The SPAC Clock

Introduction

Special purpose acquisition companies (SPACs) take a familiar corporate act—going public—and run it on a clock. If a SPAC fails to consummate a business combination within a defined period following its IPO—usually two years, and never more than three under NYSE and Nasdaq rules—it must liquidate and return the cash to investors.1

Many find the SPAC clock “peculiar.”2 The finite lifespan encourages SPAC managers (known as sponsors) to race to complete a deal—any deal—before the bell rings and they have to liquidate the entity. From the perspective of conventional corporate theory, the structure is puzzling: Why would corporate law deliberately design an entity to self-destruct within two or three years, knowing that the approaching deadline might amplify the very conflicts it is supposed to contain?

This Article begins from the opposite premise. The SPAC’s finite horizon is a feature, not a bug—a deliberate act of “temporal governance” that uses time itself as a mechanism of control.3

SPACs have not been a marginal curiosity. They have, at various points in recent years, accounted for more than half of all U.S. initial public offerings.4 Between 2019 and 2021 alone, more than 800 SPAC IPOs raised over $250 billion in gross proceeds, peaking in 2021 when SPACs represented nearly 60% of the IPO market.5 Even after the boom subsided, SPACs have not gone away.6 Their prevalence alone demands that we understand what makes the form tick.

While every article on SPACs acknowledges that they are legally limited to a fixed lifespan,7 this temporal limit has been largely taken for granted in the scholarly and policy debates over SPAC governance. Commentators focus on disclosure, redemption rights, or the sponsor’s promote (all of which will be explained below), but say little about the fact that the SPAC’s very design is finite. Yet this temporal limit is not incidental—it represents the foundation of the entire SPAC governance apparatus.

SPACs are but one species of the broader genus of what I call “finite ventures”—business entities denied the power of perpetual existence and instead organized with a set horizon.8 Venture capital and private equity funds, for instance, are structured to dissolve after ten years. Lloyd’s of London orchestrates three-year insurance syndicates.9 Beyond the business world, a growing number of charitable foundations—including the Gates Foundation, the largest in the United States—have pledged to terminate upon a set date.10 In the sciences, a new form known as a “Focused Research Organization” is expressly time-boxed to tackle a specific challenge.11 And in the public sector, so-called sunset laws—first enacted in Colorado in 1976 and later adopted by more than half the states—close down government agencies after a set number of years (absent affirmative legislative renewal).12

These examples illustrate a broader governance frame I call Temporal Governance: the idea that duration is a design variable on par with capital structure or voting rights. I have developed this framework across multiple articles on both perpetual13 and limited-life entities.14

In prior work, I’ve contended that finite duration can operate as an accountability mechanism, aligning incentives where perpetual existence might otherwise exacerbate agency costs.15 This Article extends that project to SPACs, which exemplify how time limits can function as governance levers in corporate law.

How seriously does the market take the SPAC clock? Consider that when the NYSE recently proposed extending the outer SPAC deadline by just six months, only one comment letter was received—an objection—and the exchange withdrew the proposal.16 Even this modest temporal extension was a bridge too far. The clock is not a technicality; it is the non-negotiable foundation of the form.

Like all business entities, SPACs use various tools of governance to address the agency costs that the separation of ownership and control creates. The most fundamental of these tools is limited life, for it is the base on which all the other governance features depend.

This Article proceeds in three Parts:

Part I describes the Temporal Governance framework in the context of business organizations, showing how duration functions as a design variable that shapes incentives and accountability.

Part II applies this framework to SPACs, demonstrating why they are quintessential finite ventures and that perpetuity, in this context, would be unworkable.

Part III turns to the governance work the clock performs, showing that while the deadline disciplines sponsors and reassures investors, it also distorts incentives as expiration nears. The clock’s compression of the window for opportunism forces other safeguards—fiduciary duty law, SEC disclosure rules, and reputational markets—to work harder than they would in a perpetual entity.

A brief Conclusion situates SPACs within the broader project of Temporal Governance and argues that duration deserves a central place in the corporate governance toolkit.

I. The Temporal Governance Lens: Duration as a Design Variable

To understand the significance of SPACs’ limited life, we first need a general account of how time operates as a tool of corporate governance. Duration is often overlooked, but it sits alongside capital structure and control rights as a fundamental design lever. Using the analytical framework developed in prior work, this Part sets duration in contrast to the legal default of perpetuity, traces the spread of finite ventures, and explains how the agency-cost logic—and its tradeoffs—play out when an organization operates on a clock.

A. Perpetual Corporations and Finite Ventures

Business entities are “immortal.”17 Unlike their human founders, corporations and limited liability companies are granted perpetual life by default. The Delaware General Corporation Law provides that a corporation “shall have perpetual existence” unless its certificate of incorporation states otherwise.18 Similar provisions exist across the states.19

This feature is no minor detail; it underwrites the widely accepted view that corporate fiduciary duties are owed with a long-term orientation, not for immediate gain but for indefinite future value creation.20 In the well-known Trados case, for example, the Delaware Court of Chancery emphasized that directors must act for the benefit of stockholders as a whole, with an eye toward long-term value.21

Perpetuity, however, is not destiny. The law makes clear that incorporators may opt for a limited term simply by stating so in the charter.22 A corporation may be organized for twenty years, ten years, or any specified date, after which it automatically dissolves. Other organizational forms allow similar flexibility. Limited partnerships, for instance, often include contractual terms setting their duration.23

In short, legal time is not fixed. Just as we design voting rights or capital structures, so too can we design an entity’s lifespan.

Despite this flexibility, corporate law scholarship and doctrine have generally treated perpetuity as a background assumption of the form, with courts and commentators commonly describing perpetual life as a defining feature of the corporation.24 This has obscured the fact that duration is a design variable—and a profoundly important one.

In practice, limited-life entities are not anomalies. They are common and often central to modern markets. Private equity and venture capital funds are typically organized as ten-year limited partnerships.25 Lloyd’s of London conducts insurance business through three-year syndicates.26 These examples reveal a broader class of organizational form, composed of business entities intentionally endowed with a limited lifespan.

B. What Duration Does

Why might one choose a finite rather than perpetual venture? The central answer lies in agency costs. Once investors have contributed their capital, managers control the firm’s assets and operations. This separation of ownership and control creates the risk that managers will shirk, self-deal, or otherwise pursue their own interests at investors’ expense.27 Corporate law deploys an array of tools to mitigate this risk: fiduciary duties, disclosure rules, hostile takeovers, compensation design, and more.28 Limited life is another such tool.

