De-SPAC C-Registrants

On April 11, 2025, the SEC published several updates to its compliance and disclosure interpretations (“CD&I”) related to compensation clawbacks and co-registrants in de-SPAC transactions.

De-SPAC Transactions

Under the new SPAC rules, a target company, or companies, are included as co-registrants on the S-4 (or other Securities Act registration statement) in association with the de-SPAC.  Under Exchange Act rules, upon effectiveness of the S-4, each of the target co-registrants become separately subject to the Exchange Act reporting requirements.  New C&DI 253.03 confirms that the SEC will not object if each target co-registrant files a Form 15, as long as they are wholly owned by the combined company and the combined company remains current in its Exchange Act reporting requirements.

For a review of the new de-SPAC rules see here – Part 1 – HERE; Part 2 – HERE; Part 3 – HERE; Part 4 – HERE; Part 5 – HERE;