- sponsors create a spac selling shares+warrants for, say, $10
- they have two years to merge with a company
- when the merger is sorted, shareholders can choose either (a) to get their money back + 3%, (b) to get their share in the resulting company and discard their warrant, or (c) to get their share and exercise their warrant to buy another share at some potentially good price
- the sponsors get 20% of the pre-warrant equity in the spac’s investment. I think they might have a long lock-out period before they can sell too
- if no merger happens, investors get back their money with interest.
So maybe I don’t understand what you mean, or maybe I don’t understand what a spac is, but isn’t it bad for the sponsors if the shareholders don’t like the merger? Maybe it’s more subtle and it is a lot worse than coming up with a good merger but still better than not doing the spac at all.