Finite duration disciplines managers by putting them on a clock. They must deliver results within the set term, knowing that when the venture ends, investors will evaluate their performance before deciding whether to back them again. In private equity and venture capital, this dynamic is explicit: fund managers must periodically return to the market to raise new funds, and their ability to do so depends on the track record of their expiring ones.29

Limited life also cabins the harm from agency costs. Managers cannot run the firm indefinitely, siphoning resources year after year. When the term ends, the venture liquidates, and investors reclaim their capital. The ability to walk away at a known date reduces the magnitude of potential losses. A termination date functions as a kind of circuit breaker on agency costs: it may not prevent mismanagement, but it ensures that the damage cannot compound endlessly.30

At the same time, finite duration reshapes fiduciary orientation. Directors of a perpetual corporation must maximize long-term value; directors of a finite one must maximize terminal value within the fixed horizon. That may require moving faster, taking different risks, or prioritizing realizations that would not be appropriate for an immortal entity. In prior work, I showed that fiduciary duties are properly understood to mandate a very long time horizon at a perpetual corporation.31 In finite ventures, by contrast, the orientation is telescoped: managers are judged not on continuity, but on outcomes at the end date.

We might call this a ‘terminal value orientation’—one of the most important but least recognized effects of organizational duration.32 Duration, in this sense, shapes incentives, horizons, and governance norms.

C. The Tradeoffs of Finitude

Like any governance device, limited life has costs as well as benefits. Most obviously, it forfeits the advantages of “permanent capital.” Perpetual corporations can accumulate resources across generations, engage in patient investment, and cultivate intangible assets—reputation, culture, brand—that may take decades to mature. In prior work, I showed that this lock-in is often the main attraction of perpetual life: it allows an entity to withstand shocks, reinvest earnings without liquidation pressure, and build projects whose payoff lies beyond any individual manager’s horizon.33 By contrast, limited-life entities must plan for dissolution from the start, which limits the scope of what they can reasonably attempt.

Finite ventures also confront what economists term the final-period problem.34 As the termination date nears, managers may discount long-term considerations and focus on immediate payoffs.35 When the end is known, incentives to shirk, self-deal, or simply cash out are heightened. The dynamic is not unique to business entities—it also arises in legislatures facing term limits and in public agencies subject to sunset review—but it is especially acute in finite ventures.36 Even staffing suffers: employees may hesitate to join a firm they know will dissolve within a short period, raising staffing and retention challenges.37

Thus, the choice between perpetual and finite life requires balancing. On one side are the disciplining and accountability benefits of a fixed horizon. On the other are the long-term investments and stability afforded by perpetuity. Neither option is universally superior. The right choice depends on context: in some settings—venture capital funds, SPACs, or sunset agencies—the benefits of a finite clock outweigh the costs. In others—operating corporations, family businesses, or perpetual foundations—the advantages of lock-in and continuity dominate. Duration is design, and the design entails tradeoffs.

D. When to Choose Finite or Perpetual Life

In earlier work, I mapped the considerations that guide the choice between a finite or perpetual organizational form. 38 These considerations are not rigid rules but practical factors that tend to point in one direction or the other.

Five factors often favor limited life. First, the entity is highly susceptible to agency costs. Where managers have unusually strong incentives to act in their own interests, a finite horizon can discipline their behavior by requiring them to perform within a fixed period and face market re-evaluation when the venture ends. Second, the potential harm from those agency costs is significant. If opportunism or mismanagement could impose especially high losses, a time limit reduces the duration of exposure. Third, the entity serves a finite or time-limited purpose. Some ventures are formed for a specific mission—launching a fund, completing a research program, acquiring a company—that has a natural endpoint. Fourth, the entity’s key assets are themselves limited in life, such as patents with fixed terms or insurance syndicates tied to underwriting cycles. Fifth, liquidation can be accomplished efficiently. If assets are readily distributable, there is little reason to insist on perpetuity.39

By contrast, three factors tend to favor perpetual life. First, when the value of capital lock-in is high—because the business requires long-term projects, durable assets, or stable reinvestment—the case for continuity is strong. Second, if the entity’s core assets are themselves perpetual or enduring, such as brands, trade secrets, or reputational goodwill, then perpetuity may better fit the underlying economics. Third, where final-period problems are especially severe—because managers or donors are likely to discount the future too heavily as the end nears—then avoiding a fixed horizon may better protect the enterprise.40

The decision is thus contextual, and the same broad logic applies across domains: Private equity funds embrace finite life because they must constantly prove themselves to investors; charitable foundations increasingly adopt spend-down strategies to avoid mission drift; and public agencies subject to sunset review must justify their existence at regular intervals. Conversely, corporations with enduring assets and projects benefit from continuity, as do perpetual foundations that seek to influence society over centuries.

Duration, in short, is a design lever to be calibrated. The next Part applies this framework to SPACs, demonstrating that every factor that points toward finitude converges on the SPAC form—and that perpetuity, in this context, would not only be ill-fitting but unworkable.

II. SPACs as Finite Ventures

Organizational duration is a design variable. This Part turns the lens on SPACs. What emerges is that SPACs are not merely finite in practice; they are finite by design. Their mechanics, incentives, and purpose make them quintessential limited-life ventures.

A. Mechanics and Prevalence

A special purpose acquisition company (SPAC) begins life as a corporate shell.41 Its sole function at inception is to raise capital through an initial public offering. In a typical SPAC IPO, the sponsor sells “units” to the public for $10 each. Each unit consists of a common share plus a fraction of a warrant. At least ninety percent of the gross proceeds must be placed in a segregated trust account, invested in short-term U.S. Treasuries. This structure reassures investors that their funds are safe and liquid until a suitable business combination is identified.42

Under their constitutive documents, SPACs are required to complete a business combination within a specific term.43 This limited lifespan is a universal practice and is backed up by longstanding stock exchange rules that impose an outer limit of three years after the IPO.44 Most SPAC charters impose even shorter deadlines, often twenty-four months.45 If the SPAC does not close a merger within that window, it must liquidate and distribute the trust back to stockholders.46

