DealLawyers.com Blog

During the ABA Business Law Section’s “Dialogue with the Director” held on Friday, Corp Fin Director Erik Gerding noted that Corp Fin staff has noticed a slight uptick in SPAC IPOs and shared some helpful thoughts on the disclosure review process now that the SPAC disclosure rules are effective. I’ve tried to paraphrase some of the key takeaways below (subject to the SEC’s standard disclaimer — and my own disclaimer that these are summaries based on my notes from Director Gerding’s oral comments):

– The SEC expects DRS submissions to be substantially complete when submitted. Nothing new; just a reminder.

– The filings complying with the new rules are lengthy, which may impact disclosure review timing. Plan accordingly.

– Some filers have elected to voluntarily comply with the new rules even if they don’t apply (for example, when the filing could be governed by the old rules because the filer had submitted filings prior to the effective date of the new rules on July 1). In that case, the Disclosure Review Program staff will treat the filing as if the new rules apply and comment accordingly.

– When dealing with a “SPAC on top” structure, Corp Fin staff may permit the de-SPAC filing to be submitted as a DRS by relying on the co-registrant’s DRS eligibility where the rules require a co-registrant. This is because the de-SPAC is the functional equivalent of the target’s IPO.

Director Gerding also acknowledged that technical EDGAR issues continue with respect to co-registrants but that the SEC is working to update EDGAR.

– Meredith Ervine