What changed
A key quirk here: initial shareholders will own 20% of the company right after the offering. That’s meaningful dilution for public holders from day one.
Voting rights are tilted. If a deal goes to a vote, insiders have agreed to vote in favor regardless of how public shareholders vote — and some deals can close without any public vote.
Bottom line: the structure heavily favors the sponsor and insiders. Public investors are backing the team and timeline, not getting much say on the eventual target.