think it was a cool name, or is it connected to your family in any way, or what? Um, they have always told me that, uh, it was, they had a friend in high school and they, that had the name Desiree, and they loved the name. Oh, they, they dated in high school. So, um, yes, and they- So your parents are high school sweethearts. Yes. Yes. Are they still together? They are not together. Aw. I thought you were just gonna have, like, this awesome story. No. It, no, it, it, it didn't have a, uh, um, a, great ending, which is why, you know, maybe it's best to wait a little bit after you're 18, but, um, to get married. But, uh, yeah. Aw. So that's where, that's where it k- came from. And I'll tell you, a lot of people remember me, uh, at these conferences now because they're like, "Well, how many of you are named Desiree?" And I haven't met one yet, so it, it works in my favor. Nice. Okay. And then here's the other thing- I'm sure you get the same thing, Chaz. Do… I, I'll tell you what, uh, yeah, it's pretty rare. The name, uh, there's- Nice … there's not a lot of me that are out there. So, um- But like, let me, let me ask you this. So you're, like, are you from…'Cause you've got that, that Northeast accent, you know? And it, it's, it's pretty stand out. Um, are you, like, are you a Long Islander or are you, like, are you, uh, from the city? Like, where are you at? So I- Like, where are you from? I am from, uh, Long Island, and I grew up in Suffolk County, Long Island. I grew up on the South Shore, and all I did was move to the North Shore, so I'm in Port Jefferson, uh, on Long Island. Uh, a lot of people recognize that name from the ferry going back and forth from Connecticut. But yeah, that's, so that's where I live. So basically- So we're pretty far from the city, but, uh, but, uh… A- and I get into the ci- I, I go into Manhattan maybe, like, once every two weeks for meetings and stuff- Yeah, yeah … but mostly, uh, uh, Laurel Hill is in Nassau County in Jericho. Okay. So it's about an hour away, so that's why I come here. Got it. So, like, so you've just lived there your whole life? Yes, just different parts of, of the, of Suffolk County. Different parts, many different towns, um, but have ended up on the North Shore now. Right on. Okay. I love it. All right. Well, hey, um, is there anything else that you think that we need to make sure that we know about you, about Laurel Hill, and, um, about just making sure that if there's an opportunity for us to work with you and for you to add value, that they know about it? Um, I, I really cannot stress, and I know I've already stressed it enough, but, uh, the communication- The nostrils are flaring again. Not only just… I would say not only just the communication with the shareholder base, but- Yeah … the communication between the target company and the SPAC. So important. There's not enough communication there, and many times we've seen that the SPAC tells, tells us that the target company, once they're public, once the DESPAC happens, they're gonna be, say, paying all the bills, paying all the invoices. Don't worry. And now the target company is a public company, and they did not know anything about it. Nothing. And, uh, and they're left with, uh, huge, huge bills, sometimes even the attorney's bills. Um- Yeah. I, I've seen, uh, I've seen upwards of 8 million on, on a deal that was just like, whoa. Yeah. Yeah. Yeah. But, um- So there just isn't enough, uh, communication, and even, um, just having all the… Being able to put all the service providers together on the same email so we're all communicating with each other, that's the biggest thing, and that's why I value my timeline, at least in the part that I'm, I'm involved in. From, from, uh, in the extension meetings or the business combination meetings, I value the timeline so much because it tells… I share it with everyone. I get everyone's approval that they can meet the, each one of these deadlines and we're all working together. And, uh, we're all making sure that everyone's doing each other's job, you, uh, you know, the, the jobs that we need to be doing- Right and checking up to making sure… That's what I, I'll be checking up to make sure Broadridge mails on time, that the transfer agent mails on time. And so when I see, uh, an attorney write a big, uh, very long timeline for the DESPAC, I just love it, uh, because I'm a, I'm a… A- and they're getting everyone involved on, say, a weekly call just to make sure. Like, and they're like, "How are you doing with this? How are you doing with that?" And that's really the, the ones that come together the best. Mm. I like it. I like it. Okay. Well, hey, Desiree Laurel Hill Advisory, I just want to say thank you once again for stepping out of your comfort zone, blessing us with that beautiful mind of yours and, uh, and just all of the experience and knowledge that you have for us to really get our head wrapped around proxy votes and, and things of that nature a little bit more. So everyone, again, Desiree, thank you. My name is Chaz. I am here with Churchwell Insurance Agency, but more importantly for you today, your host of The DESPAC Podcast. See you next time