April 14, 2025
Corp Fin Issues New CDI on De-SPAC Co-registrants
On Friday, Corp Fin posted a handful of new CDIs. Most address questions related to Dodd-Frank clawbacks, but new Exchange Act Rules CDI 253.03 addresses co-registrants in a de-SPAC transaction. Here it is:
A SPAC completed a de-SPAC transaction wherein the target company or companies were included as co-registrants on the effective Securities Act registration statement for the de-SPAC transaction. As a result, these co-registrants incurred an obligation to file reports under Section 15(d) of the Exchange Act upon effectiveness of the de-SPAC registration statement. Notwithstanding that a class of securities offered and sold using such registration statement remains outstanding, consistent with the Commission’s discussion beginning on page 204 of Release No. 33-11265 (Jan. 24, 2024), once the de-SPAC transaction has closed, the staff will not object if each target company files a Form 15 to suspend its 15(d) reporting obligations in reliance on Rule 12h-3 as long as the target company is wholly owned by the combined company and the target company remained current in its 15(d) reporting obligations through the date of filing the Form 15.
– Meredith Ervine