The sponsor of a SPAC—usually a small team of financiers, entrepreneurs, or former executives—contributes a modest amount of “at-risk” capital up front. In return, the sponsor receives a package of founder shares and warrants, together known as the “promote.” The promote, which typically amounts to about twenty percent of the SPAC’s post-IPO equity, has no value unless the vehicle completes a merger. If the SPAC fails to close a transaction in time and instead liquidates, the public investors get their money back from the trust while the sponsor loses the entire promote. This asymmetric payoff structure is what gives sponsors both their incentive to search and the pressure to close a deal before the clock runs out.47

Commentators and regulators consistently highlight this time limit as a defining feature of the product. Klausner, Ohlrogge, and Ruan observe that “a SPAC has two years to search for a private company with which to merge.”48 Rodrigues and Stegemoller emphasize that the short window is a “key feature” of the form,49 and empirical work shows a median legal lifespan of twenty-four months.50 Even early treatments of SPACs, such as Riemer’s 2007 article, recognized that the fixed horizon was essential to the nature of a SPAC.51

SPACs are a significant player in the modern IPO market. Between 2019 and 2021, more than 800 SPAC IPOs raised over $250 billion in gross proceeds.52 In 2021 alone, SPACs accounted for nearly sixty percent of all U.S. IPOs, raising over $160 billion.53 Although the boom subsided after regulatory tightening and poor post-merger performance, SPACs remain a significant part of the U.S. capital markets.54 Their prevalence makes it all the more important to understand how their governance architecture—above all, the clock—actually works.

B. Why SPACs Are Finite

Using the factors developed in Part I.D., this Section shows that SPACs are particularly well suited to a finite lifespan.55

1.   Susceptibility to Agency Costs

The SPAC form heightens classic agency costs. Sponsors control the search for a target and negotiate the merger, but their economic payoff is binary: the promote is valuable only if a deal closes. Public investors, by contrast, may prefer liquidation to a bad deal, since redemption entitles them to recover their pro rata share of the trust with interest. This misalignment creates unusually sharp incentives for sponsors to push through a merger even when it does not maximize investor value.56

Delaware courts have recognized this structural conflict as central to the fiduciary duty analysis, originally in the noted MultiPlan case.57 In Delman, the court reiterated that sponsors’ incentives diverge from those of public investors, making entire fairness review appropriate where disclosure defects compromise the redemption choice.58 And in Solak, the vice chancellor emphasized that the SPAC structure creates an inherent conflict: sponsors benefit from any deal that closes, while stockholders may be better off redeeming for cash.59 The result is an intensified version of the standard separation of ownership and control, where managers’ upside depends not on creating durable value but on beating the clock.

2.   Magnitude of Potential Harm

The potential harm from unchecked agency costs in SPACs is unusually high. If sponsors could extend the vehicle indefinitely, they could warehouse capital for years while collecting interest on the trust and enjoying reputational or deal-flow benefits, all without delivering value to investors. The fixed clock cabins this risk by forcing resolution within a short horizon.60

The SPAC boom of 2020-21 revealed the scale of this danger. Hundreds of SPACs rushed to complete mergers before their deadlines, often with disappointing results for public investors.61 Amanda Rose has shown that the ability to market optimistic projections under the PSLRA safe harbor exacerbated these risks: sponsors had both the incentive and the regulatory latitude to push questionable deals across the finish line.62 Without a hard expiration date, investors might have been trapped in perpetual blank-check companies, unable to recover their capital or discipline sponsors.

By limiting the window to roughly two years, the SPAC clock reduces the magnitude of harm that agency costs can cause. Investors know that their funds cannot be held indefinitely, and sponsors know that failure to deliver within the horizon will result in liquidation and total loss of their promote.63

3.   Finite Purpose

SPACs are organized to do exactly one thing: identify and consummate a business combination. They are not designed to operate businesses, cultivate assets, or persist across market cycles. Their purpose is singular and inherently time-bound. Once the merger is complete, the SPAC disappears; what continues is the target company in public form.

In the words of the SEC, “SPACs are shell companies organized and managed by a sponsor for the purpose of merging with or acquiring one or more unidentified private operating companies . . . within a certain time frame.”64 As Riemer’s early study of the form explained: “SPACs are, in essence, publicly traded buyout firms. They are incorporated with the sole objective of raising funds for an acquisition through a public offering of their securities.”65

This finite mission matters for governance design. Unlike perpetual corporations that must balance short- and long-term value creation, SPAC directors are tasked with achieving a terminal outcome within a fixed horizon. Fiduciary duties, disclosure obligations, and market discipline all operate against this backdrop: the entity either succeeds in its singular mission or dissolves.

4.   Liquidity and Feasibility of Wind-Up

SPACs are especially well-suited to a finite horizon because their assets consist almost entirely of cash placed in a trust account invested in short-term U.S. Treasury securities.66 The NYSE and Nasdaq both require that at least 90 percent of IPO proceeds be deposited in such an account, segregated from the sponsor’s control.67 This structure ensures that, if no merger occurs within the allotted time, liquidation is straightforward: the trust funds are redeemed pro rata to the public stockholders.68

In operating companies, which may hold factories, intellectual property, and employees, the capital is “locked-in”—by design.69 In SPACs, by contrast, the wind-up is nearly frictionless. This ease of liquidation not only facilitates the clock but also reassures investors that their principal will not be locked up in perpetuity.70

C. Why Perpetuity Doesn’t Fit

The usual justifications for perpetual life fall flat in the SPAC context. Perpetual corporations benefit from capital lock-in, reputational capital, and the ability to invest in durable assets whose payoff may take decades. SPACs, by design, have none of these features. They hold only Treasury securities, they have no operating business to develop, and their purpose is exhausted once a merger closes.

Instead, SPACs face the opposite problem: the “final-period” incentive to close any deal before the clock runs out. As the deadline nears, sponsors’ binary payoff structure—either the promote is worth a fortune if a deal closes, or it goes to zero if the vehicle liquidates—creates pressure to push through transactions regardless of quality.

Delaware courts have recognized this end-period distortion. In MultiPlan, the court emphasized that sponsors’ unique incentives can give rise to disclosure duties so that public investors can make an informed redemption decision.71 Similarly, Delman and Solak treat the SPAC structure itself as generating a conflict of interest that triggers entire fairness review when disclosure is inadequate.72

Regulators have responded as well. The SEC’s 2024 SPAC reforms withdrew the safe harbor for forward-looking statements in de-SPAC transactions and required plain-English disclosure of dilution and conflicts.73 These rules were targeted directly at the risk that sponsors, under pressure from the clock, might shade projections or structure deals to salvage their promote at investors’ expense.

