SEC Clarifies SPAC Eligibility For Short-Form Registration

In September 2020, the U.S. Securities and Exchange Commission (SEC) attempted to clarify the extent to which a special purpose acquisition company (SPAC) can use the short-form Form S-3 to register securities after completing the acquisition of one or more private operating companies. The SEC's new Securities Act Forms Compliance and Disclosure Interpretation (C&DI), Question 115.18, may be found here.

The SEC's forms for abbreviated registration, Forms S-3 and F-3, are attractive to registrants that effect public offerings. They are shorter documents that are quicker and less costly to prepare and file, and can incorporate by reference many of the disclosures in the registrant's periodic Exchange Act filings. In addition, a short-form registration statement is generally more likely to be selected for review by the SEC staff than a long-form registration statement, such as Form S-1 or Form F-1.¹ A SPAC will often seek to file a registration statement after