On
SPAC IPO Disclosure Considerations
The guidance includes questions for SPACs to address, when relevant, in the IPO registration statement on the following topics of concern to the Staff:
Conflicts of interest. Disclosures should address fiduciary and contractual relationships that
Limited negotiating time frame. Disclosures should include the financial incentives of the
Role of underwriters. Disclosures should include any supplemental services to be provided by the underwriters, such as identifying targets, providing financial advice or acting as placement agent in a concurrent private placement, and any conflict of interest the underwriters may have, as well as the timing, conditionality and manner of the payment of compensation to the underwriters.
Economic terms of investments made by
Terms of
Business Combination Disclosure Considerations
The guidance also highlights some disclosure considerations that may be relevant during business combination transactions:
Additional financing. Relevant disclosures should include whether additional financing is necessary to complete the business combination, how the terms of any financing may impact public shareholders, if financing includes the issuance of securities, the material terms of such securities, and whether
Potential conflicts of interest. Disclosures should include detailed information regarding the identification and evaluation of the combination transaction, detailed information regarding the consideration, the material factors considered by the board in its approval of the transaction, how the board evaluated the interests of the
Underwriter considerations. Disclosures should include all fees that the underwriter of the IPO will receive upon completion of the business combination transaction, including any contingent fees, description of any supplemental services provided by the underwriters, affiliates' compensation and any conflict of interest the underwriters may have.
The CF Disclosure Guidance: Topic 11 is available here.
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