As early observers noted, the strict time limit is not an incidental feature but the core safeguard that makes SPACs marketable. Riemer’s 2007 article explained that “[b]ecause SPACs operate within this strictly defined time limit, investors can commit their funds with confidence that they will know the result of their investment, for better or for worse, within two years,” cabining abuse and giving credibility to the blank-check bargain.74 Removing the clock would not only exacerbate conflicts; it would likely make the form uninvestable. Without a clear expiration date, investors would have little reason to entrust capital to what would effectively be a perpetual shell company.75

D. Comparative Glimpses: Private Equity and Closed-End Funds

SPACs are not the only finite ventures in modern finance. They share with private equity and venture capital funds an explicitly limited term and a mandate to acquire private companies. But the similarities end quickly. PE and VC funds typically have ten-year lives, often with limited extension rights, and make multiple investments, distributing capital back to investors as exits occur; their limited partners are locked in for the fund’s life, and reputational discipline operates across successive fundraises.76

By contrast, a SPAC’s horizon is short—generally 18-24 months by charter and no more than 36 months under exchange rules—and it is built to complete a single business combination, at which point public stockholders can redeem instead of rolling into the de-SPAC company.77 The shorter fuse makes SPACs more brittle, but also more transparent: sponsors face a binary payoff within a fixed window rather than across a series of investments over a decade.

Closed-end funds provide a different contrast. Most are organized as perpetual public vehicles that hold diversified portfolios and offer investor liquidity through secondary-market trading rather than redemption at net asset value.78 Some closed-end funds are “term” funds with a scheduled wind-up, but even those are designed to provide ongoing portfolio management over many years, not to consummate a one-off merger.

Mutual funds and ETFs go further: they are classic perpetual vehicles, pooling capital for indefinite reinvestment and turning over portfolio holdings continuously.79 These structures succeed because they are designed for permanence and reinvestment, whereas the SPAC succeeds (when it does) because it is finite, with a liquidation backstop if no transaction closes in time.

The comparison thus clarifies the governance role of the SPAC clock. Where PE and VC rely on long-cycle reputation across fund vintages to discipline managers, and perpetual funds rely on market liquidity and ongoing regulation, SPACs rely on time itself—a hard stop that both disciplines (by preventing indefinite warehousing of capital) and distorts (by compressing negotiations into an expiring window).

E. SPACs as Quintessential Finite Ventures

Taken together, the features canvassed in Sections B and C of this Part show why SPACs fall squarely within the category of finite ventures. They are highly susceptible to agency costs, pose unusually large potential harm, serve a single finite purpose, and hold assets that make liquidation cheap and certain. None of the standard arguments for perpetuity apply. Unlike private equity funds, they cannot rely on long-term reputational discipline; unlike perpetual mutual or closed-end funds, they cannot rely on ongoing portfolio management. SPACs instead rely on time itself.

Delaware courts have found that reliance puzzling. In the recent case of Solak v. Mountain Crest Capital LLC, Vice Chancellor Glasscock described the SPAC as possessing a “peculiar incentive structure” that “intensif[ies] the agency problems inherent in the form.”80 The observation captures how foreign the SPAC clock can appear from a traditional corporate-law vantage point: a vehicle designed to dissolve unless it completes a conflicted transaction in time. Yet what appears anomalous in that account is, in fact, the central organizing principle of the form. The time limit is not a flaw to be explained away but the means by which the SPAC becomes governable.

The weight and importance of the temporal bound is illustrated by the story of the New York Stock Exchange’s recent attempt to tinker with it. In March 2024, the NYSE proposed amending its Listed Company Manual to allow a SPAC to remain listed for up to forty-two months from its original listing date—extending the outer bound by six months—as long as the SPAC had executed a definitive merger agreement within the initial three-year period.81 The proposal was submitted to the SEC and put out for public comment. Only one letter was received, an objection from the Council for Institutional Investors,82 and nobody spoke in its favor.83 The NYSE withdrew the proposal in September.84

The episode confirms that the finite time horizon of a SPAC is not a technicality but a deliberate design choice, reaffirmed after explicit reconsideration. It is the mechanism that makes the form marketable, aligning the sponsor’s binary payoff with a backstop for investors. Without the clock, a SPAC would be indistinguishable from a perpetual shell—a vehicle no rational investor would fund. With it, the form becomes at least governable, if still fraught with end-period conflicts.

This is the larger point: the SPAC’s finite horizon is not an accident of market practice but a deliberate design choice. Their entire governance apparatus is built on the ticking clock.

III. Governing the SPAC Clock

Part II showed that SPACs are quintessential finite ventures: susceptible to agency costs, singular in purpose, liquid in assets, and ill-suited to perpetuity in every respect.

Having established why SPACs must be finite, we can now ask what governance work the clock actually performs. The deadline is not decorative; it is the linchpin of the structure. The clock disciplines sponsors and reassures investors, but it also distorts incentives as the fuse runs short. It is both the instrument of governance and the source of its own agency problem.

This Part examines how law and markets mediate that tension—how reputation, regulation, and fiduciary duty together preserve the productive pressure of the countdown while constraining its excesses. The goal is not to abolish the clock but to understand how the rest of the system works in its shadow.

A. The Benefits of the Clock

The most fundamental benefit of the SPAC clock is accountability. Unlike perpetual corporations, which can retain investor capital indefinitely, a SPAC must either consummate a merger within its designated window—typically 18 to 24 months, and in no case more than 36 months under exchange rules—or liquidate and return the proceeds to investors. This liquidation backstop is not ornamental. It is the feature that makes the product marketable in the first place. Investors commit funds knowing they will either receive securities in a newly public company or get their cash back with interest in relatively short order.

The deadline also disciplines sponsor behavior. Sponsors cannot simply warehouse investor capital in Treasuries indefinitely, collecting interest and waiting for favorable conditions. They must pursue a transaction with urgency, because failure means forfeiting the “promote”—the founder shares and warrants that represent their economic upside. This asymmetric payoff structure, combined with the fuse, ensures that sponsors remain incentivized to act rather than drift.

The clock also enhances the other governance devices in the SPAC toolkit. The shareholder vote and the redemption right—often described as the linchpins of SPAC governance—derive much of their force from the fact that the clock is ticking. Without a hard deadline, redemption would be less meaningful, as investors could be left in limbo indefinitely while sponsors searched for targets. The vote, too, carries weight precisely because rejection means liquidation, not endless delay.

