July 3, 2024
SPACs: SEC Issues New FAQ Addressing Co-Registrant Status
Earlier this week, the SEC updated its FAQs on Draft Registration Statements to address how companies should deal with the SPAC rules’ new co-registrant requirement when furnishing draft registration statements. Here’s the new FAQ:
(19) Question: If a registrant uses the confidential submission process to submit a draft registration statement in connection with a de-SPAC transaction, when should it include any co-registrant’s CIK and related submission information in EDGAR Filing Interface?
Answer: EDGAR does not currently allow the entry of a co-registrant on draft registration statement submissions. See Section 7.2.1 Accessing the EDGARLink Online Submission of the EDGAR Filer Manual. Therefore, the primary registrant should submit the draft registration statement without the co-registrant’s CIK and related submission information. The draft registration statement must contain the information required by the applicable registration statement form, including required information about the target company. The primary registrant must add the co-registrant’s CIK and related submission information in EDGAR when it publicly files the registration statement. See Section 7.3.3.1 Entering Submission Information of the EDGAR Filer Manual. 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.
The SEC also recently posted a “Special Purpose Acquisition Companies, Shell Companies and Projections Small Entity Compliance Guide” addressing the new SPAC rules on its website.
– John Jenkins