Syllabus fit. Fits a week on going public and dilution: SPAC mechanics, PIPE financing, and how redemption rights change the cash a negotiated valuation actually delivers.
Learning goal. After the reading and discussion, students can trace a de-SPAC from signing to closing, separate the negotiated price from the cash that arrives, and name which figures only a registration statement can supply.
Assigned materials
# | Material | Link | Focus |
|---|---|---|---|
1 | Cap Table Teardown #4: Agility Robotics, when a SPAC's trust walks out the door | Signing vs post-redemption proceeds; the four-step SPAC mechanic; what remains undisclosed before the vote | |
2 | Cap Table Teardown #3: Inflection AI (optional contrast) | An exit path with no listing and no stock purchase | |
3 | Agility / Churchill XI Form S-4/A (optional, advanced) | Redemption scenarios and dilution tables |
Instructor note. Assign (1) as required reading. Use (3) only for courses that already cover pro forma ownership tables; send students to the dilution and redemption-scenario sections rather than the full document. The vote was scheduled for Nov 2 and closing for Nov 4, so ask students to check the outcome in a later SEC filing before class and to note what changed.
Primary-source habit (this week)
Read the signing-day number and the closing-day number side by side, and never quote the first as if it were the second. A merger release states proceeds "assuming no redemptions." The figure that matters arrives in a post-deadline release or 8-K. When students cite SPAC proceeds, they should give the date and the filing, and say whether the amount is gross or net of expenses.
Discussion prompts
Term sheets / investor rights. The public holder can vote for the deal and still redeem. What does that combination do to the vote as a signal? Compare it with protective provisions a preferred-stock investor might hold in a private round: which gives the holder more real power over price?
Valuation. The pre-money value was negotiated privately, and public holders could only accept it or take back trust value. Using the Teardown's revenue and order disclosures, ask what the redemption level suggests about how the market judged the price. What evidence would you need before treating redemptions as a valuation verdict rather than a liquidity choice?
Dilution. Which ownership figures cannot be computed from the press releases, and why do they shift with redemptions? Students using the S-4 should identify where sponsor shares sit in the pro forma tables.
Strategic co-investors / governance. The PIPE lead is also a manufacturing partner, and other investors are customers or technology partners. When strategic money backstops a listing, what side agreements would a diligent public investor ask about, and where would they expect them to be disclosed?
Comparative design (if Teardown #3 is also assigned). Inflection's holders got value without a listing; Agility's holders roll equity under a lockup. Which structure gave existing investors earlier liquidity, and which gave outsiders more information?
Optional seminar close
Five minutes: have students write the three lines they would add to an IC memo on the morning of the vote: one confirmed fact, one company-reported claim to label as such, and one figure they would leave blank until the closing 8-K.
Not investment advice. The AI Cap Table is published for information only and is not investment, legal, or tax advice. Nothing herein is an offer or solicitation to buy or sell any security. Figures belong in the linked Cap Table Teardown and its cited primaries; this pack is an assignment frame only. Conduct independent diligence and consult qualified advisers before any investment decision.
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