In addition, the clock gives investors—especially institutions—a clear sense of their opportunity cost. The defined horizon makes the product intelligible and investable. Compared to perpetual closed-end funds, where dissatisfied investors can only sell in the secondary market (often at a discount), SPACs promise either Net Asset Value return or new securities within a tight window. That clarity is part of their appeal, translating temporal certainty into marketability.

The SPAC’s finite horizon also enables reputational discipline across generations. Sponsors who intend to launch successive SPACs must show that they used prior capital wisely and treated investors fairly. During the SPAC boom of 2020-21, market observers noted that investors gravitated toward “multi-generation” sponsors whose earlier transactions lent credibility to new offerings.85 The ability to return to market thus functions as an external check on opportunism: each completed SPAC becomes a proof of concept for the next.86

Yet the constraint is imperfect. Only a subset of sponsors has organized more than one SPAC,87 and empirical work finds that “serial” sponsors—those completing three or more mergers—do not consistently deliver superior outcomes for investors.88 Reputational markets in this setting remain thin and short-lived, constrained by the speed and volatility of the form itself.89

The weakness of reputational discipline in this setting has an important implication: the clock must do more governance work in SPACs than it does in PE or VC funds, where long-cycle reputation across fund vintages picks up much of the slack. In SPACs, the temporal bound is not merely one governance tool among several; it is, for practical purposes, the only one that reliably constrains sponsor behavior before a deal is proposed.

B. The Drawbacks of the Clock

The same horizon that disciplines sponsors also distorts incentives. As expiration nears, the sponsor’s payoff becomes binary: secure a deal, however poor, or lose everything. This is the classic final-period problem. Sponsors under deadline pressure may accept weak terms from targets or shade negative information that could induce redemptions. The looming deadline creates bargaining asymmetry: potential targets know that the SPAC must transact or die, and can exploit that leverage to demand more favorable deal terms.

Empirical evidence supports this dynamic: SPACs that complete mergers just before their contractual deadline perform statistically worse than those that merge earlier, suggesting that sponsors grow more willing to close weak deals as the clock runs out.90

Disclosure itself is also strained by the deadline. The SEC and Delaware courts both place heavy weight on accurate and timely disclosure so that investors can make an informed redemption choice. Yet preparing proxy statements and reviewing financials takes time. Sponsors under the gun may compress shareholder review periods or push filings through at speed, ironically weakening the very safeguard disclosure is supposed to provide. The result is a governance mechanism constantly racing against the clock it is meant to police.

C. SPACs Without a Clock Are Unthinkable

The hypothetical of a perpetual SPAC underscores the point. What would such a thing even look like? A shell company with no operations, no investment strategy, and no track record—just a pile of Treasuries managed by a sponsor with a twenty-percent equity stake and no deadline to act. Investors’ capital would sit indefinitely while the sponsor waited for the deal that maximized its own upside—a Hotel California where investors check in but can never leave.91 No rational investor would fund it.

The parade of horribles is long. The sponsor holds what amounts to a free option with no expiration date: the promote costs nothing to carry, so the rational strategy is to wait—perhaps for years—until market conditions make a deal so obviously favorable that the founder shares become a windfall. Investors, meanwhile, earn Treasury rates while forgoing every other use of their capital. The asymmetry is staggering: the sponsor holds the option, and the investors are the ones writing it.

Worse, the governance tools that are supposed to protect investors would be entirely disabled. The shareholder vote and redemption right—widely regarded as the primary safeguards in SPAC governance—are triggered only when the sponsor proposes a business combination. No deal, no vote. No vote, no redemption. In a perpetual SPAC, the sponsor could simply decline to propose anything, leaving investors locked in indefinitely with no mechanism to recover their capital. The very governance architecture designed to protect public stockholders would sit idle.

And the mischief would not end there. With investors trapped and no redemption in sight, the sponsor or its affiliates could begin acquiring shares on the secondary market at a discount to the trust value. Investors desperate for liquidity—having never signed up to park capital indefinitely—would sell at ninety or eighty-five cents on the dollar just to escape. The sponsor accumulates a larger stake on the cheap, then proposes a deal at a time of its choosing, now owning a far bigger piece of the post-merger company than the original promote ever contemplated. The absence of a clock does not merely create bad incentives; it enables a slow-motion squeeze.

The SEC would presumably not allow a perpetual SPAC, and neither would the exchanges—but the reason they would not allow it is precisely the reason it matters: the clock is what separates a SPAC from an empty corporate shell. Time itself is its governance mechanism. The finite horizon is not incidental; it is existential.

D. The Balance

The SPAC clock thus tells two stories. On one side, it disciplines: limiting drift, forcing action, and giving investors a credible exit. On the other, it distorts: compressing negotiations into an artificial window and incentivizing “any deal before no deal.” The first story makes the form viable; the second makes it perilous.

The costs of the clock are real and well-documented. Empirical evidence shows that SPACs completing mergers near their deadlines perform worse than those that merge earlier—precisely the pattern one would expect when sponsors grow desperate to close any transaction rather than forfeit the promote. Targets know the sponsor is under time pressure and can extract more favorable terms as the deadline approaches. Disclosure suffers too: proxy statements prepared under the gun may compress review periods and shade projections, weakening the very safeguard that Delaware courts and the SEC have identified as the cornerstone of informed redemption.

These are serious defects, not minor friction. And yet the alternative—as the preceding Section demonstrated—is far worse. A perpetual SPAC would not merely suffer from agency costs; it would disable every mechanism designed to contain them. The clock creates end-period distortions, but it also creates the conditions under which fiduciary duty, disclosure, and redemption rights have any force at all. Without a deadline, there is no trigger for a vote, no occasion for disclosure, and no moment at which investors can exercise their redemption right. The governance apparatus depends on the clock: remove the host and the safeguards die with it.

The implication is that the other governance mechanisms—fiduciary duty law, SEC disclosure rules, and the reputational market—must do extra work to compensate for the distortions the clock creates. They must operate faster, and with sharper teeth, than they would in a perpetual entity where time is abundant and mistakes can be corrected gradually. That is the price of finitude: the very mechanism that makes the form viable also raises the stakes for every other safeguard in the system.

On balance, the case for finitude is clear. A SPAC without a clock is unthinkable; a SPAC with one is at least governable.92 The design is imperfect—brittle at the edges, prone to end-period distortion, and dependent on supporting institutions that do not always perform as hoped. But it works: Time makes enforceable a bargain that otherwise could not be struck.

