In particular, the SEC has adopted the following rules that would:

• add disclosure requirements concerning compensation paid to sponsors, conflicts of interest, dilution, and the determination of the board of directors (or similar governing body) of a SPAC regarding whether a de-SPAC transaction is advisable and in the best interests of the SPAC and its shareholders
• require a minimum dissemination period for the distribution of security holder communication materials associated with de-SPAC transactions
• require the re-determination of smaller reporting company (SRC) status concerning de-SPAC transactions
• address the scope of the safe harbor for forward-looking statements under the Private Securities Litigation Reform Act of 1995
• implement a rule that would consider any business combination transaction involving a reporting shell company (including a SPAC) to be a sale of securities to the reporting shell company’s shareholders
• apply a number of financial statement requirements applicable to transactions involving shell companies

The SEC is also providing guidance on the following:

• the status of potential underwriters in de-SPAC transactions
• guidance regarding the use of projections in SEC filings (the SEC has added requirements regarding disclosure for projections when used in connection with SPAC business combination transactions).
• matters for SPACs to consider when analyzing their status under the Investment Company Act of 1940

The final rules go into effect 125 days after the date of publication in the Federal Register. The compliance date for the final rules is the same as the effective day, with the exception of Item 1610 of Regulation S-K.

Structured Data Requirement

The SEC also adopted Item 1610 of Regulation S-K, which comprises rules regarding increased transparency and tagging requirements. Under the new subpart 1600 of Regulation S-K and in accordance with Rule 405 of Regulation S-T and the EDGAR Filer Manual, SPACs are now required to tag disclosed information in a structured, machine-readable data language (Inline XBRL). The compliance date for Item 1610 of Regulation S-K is 490 days after the date of publication in the Federal Register.

For more information on this rulemaking and guidance, please refer to the Special Purpose Acquisition Companies, Shell Companies, and Projection final rules. 

Sources:

Press Release SEC Adopts Rules to Enhance Investor Protections Relating to SPACs, Shell Companies, and Projections (sec.gov)