The Securities and Exchange Commission (SEC) published a rule proposal on Special Purpose Acquisition Companies, Shell Companies, and Projections which aims to enhance investor protections in IPOs by SPAC companies and in business combinations between SPACs and private operating companies. The Commission is proposing specialized disclosure requirements with respect to, among other things, compensation paid to sponsors, conflicts of interest, dilution, and the fairness of these business combination transactions. The ruling states:
We are proposing to require SPACs to tag all information disclosed pursuant to Subpart 1600 of Regulation S-K in a structured, machine-readable data language. Specifically, we are proposing to require SPACs to tag the disclosures required under Subpart 1600 in Inline XBRL in accordance with Rule 405 of Regulation S-T and the EDGAR Filer Manual.106 The proposed requirements would include detail tagging of the quantitative disclosures and block text tagging of the narrative disclosures that would be required under Subpart 1600.
Comments to the proposal are due 30 days after publication in the Federal Register or by May 31, 2022 (whichever date is later).
Read the proposal.