Conclusion

SPACs are public companies organized to die. Their defining feature is not the promote, the redemption right, or the shareholder vote—important though those may be. It is the clock. Without a fixed horizon, SPACs would be unmarketable, sponsors would face irresistible temptations to exploit investors, and the form itself would collapse.

The clock is a double-edged sword. It disciplines, ensuring that capital cannot be parked indefinitely and that sponsors act with urgency. And it distorts, creating end-period pressures that sharpen conflicts of interest and risk value-destroying deals. Delaware fiduciary law, SEC disclosure reforms, and reputational markets all operate in the shadow of this deadline, and because the clock compresses the window for opportunism so dramatically, these other safeguards must work harder and faster than they would in a perpetual entity. That is the bargain: the temporal bound that makes the form viable also raises the stakes for everything else.

SPACs are not alone in this reliance on time. Private equity funds, spend-down foundations, sunset agencies, and other finite ventures all demonstrate that duration can be an organizing principle in its own right. Time is not merely background; it is a design lever, no less important than capital structure or voting rights.

The larger lesson is that perpetuity, though the statutory default, is not destiny. From Blackstone’s Commentaries to contemporary commentary—not to mention statutes and case law—we tend to treat perpetual life as the baseline assumption of the corporate form. SPACs remind us, in their most compressed and unforgiving form, that organizational life can be finite by design, and that sometimes only finitude makes the bargain possible. They are, as this Article began, public companies organized to die—and it is precisely that mortality which makes them governable. The question is not whether time belongs in the governance toolkit, but why we have waited so long to pick it up.

