Relevant Context, Potential Impact and Likelihood of Adoption of the SEC’s Proposed SPAC Rules

After the meteoric rise of special purpose acquisition companies (SPACs) in 2020 and 2021, the market has cooled considerably as their value proposition has been called into question and regulators have given the structure more attention. Amidst SPACs’ waning popularity, the SEC swooped in on March 30, 2022, to propose new rules and amendments (Proposal) for the nascent SPAC industry. The SEC’s intention was to bring de‑SPAC acquisitions of target companies, disclosures and other elements of the SPAC process in line with traditional IPO standards. There is concern in the industry, however, that the requirements in the Proposal could be the final blow that cripples the fledgling industry in the short term, albeit with potential long-term benefits. This article reviews the boom and cooling of the SPAC market over the last several years; SEC speeches and enforcement actions directed at the SPAC industry that preceded the Proposal; the items addressed in the Proposal; the potential impact of the Proposal on the SPAC industry; and the likelihood of the Proposal being adopted as written. See our two-part series: “SEC Scrutiny, Alignment Share Structures and Other Trends in SPAC IPOs and De‑SPAC Transactions” (May 25, 2021); and “Factors for Structuring De‑SPAC Transactions and Negotiating Points When Selling to a SPAC” (Jun. 1, 2021).

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