United States: SEC proposes rules for further disclosure and enhanced investor protections regarding SPACs

Sweeping reforms to the regulation of SPACs announced by the SEC

In brief

On 30 March 2022, the Securities and Exchange Commission (SEC) approved proposed rules relating to special purpose acquisition companies (SPACs) and released an accompanying fact sheet. Work on the final rules will begin following the public comment period, which ends on the later of 31 May 2022 and 30 days following the publication of the proposing release in the Federal Register.


Contents

Over the last year, the SEC has signaled that the SPAC market should expect regulatory changes in response to the unprecedented growth in use of SPAC vehicles. Prior to this proposal, guidance from the SEC on the topic has largely focused on disclosure requirements. The proposed rules are notable in that they reach beyond enhanced disclosure and address the following topics:

  • enhanced disclosure requirements, including those related to SPAC sponsors and projections;
  • liability of participants in de-SPAC transactions, including revised registration requirements for de-SPAC transactions, rules expanding when underwriters of SPAC initial public offerings will be deemed underwriters of de-SPAC transactions and the availability of the safe harbor for projections under the Private Securities Litigation Reform Act of 1995; and
  • the status of SPACs under the Investment Company Act of 1940 ("Investment Company Act").

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