Happy new year! To complete the year- and term-end surge, just
before Christmas, the Corp Fin staff issued
CF Disclosure Guidance: Topic No. 11 regarding disclosure
considerations for special purpose acquisition companies in
connection with their IPOs and subsequent business combinations,
often referred to as de-SPAC transactions. As usual, the staff
provides some great questions to consider when crafting
disclosure.
Very loosely, SPACs are companies with no real operations formed
for the purpose of raising capital in an IPO and placing the
offering proceeds into a trust or escrow account to be used to
acquire an operating company. Essentially, they act as vehicles for
the acquired operating companies to go public through the de-SPAC
acquisition transactions.
