Definitive Agreement

The definitive agreement (DA) is the legally binding contract that commits the SPAC and the target to a business combination. It supersedes any prior letter of intent and contains the full, negotiated terms of the deal. Signing the DA triggers the SPAC's public disclosure obligations: the SPAC must file an 8-K with the SEC within four business days, and the deal enters its public phase.

Key components of a SPAC definitive agreement include the merger consideration (how many shares the target's owners receive), any earnout provisions, representations and warranties from both parties, covenants governing conduct between signing and closing, closing conditions (including minimum cash thresholds and required regulatory approvals), and termination provisions (circumstances under which either party can walk away, and any breakup fees).

The DA filing is one of the most significant events in a SPAC's lifecycle for market participants. It reveals the target company's identity, the proposed valuation, and the deal structure — information that drives immediate repricing of the SPAC's shares, warrants, and rights. SPAC shares often trade significantly above or below trust value after a DA announcement, depending on market perception of the target's quality and valuation.

Between DA signing and closing, the SPAC files its S-4 or proxy statement, the SEC conducts its review, PIPE subscriptions are finalized, and the shareholder vote is scheduled. The typical timeline from DA to closing is 3–6 months, though SEC review cycles and complex deal structures can extend this significantly. SpacDesk tracks every DA announcement with filing dates, target details, and deal terms extracted from the 8-K and subsequent S-4.