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New SEC Rules on SPAC IPOs and De-SPACS: Expanded Liability and Disclosure Requirements, Limited Safe Harbors

Recording of a 90-minute premium CLE video webinar with Q&A

This program is included with the Strafford CLE Pass. Click for more information.
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Conducted on Tuesday, April 9, 2024

Recorded event now available

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This CLE webinar will examine the SEC's new final rules governing special purpose acquisition companies (SPACs), with an emphasis on the rules that would have the most impact on SPAC IPOs and de-SPAC transactions. The panel will highlight the key modifications and changes from the proposed rules, discuss the SEC's rationale behind the new rules, and analyze the rules' impact on SPACs, shell companies, and the use of projections in SEC filings.


On Jan. 24, 2024, the SEC adopted long-awaited rule changes applicable to SPACs and provided related guidance in its adopting release. The final new rules codify a portion of the rules proposed by the SEC on Mar. 30, 2022, to address SPAC IPOs and initial business combinations (de-SPACs).

There are some notable differences between the SEC's proposed rules and the final rules that were adopted. The SEC abandoned the rule that would have unilaterally expanded the underwriter definition in the Securities Act of 1933 in connection with de-SPAC transactions. The SEC also declined to adopt the proposed safe harbor for SPACs from the "investment company" definition under the Investment Company Act of 1940 (ICA). Instead, the SEC provided guidance to assist SPACs in analyzing their potential status as an "investment company."

The final rules require enhanced disclosures with respect to SPAC sponsor compensation, conflicts of interest, dilution and projections, and other items such as requiring the target operating company to be a co-registrant in a de-SPAC registration statement and mandating a 20-day dissemination period for proxy statements being delivered to SPAC shareholders.

Listen as our authoritative panel discusses the new rules affecting SPAC IPOs and mergers. The panel will provide practical guidance and considerations when conducting SPAC IPOs and de-SPAC transactions under the current regulatory landscape.



  1. Overview of the SEC's new rules as they apply to SPAC and de-SPAC transactions
  2. Notable changes from the proposed rules
  3. Codification of specialized SPAC disclosure requirements
  4. de-SPACs vs. IPOs
  5. Enhanced projections disclosure
  6. Underwriter liability guidance
  7. Status of SPACs under ICA: no safe harbor protection required
  8. Distribution of securities in de-SPAC transactions
  9. Compliance timeline
  10. Key takeaways


The panel will review these and other key issues:

  • What are the new disclosure requirements for SPAC IPOs and de-SPAC transactions?
  • How do the new rules align de-SPACs and IPOs?
  • What are the additional enhanced disclosure requirements in de-SPAC transactions under the new rules?


Donikyan, Tamar
Tamar Donikyan

Kirkland & Ellis

Ms. Donikyan represents public and private companies in a range of corporate and securities matters, including initial...  |  Read More

Nussbaum, Mitchell
Mitchell S. Nussbaum

Co-Chair, Loeb & Loeb LLP
Loeb & Loeb

Mr. Nussbaum’s practice focuses on representing emerging growth companies and investment banks in initial public...  |  Read More

Swartz, Zach
Zach Swartz

Vinson & Elkins

Mr. Swartz’ principal areas of practice are capital markets and securities law, private equity, fund and joint...  |  Read More

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