DealLawyers.com Blog

Here’s your reminder that disclosure required by Subpart 1600 of Regulation S-K (for SPAC IPOs and de-SPAC transactions) must be tagged in Inline XBRL beginning at the end of next month – June 30, 2025. Here’s more from this Toppan Merrill blog:

In the final rule, the SEC asserts “that the structured data requirements will enhance the usability of the SPAC disclosures. These structured data requirements will make SPAC disclosures more readily available and easily accessible to investors and other market participants for aggregation, comparison, filtering, and other analysis.” The new disclosures are unique to the SPAC and de-SPAC business structure and will require new XBRL elements (the tagging labels applied to specific disclosures).

The tagging varies from narrative disclosures which require block text tagging to numeric or qualitative data which requires detailed tagging. The SEC will propose and implement a new taxonomy to define these elements. Once final, the SEC will post the new SPAC taxonomy ahead of the June 30, 2025 tagging deadline to ensure filers and their service providers have time to prepare for Inline XBRL tagging.

Tagging of the new prospectus disclosures will be required beginning with a SPAC’s IPO filing (i.e. an S-1 or F-1 filing). This is a significant change in existing tagging requirements. Previously, every corporate IPO was exempt from tagging. Every registration statement in the SPAC process will require tagging, except for any S-4 or F-4 filed by the private target.

The taxonomy update referenced above was released on March 17.

– Meredith Ervine