• See NYSE Listed Company Manual § 102.06(e) (2025); Nasdaq IM-5101-2 (2010).
• Solak v. Mountain Crest Cap. LLC, No. 2023-0469-SG, 2024 WL 4524682, at *1 (Del. Ch. Oct. 18, 2024).
• Andrew A. Schwartz, Finite Ventures, 2025 Colum. Bus. L. Rev. 655.
• See Michael Klausner et al., A Sober Look at SPACs, 39 Yale J. Reg. 228, 230 (2022).
• Id.; see alsoSPAC Statistics, SPAC Insider, https://perma.cc/S6FR-3RQY (last visited Mar. 29, 2026).
• Special Purpose Acquisition Companies, Shell Companies, and Projections, 89 Fed. Reg. 14158, 14162 (Feb. 26, 2024) (“SPAC IPOs represent a significant share of the U.S. IPO market in recent years. While we recognize that, like overall IPO activity, the SPAC IPO market has declined recently, SPAC IPOs nonetheless constituted over half of all U.S. IPOs respectively in 2020, 2021, and 2022, and constituted 43% of all U.S. IPOs in 2023.”).
• See, e.g., Schwartz, Finite Ventures, supra note 3, at 693; Klausner et al., supra note 4, at 237.
• Schwartz, Finite Ventures, supra note 3, at 682.
• Id. at 697-98.
• Andrew A. Schwartz, Foundation Duration (Oct. 6, 2025) (unpublished manuscript) (on file with the University of Colorado Law School); seeFinancials, Gates Found., https://perma.cc/36BS-LMV6 (last visited Mar. 29, 2026) (listing roughly $80 billion in assets).
• See Samuel G. Rodriques & Adam H. Marblestone, Focused Research Organizations to Accelerate Science, Technology, and Medicine, Fed’n Am. Scientists: Day One Project (Sept. 24, 2020), https://perma.cc/WB8E-RS7P (“FROs should pursue specific goals that, if achieved, will dramatically increase the R&D capacity and/or technological capabilities of the United States in a given field”); see also Andrew A. Schwartz, Finite Science: Temporal Governance in Research Institutions (unpublished manuscript) (on file with the University of Colorado Law School).
• See Colo. Rev. Stat. § 24-34-104 (2024); J.W. Drury, Sunset Laws – A New Type of Legislative Oversight?, 14 St. & Loc. Gov. Rev. 107 (1982); see also Dan R. Price, Sunset Legislation in the United States, 30 Baylor L. Rev. 401 (1978); Andrew A. Schwartz, Sunset in the Administrative State (Oct. 4, 2025) (unpublished manuscript) (on file with the University of Colorado Law School).
• See Andrew A. Schwartz, The Perpetual Corporation, 80 Geo. Wash. L. Rev. 764 (2012); see also Andrew A. Schwartz, Corporate Legacy, 5 Harv. Bus. L. Rev. 237 (2015); Andrew A. Schwartz, The Corporate Preference for Trade Secret, 74 Ohio St. L. J. 623 (2013).
• See Schwartz, Finite Ventures, supra note 3, at 667–81 (mapping the logic and tradeoffs of limited-life entities); Schwartz, Foundation Duration, supra note 10 (on perpetual and limited-life philanthropic foundations); Schwartz, Sunset in the Administrative State, supra note 12 (on finite government agencies); see also Schwartz, Finite Science: Temporal Governance in Research Institutions, supra note 11.
• See Schwartz, Finite Ventures, supra note 3, at 668–71; see also Rodriques & Marblestone, supra note 11 (“FROs should be expressly time-bound and outcome driven in order to prevent mission creep and organizational aging.”); cf. Schwartz, The Perpetual Corporation, supra note 13, at 808–10 (recognizing that perpetual life exacerbates agency costs).
• See infra notes 81–84.
• Schwartz, The Perpetual Corporation, supra note 13, at 766.
• Del. Code Ann. tit. 8, § 102(b)(5) (2025).
• See, e.g., 805 Ill. Comp. Stat. § 3.10(a) (2024) (establishing the right to “perpetual succession”); Colo. Rev. Stat. § 7-103-102 (2020) (same).
• Schwartz, The Perpetual Corporation, supra note 13, at 777–83.
• In re Trados Inc. S’holder Litig., 73 A.3d 17, 37 (Del. Ch. 2013) (“A Delaware corporation, by default, has a perpetual existence . . . . In terms of the standard of conduct, the duty of loyalty therefore mandates that directors maximize the value of the corporation over the long-term . . . , as warranted for an entity with perpetual life . . . .”) (citing, inter alia, Schwartz, The Perpetual Corporation, supra note 13, at 777–83); Schwartz, The Perpetual Corporation, supra note 13, at 777 (contending that “the long-term orientation of the corporation derives directly from the perpetual existence endowed on it by statute and charter”).
• Del. Code Ann. tit. 8, § 122(1) (2024) (corporations have the power of “perpetual succession . . . unless a limited period of duration is stated in its certificate of incorporation”); Colo. Rev. Stat. § 7-103-102(1) (2020) (“every corporation has perpetual duration” “[u]nless otherwise provided in the articles of incorporation”); N.Y. Bus. Corp. § 402(a)(9) (2023) (a certificate of incorporation “shall set forth [t]he duration of the corporation if other than perpetual”).
• See, e.g., Institutional Limited Partners Association, The ILPA Model Limited Partnership Agreement § 18.1 (2020) (“Term. The term of the Fund . . . shall continue . . . until the [tenth] anniversary of the Initial Closing Date . . . .”) (“[tenth]” in original).
• E.g., Trs. of Dartmouth Coll. v. Woodward, 17 U.S. 518, 636 (1819) (“A corporation is an artificial being [that] possesses only those properties which the charter of its creation confers upon it, either expressly, or as incidental to its very existence. These are such as are supposed best calculated to effect the object for which it was created. Among the most important [is] immortality . . . .”); 1 William Blackstone, Commentaries *468; Henry Sumner Maine, Ancient Law 181 (Henry Holt & Co. 4th ed. 1960) (1861); Schwartz, The Perpetual Corporation,supra note 13, at 773-77 (describing perpetual existence as a “defining attribute of the corporation”); D.E. Brown, Corporations and Social Classification, 15 Current Anthropology 29, 29 (1974). But cf. Frank Easterbrook & Daniel Fischel, The Economic Structure of Corporate Law 11 (1991) (downplaying the importance of perpetual existence).
• Paul Gompers & Josh Lerner, The Venture Capital Cycle 21–23 (2d ed. 2004) (describing the ten-year limited partnership structure, noting that one- or two-year extensions are often contemplated).
• Tom Baker, Uncertainty > Risk: Lessons for Legal Thought from the Insurance Runoff Market, 62 B.C. L. Rev. 59, 70–71 (2021) (explaining Lloyd’s three-year accounting system and syndicate cycle).
• Adolf A. Berle, Jr. & Gardiner C. Means, The Modern Corporation and Private Property 6 (1933).
• Schwartz, The Perpetual Corporation, supra note 13; Andrew A. Schwartz, Mandatory Disclosure in Primary Markets, 5 Utah L. Rev. 1069, 1071 (2019).
• Gompers & Lerner, supra note 25, at 174–76 (explaining reputational discipline imposed by finite fund terms).
• Schwartz, Finite Ventures, supra note 3, at 674–75.
• Schwartz, The Perpetual Corporation, supra note 13, at 777–83; accordIn re Trados, 73 A.3d at 37 (Del. Ch. 2013).
• Schwartz, Finite Ventures, supra note 3, at 665–66.
• Schwartz, The Perpetual Corporation,supra note 13, at 791–801.
• John C. Coffee, Jr., Reforming the Securities Class Action: An Essay on Deterrence and Its Implementation, 106 Colum. L. Rev. 1534, 1586 n.79 (2006).
• Eric A. Posner, Law and Social Norms 13–21 (2000).
• Schwartz, Finite Ventures, supra note 3, at 680–81.
• Schwartz, Foundation Duration, supra note 10 (discussing the urgency versus continuity dilemma in the context of philanthropic foundations).
• Schwartz, Finite Ventures,supra note 3, at 673–81 (developing typology of factors favoring finite vs. perpetual life).
• Id.
• Id.
• Delman v. GigAcquisitions3, LLC, 288 A.3d 692, 701 (Del. Ch. 2023) (“SPAC structures have become largely standardized.”).
• Special Purpose Acquisition Companies, Shell Companies, and Projections, 89 Fed. Reg. at 14264 (noting requirement that at least 90% of proceeds be held in trust).
• In re MultiPlan Corp. S’holders Litig., 268 A.3d 784, 794 (Del. Ch. 2022).
• NYSE Listed Company Manual § 102.06 (2025); Nasdaq IM-5101-2 (2010).
