When the SEC issued new rules and amendments (Proposal) targeting special purpose acquisition companies (SPACs) on March 30, 2022, at first glance, many of the proposed reforms seemed like a straightforward and logical way to align SPACs with traditional IPOs. Upon further review, however, industry experts identified several changes that could fundamentally eliminate the appeal and benefits of using SPACs, putting them on par – and, some would argue, behind – other types of transactions. This first article in a two-part series analyzes the three most harmful components of the Proposal: eliminating the safe harbor for forward-looking statements under the Private Securities Litigation Reform Act of 1995, extending underwriter liability and requiring co‑registration status from target companies. The second article will consider three other impactful provisions of the Proposal: compliance with a safe harbor from investment company status, delivery of a fairness opinion and new Regulation S‑K disclosures. See “Relevant Context, Potential Impact and Likelihood of Adoption of the SEC’s Proposed SPAC Rules” (May 17, 2022).