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ARTICLE · 24 SEPTEMBER 2020

SEC Staff Guidance On SPACs

Mayer Brown
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Given the proliferation of SPAC IPOs and de-SPACing transactions, and the complexity of the SEC rules related to former shell companies, like SPACs, it is no surprise that practitioners have encountered difficulties in navigating a number of the applicable rules.

United StatesCorporate/Commercial Law
Anna T. Pinedo
Anna T. Pinedo
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Given the proliferation of SPAC IPOs (about which we have previously posted) and de-SPACing transactions, and the complexity of the SEC rules related to former shell companies, like SPACs, it is no surprise that practitioners have encountered difficulties in navigating a number of the applicable rules. One of the most important concerns for both SPAC sponsors and the target and its shareholders relates to the availability to the former SPAC following completion of the de-SPACing transaction of a shelf registration statement. Historically, there has been some inconsistency in approach. Earlier in the week, the Staff of the Securities and Exchange Commission's Division of Corporation Finance provided clear, albeit not favorable, guidance in the form of a Compliance & Disclosure Interpretation, which we have reprinted below in its entirety for ease of reference.

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