• Delman, 288 A.3d at 701 (“SPAC structures have become largely standardized. [T]he SPAC’s charter sets a fixed period—generally between 18 and 24 months—to complete a de-SPAC transaction [and] must liquidate if it fails to merge within that window.”); In re MultiPlan, 268 A.3d at 794 (observing that a “completion window” of “24 months after the IPO” is the “market standard”); Usha Rodrigues & Michael Stegemoller, The SPAC Market, 100 Wash. U. L. Rev. 1759, 1766 (2023) (empirical analysis reporting an average of 22.5 months and a median of 24 months).
• In re MultiPlan, 268 A.3d at 794.
• John C. Coates, SPAC Law and Myths, 78 Bus. Law. 371, 374–75 (2023).
• Klausner et al.,supra note 4.
• Rodrigues & Stegemoller, supra note 45.
• Id.
• David A. Riemer, SPAC and SPAN, or Blank Check Redux?, 85 Wash. U. L. Rev. 931, 962–63 (2007).
• Amanda M. Rose, SPAC Mergers, IPOs, and the PSLRA’s Safe Harbor: Unpacking Claims of Regulatory Arbitrage, 64 Wm. & Mary L. Rev. 1757, 1761 (2023).
• Id. at 1762.
• Special Purpose Acquisition Companies, Shell Companies, and Projections, 89 Fed. Reg. at 14162 (observing that “SPAC IPOs represent a significant share of the U.S. IPO market in recent years”).
• One factor identified in Part I.D.—assets limited in life—is inapplicable: SPAC trust assets are short-term Treasuries, not expiring patents or insurance cycles. This Section accordingly ignores that factor and focuses on the other four.
• Coates, supra note 47; Emily Strauss, Suing SPACs, 96 S. Cal. L. Rev. 553, 555–56 (2023) (“De-SPAC transactions are conducted on tight timelines by management who will lose everything if the merger does not close. They may settle for subpar targets or terms, skimp on diligence, or even engage in outright fraud rather than risk losing a deal and returning all the IPO proceeds to the shareholders.”).
• In re MultiPlan, 268 A.3d at 792.
• Delman, 288 A.3d at 717–18.
• Solak, No. 2023-0469-SG, 2024 WL 4524682, at *1.
• Riemer, supra note 51, at 963 (“Because SPACs operate within this strictly defined time limit, investors can commit their funds with confidence that they will know the result of their investment, for better or for worse, within two years.”).
• Klausner et al., supra note 4, at 240–43 (documenting poor post-merger returns and sponsor incentives near expiration).
• Rose, supra note 52, at 1787–89.
• Rodrigues & Stegemoller, supra note 45, at 1766–67.
• Special Purpose Acquisition Companies, Shell Companies, and Projections, 89 Fed. Reg. at 14160.
• Riemer, supra note 51, at 950; cf. Klausner et al., supra note 4, at 237 (“Under the SPAC’s charter and the terms of the trust, cash in the trust can be used only to (a) acquire a company, (b) contribute to the capital of the company formed by the SPAC’s merger, (c) distribute to shareholders in liquidation if the SPAC fails to consummate a merger, or (d) redeem shares, as discussed below.”).
• Klausner et al., supra note 4, at 237 (“The proceeds of a SPAC’s IPO are placed in trust and invested in Treasury notes.”); see also Riemer, supra note 51, at 953 n.153 (“SPAC proceeds are invested in funds that ensure that the company is not deemed to be an ‘investment company’ under the Investment Company Act of 1940. Namely, this allows investment in Treasury Bills with maturities of less than 180 days. A short maturity also guarantees that the securities will be convertible into cash within a short timeframe should the SPAC liquidate or complete a combination.”) (internal citations omitted).
• NYSE Listed Company Manual § 102.06 (2025); Nasdaq IM-5101-2 (2010).
• See Klausner et al., supra note 4.
• See Margaret M. Blair, Locking in Capital: What Corporate Law Achieved for Business Organizers in the Nineteenth Century, 51 UCLA L. Rev. 387, 387–88 (2003).
• Riemer, supra note 51, at 960.
• In re MultiPlan, 268 A.3d at 802–03.
• See Delman, 288 A.3d at 717–18; Solak, No. 2023-0469-SG, 2024 WL 4524682, at *8.
• 17 C.F.R. § 229.1604 (2025); see Special Purpose Acquisition Companies, Shell Companies, and Projections, 89 Fed. Reg. at 14184.
• Riemer, supra note 51, at 963.
• See infra Part III.C.
• Gompers & Lerner, supra note 25, at 21–23, 174–76.
• See supra Part II.A.
• SeeA Guide to Closed-End Funds, Investment Company Institute (Apr. 28, 2025), https://perma.cc/M476-2AZE.
• See Turnover Ratios and How to Compute Them, Institute of Business & Finance, https://perma.cc/W65E-F8V7 (last visited Mar. 29, 2026); What Are Evergreen Funds?, Hamilton Lane, https://perma.cc/7EWS-S9MB (last visited Mar. 29, 2026).
• No. 2023-0469-SG, 2024 WL 4524682, at *1.
• Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing of Proposed Rule Change To Amend Section 102.06 of the NYSE Listed Company Manual To Provide That a Special Purpose Acquisition Company Can Remain Listed Until Forty-Two Months From Its Original Listing Date if It Has Entered Into a Definitive Agreement With Respect to a Business Combination Within Three Years of Listing, 89 Fed. Reg. 25291 (Apr. 10, 2024).
• Letter from Jeffrey P. Mahoney to the Secretary of the Securities and Exchange Commission (July 18, 2024) (on file with the Council of Institutional Investors).
• Comments on NYSE Rulemaking, U.S. Sec. Exch. Comm’n, https://perma.cc/U7PD-82V2 (last visited Mar. 29, 2026).
• Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Withdrawal of a Proposed Rule Change to Amend Section 102.06 of the NYSE Listed Company Manual to Provide That a Special Purpose Acquisition Company Can Remain Listed Until Forty-Two Months From Its Original Listing Date if It Has Entered Into a Definitive Agreement With Respect to a Business Combination Within Three Years of Listing, 89 Fed. Reg. 78949, 78949–50 (Sept. 26, 2024).
• Crystal Kim, Serial SPAC Sponsors Hunt Bigger Game, Draw Greater Confidence, Bloomberg (Sept. 21, 2020, 10:23 AM), https://www.bloomberg.com/news/articles/2020-09-21/serial-spac-sponsors-hunt-bigger-game-draw-greater-confidence/.
• Jerry K. C. Koh & Victoria Leong, Spotlight on SPACs: Key Trends and Issues, 22 Bus. L. Int’l 279, 302 (2021) (“In the US, it is not uncommon to see sponsors establish and back a series of SPACs. Indeed, the expertise and reputation of the sponsor are often key to the success of a SPAC.”).
• Examples of serial sponsors include Chamath Palihapitiya, Michael Klein, and Bill Foley. Kim, supra note 85; see alsoDelman, 288 A.3d at 703 (“Avi Katz is a ‘serial founder of SPACs’”).
• Michael Klausner & Michael Ohlrogge, Was the SPAC Crash Predictable?, 40 Yale J. Reg. Bull. 101, 117 n.49 (2023).
• Cf. Usha Rodrigues & Mike Stegemoller, Exit, Voice, and Reputation: The Evolution of SPACs, 37 Del. J. Corp. L. 849, 903 (2013) (“In their brief history, SPACs have been organized so close on each others’ heels that the reputational value seems limited.”).
• Minmo Gahng et al., SPACs, 36 Rev. Fin. Stud. 3463, 3467 (2023) (finding that “the late timing of the deals (i.e., toward the deadline)” is associated with lower returns); Lora Dimitrova, Perverse Incentives of Special Purpose Acquisition Companies, the “Poor Man’s Private Equity Funds”, 63 J. Acct’g & Econ. 99, 99 (2017) (SPAC “performance is worse when deals are completed just before the contractually specified deadline for a SPAC acquisition. This finding suggests that, as the deadline approaches, SPAC managers become desperate to do any acquisition, even a bad one, to avoid missing the deadline and having to liquidate the SPAC.”).
• The Eagles, Hotel California, on Hotel California (Asylum Records, 1977) (“Welcome to the Hotel California . . . You can check out any time you like / But you can never leave”).
• Cf. Usha R. Rodrigues & Michael Stegemoller, Inequity in Equities: SPACs and the Expansion of the Retail Market, 49 BYU L. Rev. 1395, 1418 (2024) (“SPAC organizers basically offer this promise to their shareholders: ‘Give us your money for a limited time and we’ll search for a target. Once we find one, you can stay with us or get your money back. And if we don’t find a target, you get your money back then, too.’”).