Proxy Vote

The proxy vote is the democratic checkpoint in the SPAC process. Before a business combination can close, the SPAC must hold a special meeting of shareholders to vote on the proposed transaction. Public shareholders cast their votes either in person or by proxy (typically online or by mail), and the meeting requires a quorum — usually a majority of outstanding shares represented.

Most SPAC charters require a simple majority of votes cast to approve the business combination, though some require a higher threshold (such as a majority of all outstanding shares, not just those voting). The vote is binary: approve the deal as presented, or reject it. If the vote fails, the SPAC must either find a new target or begin liquidation proceedings.

Crucially, the redemption decision is separate from the vote. A shareholder can vote in favor of the deal and still redeem their shares, or vote against it and choose not to redeem. This separation exists because redemption is a contractual right under the SPAC's charter, not a function of the vote outcome. In practice, the vast majority of redeeming shareholders are arbitrage funds who exit regardless of how they vote.

The proxy statement (DEFM14A) is the disclosure document that accompanies the vote solicitation. It contains all material information about the target, the deal terms, the sponsor's interests, and the financial projections — essentially the same content as an S-4 but used when no new securities registration is required. SpacDesk tracks proxy vote outcomes, redemption rates, and voting results for every covered SPAC.