In case you missed it, last week the SEC proposed changes that, if adopted, would significantly decrease the regulatory burden of Exchange Act reporting for most public companies by extending current SRC and EGC accommodations to 80% of filers and make it much easier for public companies to raise capital in registered offerings. For this crowd, be aware that there are some ‘Easter Eggs’ in there for companies that went public through a de-SPAC. As this Davis Polk alert notes:

A company that goes public through a deSPAC transaction would no longer be considered an “ineligible issuer” under Securities Act Rule 405, which means it would be eligible to use Form S-3 like a traditional IPO company provided it meets the other eligibility criteria under the form. It would also benefit from other flexibility, including the ability to use free writing prospectuses like traditional IPO companies and be eligible for SELI and ELI status just like traditional IPO companies, unlike the current framework where WKSI status is not available until at least three years after closing of the deSPAC transaction.

That said, there will remain some significant challenges for de-SPAC public companies if the proposal is adopted since it doesn’t tackle these two issues:

Notably, the proposals do not seek to amend either Rule 144(i) or Rule 145. Rule 144(i) currently imposes a rolling 12-month current public information requirement for persons seeking to rely on Rule 144’s safe harbor in reselling securities issued by a deSPACed company, and that requirement never falls away no matter how long the company has been an SEC registrant. Rule 145 currently deems statutory underwriter status on certain parties involved in a deSPAC transaction. So, deSPACed companies would continue to be treated differently in these two respects.

But here’s hoping those are on the SEC’s agenda as well!

– Meredith Ervine