The SEC’s Division of Corporation Finance (CF) recently provided its views about certain disclosure considerations for special purpose acquisition companies (SPACs) in connection with their initial public offerings and subsequent business combination transactions. CF Disclosure Guidance: Topic No. 11 poses questions for SPACs regarding their disclosure obligations pursuant to SEC requirements, such as those in Regulation S-K and Form S-4. Among many other matters, SPACs should carefully consider disclosures related to:
- Differing economic interests and potential conflicts of interest among SPAC sponsors, directors, officers and their affiliates and the interests of other shareholders
- The evaluation of potential acquisition candidates
- The financial incentives for, and amount of control by, SPAC sponsors, directors and officers to approve and complete a business combination transaction
- Any additional financing necessary to complete the business combination transaction
- Compensation-related matters related to the underwriter, sponsors, directors, officers and their affiliates for services to the SPAC
