Accordingly, the new rules more closely align the financial statement reporting requirements in business combinations involving a shell company and a private operating company with those in traditional IPOs. #SECuritiesLawBlog #SEC #SPAC #ALCLAW

As the SEC indicates throughout its new SPAC rule release, the disclosures to the market and investors should not differ based on the method a company uses to go public. #SECuritiesLawBlog #SEC #SPAC #ALCLAW

Historically, the financial statement requirements were different for an S-1/F-1 that would be used in an IPO than for an S-4/F-4 that would be used for a business combination. The new SPAC rules align the financial statement requirements. #SECuritiesLawBlog #SEC #SPAC #ALCLAW

In other words, the private operating company becomes the predecessor for purposes of financial reporting, including the prior year look back periods. #SECuritiesLawBlog #SEC #SPAC #SECuritiesLawBlog

After a business combination involving a shell company, the financial statements of the private operating company become those of the public reporting company for financial reporting purposes. #SECuritiesLawBlog #SEC #SPAC #SECuritiesLawBlog

Section 3(a)(9) exempts any securities exchange by an issuer with its existing security holders exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange. #SECuritiesLawBlog #SEC #SPAC #ALCLAW

SEC Adopts Final Rules On SPACs, Shell Companies And The Use Of Projections – Part 9- securities-law-blog.com/2024/04/23/sec…… #SECuritiesLawBlog #SEC #SPAC #ALCLAW

SEC Adopts Final Rules On SPACs, Shell Companies And The Use Of Projections – Part 9- securities-law-blog.com/2024/04/23/sec… #SECuritiesLawBlog #SEC #SPAC #ALCLAW

both accredited and non-accredited investors, the identities of which are unknown. #SECuritiesLawBlog #SEC #SPAC #ALCLAW

There are very few offering exemptions that allow for sales to both accredited and non-accredited investors, none of which would be available for a publicly traded company with shares in the DTC system comprised of…#SECuritiesLawBlog #SEC #SPAC #ALCLAW

In a de-SPAC distribution, a statutory underwriter would be someone who is selling for the issuer or participating in the distribution of securities in the combined company to the SPAC’s investors and the broader public. #SECuritiesLawBlog #SEC #SPAC #ALCLAW

Section 11 would apply as it would to anyone acting as underwriter with respect to a registered de-SPAC transaction, and such person will have liability for any material misstatement or omission in the registration statement. #SECuritiesLawBlog #SEC #SPAC #ALCLAW

Such an underwriter could be any person involved in these functions, regardless of whether they are named as an underwriter in any given offering or engaged in typical capital raising activities. #SECuritiesLawBlog #SEC #SPAC #ALCLAW

In a de-SPAC distribution, a statutory underwriter would be someone who is selling for the issuer or participating in the distribution of securities in the combined company to the SPAC’s investors and the broader public. #SECuritiesLawBlog #SEC #SPAC #ALCLAW.

Smaller reporting companies are a category of registrants that are eligible for scaled disclosure requirements in Regulation S-K and Regulation S-X and in various forms under the Securities Act and the Exchange Act. #SECuritiesLawBlog #SEC #SPAC #ALCLAW

SEC Adopts Final Rules On SPACS, Shell Companies And The Use Of Projections – Part 8- securities-law-blog.com/2024/04/16/sec…… #SECuritiesLawBlog #SEC #SPAC #ALCLAW

New Item 1610 requires SPACs to tag all information disclosed pursuant to Subpart 1600 using inline XBRL. #SECuritiesLawBlog #SEC #SPAC #ALCLAW

SEC Adopts Final Rules On SPACS, Shell Companies And The Use Of Projections – Part 8- securities-law-blog.com/2024/04/16/sec… #SECuritiesLawBlog #SEC #SPAC #ALCLAW

New Item 1610 requires SPACs to tag all information disclosed pursuant to Subpart 1600 using inline XBRL. #SECuritiesLawBlog #SEC #SPAC #ALCLAW

Item 1608 also requires specific disclosures about redemptions and extensions of time when a Schedule TO is used in a de-SPAC transaction. #SECuritiesLawBlog #SEC #SPAC #ALCLAW