SpacDeskLockup
A contractual restriction preventing insiders — typically the sponsor, directors, officers, and PIPE investors — from selling their shares for a specified period after the de-SPAC closing, usually 6 to 12 months or until a stock-price threshold is met.
Lockup agreements are a standard feature of SPAC mergers, designed to align insiders' incentives with the post-merger stock price and prevent a wave of insider selling immediately after closing. The specific terms are disclosed in the merger proxy (DEFM14A) or registration statement (S-4) and vary by holder cohort.
Typical lockup structures include:
Sponsor / founder shares
12 months from closing, or earlier if the stock trades above a price hurdle (often $12.00) for 20 out of 30 consecutive trading days. Some deals use a two-tranche structure with 50% of shares releasing at 6 months and 50% at 12 months.
PIPE investors
6 months from closing, or upon effectiveness of the resale registration statement — whichever is later. In practice, most PIPE lockups lift within 3–6 months.
Target company shareholders
Terms mirror the sponsor lockup or are negotiated separately. Key employees may have longer lockups tied to continued employment.
Lockup expiration is a significant catalyst for post-de-SPAC stock performance, as the sudden increase in freely tradable shares can create selling pressure. Institutional investors track lockup schedules to anticipate supply events.
SpacDesk extracts lockup terms from merger proxy filings and tracks expiration dates, holder cohorts, price hurdles, and observation windows for every covered de-SPAC.
Data sourced from SEC EDGAR filings. Example SPACs are drawn from the SpacDesk universe and selected to illustrate this concept. Definitions reflect standard SPAC structures; individual deals may vary.