De-SPACing—Accounting and Securities Law Considerations
A SPAC’s initial business combination is often referred to as a de-SPACing transaction. While this is generally a merger, this is not your typical public company merger. A target company’s management and advisors will need to plan ahead and prepare the disclosures required for the proxy statement or proxy/prospectus required in connection with the transaction. This will include preparing financial statements and financial disclosures comparable to those that would have been required had the target company pursued an IPO. In addition, the target company and its stakeholders should consider the securities law considerations that will be applicable to the combined company following completion of the initial business combination as an ineligible issuer, or former shell company.
Join Polia Nair from EY and Anna Pinedo from Mayer Brown LLP for a discussion of the following:
- The principal reasons for choosing a proxy statement versus a registration statement on Form S-4;
- The principal disclosure requirements for the proxy statement or S-4;
- Inclusion of forecasts in the proxy/prospectus;
- Financial statement requirements for the target company;
- Determining the accounting acquirer;
- Determining EGC status following completion of the transaction;
- Age of financial statements and periods required to be presented;
- The super 8-K requirement; and
- Rule 144, Form S-8, eligibility for Form S-3 and other issues to consider.
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