I think spawn is the most overrated character in comics. He is in a universe where he fights randoms. That being said this is a good fight where I think they can't put each other down. Are they both considered herald level characters?
Ghost Rider kills Spawn because of something that people forget, Zarathos is an angel turned into a demon. So Ghost Riders chain counts as an Angelic Weapon (this was confirmed when Ghost Rider's chain was used against him, it damaged him cuz its an Angelic Weapon), which Spawn is weak too (being beheaded by holy weapons.) Ghost Rider has shown that he can spin it so fast it can cut so he can behead Spawn, (he would know that he can read minds limited with the penance stare, as in the movie at least he can hear dialogue in the penance stare. In at least one of his fights I assume someone has said something along the lines of "I will kill you, I have a holy weapon.") Also, the penance stare would work on Spawn as he does have a soul as he is a modified human, and it will work as Spawn DOES regret kills on his name from before his Spawn days, as he had knowingly killed innocents and expressed his discontent about it. Also, it is known that Ghost Rider cannot be killed by anything other than the true God, which Spawn is not.
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