The incentives are misaligned with SPACs.

If I gave you $1 billion and said:

1. buy a company within 2 years and keep 20% of the equity of that company for yourself. You do not need to hold that equity for the long term. You can sell that 20% equity immediately and pocket the proceeds.

2. do not buy a company within 2 years and return the $1 billion to me with interest.

If you had to choose between buying a trashy company and pocketing $200 million or returning me the $1 billion and pocketing nothing, which would you choose?