On January 24, 2024, the U.S. Securities and Exchange Commission (SEC) adopted final rules (the “Final Rules”) related to special purpose acquisition companies (spacs) and de-SPAC transactions.[1] The Final Rules are intended to provide enhanced protections for investors in the initial public offerings (ipos) of SPACs and the subsequent business combination transactions of SPACs with private operating companies (“de-SPAC transactions”). By expanding the disclosure requirements for spac ipos (on registration statement Forms S-1 and F-1) and de-SPAC transactions (on registration statement Forms S-4 and F-4), subjecting participants in deSPAC transactions to Securities Act liability, and enhancing disclosure related to financial projections, among other things, the Final Rules aim to align the regulatory requirements for de-SPAC transactions more closely with the regulatory requirements for traditional IPOs.
Source: SEC Adopts Final Rules Related to SPAC IPOs and DeSPAC Transactions