The Underwriter Cartel: $8 Billion in Fees, Zero Accountability
Five banks dominated SPAC underwriting between 2019 and 2023: Goldman Sachs, Credit Suisse, Deutsche Bank, Citigroup, and Cantor Fitzgerald. Together they collected over $8 billion in underwriting fees — a 5.5% cut of every dollar raised — while bearing zero risk. When the companies they underwrote went bankrupt, the banks kept every cent. This is the exposed track record of each institution.
The Fee Structure: Getting Paid Twice
SPAC underwriting fees are uniquely lucrative because they're split into two tranches. Banks collect 2% of the IPO proceeds upfront (the "cash fee") and another 3.5% is deferred until the de-SPAC merger closes (the "deferred fee"). The deferred fee was pitched as alignment — banks only get paid if the deal closes. In practice, banks pressured sponsors to close anydeal rather than forfeit millions in deferred fees. Quality didn't matter; closing did.
| Bank | SPACs Underwritten | Total Fees Earned | Bankruptcies Underwritten | Bankruptcy Rate |
|---|---|---|---|---|
| Goldman Sachs | 72 | $1.8B | 8 | 11% |
| Credit Suisse | 68 | $1.6B | 11 | 16% |
| Citigroup | 85 | $1.9B | 9 | 11% |
| Deutsche Bank | 54 | $1.2B | 7 | 13% |
| Cantor Fitzgerald | 110 | $1.7B | 14 | 13% |
Credit Suisse's SPAC legacy: Before its own collapse and forced sale to UBS in 2023, Credit Suisse underwrote 68 SPACs. Of those, 11 target companies have filed for bankruptcy and 34 trade below $2. The bank earned $1.6B in fees from a portfolio of companies that collectively destroyed over $18B in shareholder value.
Cantor Fitzgerald: The Volume King
While Goldman and Citi grabbed the marquee deals, Cantor Fitzgerald quietly became the most prolific SPAC underwriter by volume. The mid-tier bank underwrote over 110 SPACs — more than any other institution — often taking on smaller, riskier deals that the bulge-bracket banks passed on. Cantor's SPAC portfolio had the highest absolute number of bankruptcies (14) and delistings (28) of any underwriter.
Cantor's strategy was pure volume: collect $10-20M in fees per deal across 110+ deals, with no downside if the companies imploded. For Cantor, SPAC underwriting generated an estimated $1.7 billion in total revenue — a transformative sum for a firm of its size.
The Deferred Fee Pressure Cooker
The deferred fee mechanism created a perverse incentive that corrupted the entire deal pipeline. A bank with $50M in deferred fees hanging on a SPAC merger closing had every reason to push the deal through — even if the target was overvalued, the projections were fantasy, and redemptions would gut the trust. Some banks informally pressured sponsors to accept subpar targets rather than liquidate and forfeit the deferred fee.
The waived fee trick:In 2022-2023, as SPAC mergers grew desperate, some banks "waived" their deferred fees to help deals close — earning PR as team players. But they'd already collected the 2% upfront fee and often received advisory fees for the merger itself. The "waived" fee was a marketing move, not a sacrifice.
Bank-by-Bank Performance Scorecard
| Bank | Avg. 1-Year Return (De-SPACs) | Deals Below $1 | Total Shareholder Losses |
|---|---|---|---|
| Goldman Sachs | -52% | 12 | $14.2B |
| Credit Suisse | -61% | 18 | $18.6B |
| Citigroup | -48% | 14 | $16.1B |
| Deutsche Bank | -55% | 10 | $9.8B |
| Cantor Fitzgerald | -64% | 28 | $12.4B |
No Consequences, No Reforms
Despite underwriting companies that collectively destroyed over $70 billion in shareholder value, no bank has faced regulatory action for its SPAC underwriting practices. The SEC's 2024 SPAC rules imposed new disclosure requirements but stopped short of holding underwriters liable for the projections in de-SPAC proxies. Banks continue to underwrite SPACs today, albeit at lower volumes, with the same fee structure intact.
The full bank fee analysisshows this wasn't incompetence — it was a business model. Banks identified SPACs as a fee machine with zero downside risk and ran it until the market collapsed. They'll do it again if conditions allow.
The bottom line:Wall Street banks earned $8.2 billion underwriting SPACs. The companies they underwrote destroyed over $70 billion in shareholder value. That's a -8.5x ratio of destruction to fees. And the banks kept every penny.
Fee data from SPAC Research, SEC filings, Dealogic league tables. Bankruptcy tracking via SPACGraveyard database. Updated March 2026.