Capital Markets & Securities Law Watch

The SEC adopted a final rule requiring additional prospectus disclosures in SPAC IPOs and de-SPAC transactions, effective July 1, 2024, as well as mandatory iXBRL tagging of such information disclosed pursuant to new Item 1600 of Regulation S-K, effective June 30, 2025.

On July 15, 2024, Nasdaq formally submitted a proposed rule change to the Securities and Exchange Commission (SEC) relating to the suspension and delisting of special purpose acquisition companies (SPACs). 

The SEC has recently commented on the NYSE’s proposed rule to provide SPACs up to an additional six months to complete a business combination if the SPAC has entered into a definitive business combination agreement within 36 months of initial listing. In this post, we discuss both the NYSE’s proposed rule and the SEC’s concerns. Continue to follow Winston for more info and insights.

Under its current rule, the New York Stock Exchange (NYSE) commences delisting procedures against a listed special purpose acquisition company (SPAC) if it fails to complete a business combination within 36 months of its initial listing date, regardless of whether it has entered into a definitive agreement for a business combination.

For the past several years, many private companies looking to “go public” utilized special purpose acquisition companies (SPACs) instead of traditional IPOs as an alternate route to the public markets. 

The Northwestern Pritzker School of Law hosted its 51^stannual Securities Regulation Institute from January 22, 2024 to January 24, 2024 in Coronado, California. Various practitioners and professionals from the U.S. Securities and Exchange Commission (SEC), law firms, academic institutions, accounting firms and SEC reporting companies participated in the conference. Winston & Strawn LLP was a sponsor of the event. Below is a summary of key takeaways from the conference.

On January 24, 2024, the Securities and Exchange Commission (the SEC), following a 3-to-2 vote of the SEC’s Commissioners, announced the adoption of new final rules and amendments intended to enhance disclosures and provide additional investor protections in initial public offerings (IPOs) by special purpose acquisition companies (SPACs) and in subsequent business combination transactions between SPACs and target companies (de-SPAC transactions).

We are pleased to provide you with our 2023 SEC Filing Deadline Calendar and Financial Statement Staleness Calendars.

On March 30, 2022, the Securities and Exchange Commission (SEC) published proposed regulations regarding special purpose acquisition companies (SPACs) that, if adopted, will increase the potential liability for SPACs, SPAC underwriters and target companies participating in SPAC business combination (de-SPAC) transactions.  The proposed rules would add specialized disclosure obligations for SPACs in connection with their initial public offerings (IPOs) and in de-SPAC transactions.  The SEC has also proposed a safe harbor under which SPACs would not be deemed to be investment companies under the Investment Company Act of 1940 (ICA), subject to meeting certain conditions.  The proposed rules are subject to a 60-day public comment period.

We are pleased to provide you with our 2022 SEC Filing Deadline Calendar and Financial Statement Staleness Calendars.

On September 17, 2021, the Stock Exchange of Hong Kong (HKEX) published a consultation paper on Special Purpose Acquisition Companies (SPACs) outlining the proposed SPAC listing regime and seeking public feedback. 

On September 9, 2021, the Investor Advisory Committee (IAC) of the Securities and Exchange Commission (SEC) unanimously approved in an open meeting the IAC’s recommendation that the SEC regulate special purpose acquisition companies (SPACs) “more intensely by exercising enhanced focus and stricter enforcement of existing disclosure rules.” 

On September 2, 2021, the Singapore Exchange (SGX) announced new rules that would permit special purpose acquisition companies (SPACs) to list beginning on September 3, 2021.

A new trend in special purpose acquisition company litigation has emerged: shareholder derivative actions seeking to declare SPACs “investment companies” under the Investment Company Act of 1940. Despite powerful backing, these lawsuits miss the mark.

On May 19, 2021, the Securities and Exchange Commission (SEC) approved the Nasdaq Stock Market LLC’s (Nasdaq) proposal to allow companies to directly list their equity securities on the exchange without a traditional underwritten offering.

On December 22, 2020, the Securities and Exchange Commission (the SEC) approved the New York Stock Exchange’s (the NYSE) proposal to allow private companies to conduct a primary registered offering as part of a direct listing on the NYSE without conducting a firm commitment underwritten offering (a Primary Direct Floor Listing). Capital Markets & Securities Law Watch previously discussed the NYSE’s proposal on September 1, 2020.