On July 1, 2024, the U.S. Securities and Exchange Commission (SEC) issued updated guidance regarding the voluntary submission of draft registration statements for nonpublic review by the agency. Notably, the SEC included the following new guidance about the confidential submission process for de-SPAC transactions:
- For confidential submissions, the primary registrant should submit the draft registration statement without the co-registrant’s CIK and related submission information. Note that the draft registration statement should still contain the information required by the applicable registration statement form, including required information about the target company.
- For public submissions, the primary registrant should add the co-registrant’s CIK and related submission information in EDGAR.
- Co-registrants do not need to separately submit the draft registration statements or related correspondence in EDGAR.
See Question 19 of the SEC's Voluntary Submission of Draft Registration Statements - FAQs.
EDGAR does not currently allow the entry of a co-registrant on draft registration statement submissions...Therefore, the primary registrant should submit the draft registration statement without the co-registrant’s CIK and related submission information...Co-registrants do not need to separately submit the draft registration statements or related correspondence in EDGAR since the primary registrant’s reporting history will include all draft registration statement submissions and related correspondence.
www.sec.gov/...
