On November 15th, the SEC voted to approve new rules and amendments to enhance transparency requirements and provide additional investor protection in initial public offerings (IPOs) by special purpose acquisition companies (SPACs) and in future business combination transactions between SPACs and target companies (de-SPAC transactions).
The rulemaking requires SPACs to:
- provide enhanced disclosures concerning conflicts of interest, SPAC sponsor compensation, dilution, and other information important to investors in SPAC IPOs and de-SPAC transactions
- provide additional information about the target company to investors that will provide investors with decision-useful information to make more informed voting and investment decisions relating to a de-SPAC transaction
- provide enhanced disclosures for SPAC IPOs and de-SPAC transactions to be tagged in Inline XBRL
The elements needed to tag these disclosures are detailed in the new draft Special Purpose Acquisition Company (SPAC) taxonomy guide. For more information, please see the Special Purpose Acquisition Companies, Shell Companies, and Projections final rule on sec.gov.
Interested parties may submit technical feedback via email to StructuredData@sec.gov with “Draft 2025 SPAC Taxonomy” as the subject through January 14, 2025 at 4 p.m. EST. The SEC will make the feedback received publicly available on the Draft Taxonomy Technical Feedback webpage.
Sources:
Draft of Special Purpose Acquisition Company (SPAC) Taxonomy Files (sec.gov)
Draft of Updated SPAC Taxonomy Files (sec.gov)
Draft of Updated SPAC Taxonomy Guide (sec.gov)
