Final SPAC Rules: Overview of Key Provisions for Closed‑End Fund Managers (Part One of Two)

On January 24, 2024, the SEC adopted new rules and amendments (Final Rules) that aim to enhance disclosures and investor protections in IPOs by special purpose acquisition companies (SPACs) and subsequent business combination transactions between SPACs and target companies (de‑SPAC transactions). The Final Rules are designed to more closely align the disclosures and legal liabilities in de‑SPAC transactions with the requirements for traditional IPOs. The Final Rules largely reflect the proposed rules issued by the SEC on March 30, 2022 (Proposal), although notable omissions include previous proposals as to underwriter liability and the creation of a safe harbor from investment company status under the Investment Company Act of 1940. The effective date and compliance date for the Final Rules is July 1, 2024, which is 125 days after publication in the Federal Register, except the compliance date for certain structured data provisions is June 30, 2025. This first article in a two-part series provides an overview of the Final Rules that are most relevant to closed-end fund managers, with industry commentary on certain notable provisions. The second article will consider the impact of two requirements that had been in the Proposal but were omitted from the Final Rules; detail arguments raised by SEC Commissioners both for and against the Final Rules; and summarize industry experts’ feedback about the potential impact of the Final Rules. See our two-part series on the Proposal: “Three Material Reforms That Could Cripple the SPAC Market” (Jun. 7, 2022); and “Notable Changes That Could Impact Sponsor Efforts” (Jun. 14, 2022).

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