SEC Adopts Final Rules Relating to SPACs, Shell Companies and Projections

On January 24, 2024, the US Securities and Exchange Commission (“SEC”) adopted new rules and amendments to existing rules and forms (“Final Rules”) addressing (i) the treatment under the securities laws of special purpose acquisition companies (“SPACs”) in connection with their IPOs and their subsequent business combination transactions (“de-SPAC transactions”) with target operating companies; (ii) business combinations with shell companies; and (iii) presentation of projections in SEC filings. The SEC had issued proposed rules on March 30, 2022.

This Legal Update (i) discusses changes from the Proposed Rules; (ii) summarizes the Final Rules; and (iii) offers key takeaways and practical considerations.