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Disclosure Requirements Initial Public Offering (IPO) PSLRA

Mintz - Securities & Capital Markets...

Recent SEC Rules and Guidance Impose New Obligations on SPACs and Reverse Mergers

On January 24, 2024, the US Securities and Exchange Commission (SEC) adopted final rules relating to special purpose acquisition companies (SPACs) and other shell companies. The new rules are effective on July 1, 2024....more

Pillsbury Winthrop Shaw Pittman LLP

SEC Adopts Long-Anticipated Rules for SPACs: Considerations for Market Participants and SEC Enforcement Objectives in the New...

The rules, originally proposed in March 2022, realign disclosures, marketing practices and other obligations in de-SPAC transactions more closely with traditional IPOs and add increased risk and uncertainty for market...more

Holland & Knight LLP

A Summary and Early Analysis of SEC Final SPAC Rules

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By vote of 3 to 2, the U.S. Securities and Exchange Commission (SEC or Commission) on Jan. 24, 2024, adopted new rules and amendments (SPAC Rules) pertaining to special purpose acquisition companies (SPACs), with the stated...more

Latham & Watkins LLP

SEC Adopts Rules and Guidance on SPACs

Latham & Watkins LLP on

On January 24, 2024, the SEC adopted rules and guidance to impose a variety of new requirements on SPACs. The effective date of the rules is 125 days after publication in the Federal Register, an unpredictable process that...more

Vinson & Elkins LLP

SEC Approves Final SPAC Rules

Vinson & Elkins LLP on

On January 24, 2024, the U.S. Securities and Exchange Commission (“SEC”) approved final rules relating to special purpose acquisition companies (“SPACs”). The final rules follow the SEC’s issuance of proposed rules on March...more

Vinson & Elkins LLP

SEC's Proposed SPAC Rules: A Closer Look at the Proposed Rules

Vinson & Elkins LLP on

On March 30, 2022, the commissioners of the Securities and Exchange Commission (“SEC”) approved much-anticipated proposed rules relating to special purpose acquisition companies (“SPACs”). ...more

Pillsbury Winthrop Shaw Pittman LLP

SEC Releases Proposed Rules Targeting SPACs, Shell Companies and De-SPAC Transactions

Rule proposals, if adopted, would more closely align de-SPAC mergers with traditional IPOs with respect to disclosure requirements, marketing practices, and gatekeeper obligations. Proposed Rules would significantly...more

Holland & Knight LLP

SEC Releases Proposal to Enhance Disclosures for SPACs and De-SPAC Transactions

Holland & Knight LLP on

In this post, Holland & Knight's Corporate, M&A and Securities Team unpacks the U.S. Securities and Exchange Commission's (SEC) recent rule proposal covering enhanced disclosures for SPACs and de-SPAC transactions. Next week,...more

Morrison & Foerster LLP

SEC Proposes Sweeping Regulations Regarding SPAC and De-SPAC Transactions that Could Have a Chilling Effect on SPACs and Other...

On March 30, 2022, the U.S. Securities and Exchange Commission (SEC) proposed new rules and amendments relating to special purpose acquisition companies (SPACs). The SEC indicated these proposals are meant to enhance...more

Wilson Sonsini Goodrich & Rosati

SEC Proposes Rules to Alter Disclosure and Liability Regime for De-SPAC Transactions

SEC Proposed Rule Release 33-11048: Special Purpose Acquisition Companies, Shell Companies, and Projections - On March 30, 2022, the U.S. Securities and Exchange Commission (SEC) proposed a series of rules and amendments...more

Fenwick & West LLP

SEC Proposes New Rules to Enhance Disclosure and Investor Protection Relating to SPACs and Projections – Impact on Target...

Fenwick & West LLP on

The U.S. Securities and Exchange Commission has proposed new rules and amendments (the Proposed Rules) to enhance disclosure and expand liability in initial public offerings by special purpose acquisition companies (SPACs)...more

BCLP

Is the party over? SEC proposes substantial new requirements for SPACs and de-SPAC transactions

BCLP on

On March 30, 2022, the SEC approved by a 3-1 vote a proposal to effect significant changes to disclosure and liability rules governing SPACs, including de-SPAC transactions, or “SPAC target IPOs” as referred to by Chairman...more

Foley & Lardner LLP

SEC Proposes New Rules for SPACs: What will the future hold for SPACs?

Foley & Lardner LLP on

On March 30, 2022, the U.S. Securities and Exchange Commission (the “Commission” or “SEC”) proposed new rules and amendments regarding special purpose acquisition companies (“SPACs”), shell companies, and disclosure related...more

Parker Poe Adams & Bernstein LLP

To SPAC or Not to SPAC: How Is the SEC Answering That Question?

Last year saw a boom in the market for SPACs, or special purpose acquisition companies. Almost 250 SPACs raised more than $80 billion in initial public offerings (IPOs) during 2020. This trend did not let up as the calendar...more

Pillsbury Winthrop Shaw Pittman LLP

SEC Takes Aim at SPACs

March Madness extends into April as the Commission markedly increases its focus on SPACs. Surprise pronouncements call into question use of the PSLRA safe harbor for projections and accounting treatment for warrants....more

Perkins Coie

SEC Speaks Out on SPACs

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When a significant volume of capital is raised from investors through nontraditional capital markets transactions, the U.S. Securities and Exchange Commission (SEC) is sure to follow with increased scrutiny. The SEC made that...more

Mayer Brown Free Writings + Perspectives

SPACs, IPOs and Liability Risk under the Securities Laws

Acting Director of the Securities and Exchange Commission’s Division of Corporation Finance, John Coates, provided additional comments on SPACs on April 8, 2021.  Acting Director Coates noted the “unprecedented surge” in SPAC...more

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