Advantages of SPACs Over Traditional IPOs
Required SEC Filings: The Signing 8-K
• The SPAC must file a Form 8-K within 4 business days of signing the merger
agreement.
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Typically, this Signing 8-K is filed on the same day that the merger is announced via press
release and is the first public filing announcing the de-SPAC transaction.
The 8-K will include disclosure about the merger agreement, any voting agreements, the PIPE
subscription agreement (if applicable), and any other material ancillary documents relating to
the merger.
The Signing 8-K will also include the investor presentation that will be used in discussions with
investors and analysts.
Issuing the press release announcing the deal allows the SPAC and the Target to
engage in discussions with the press, employees, investors, and analysts in
compliance with Regulation FD.
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Reg. FD prohibits selective disclosure of material nonpublic information to investors, analysts,
and other market professionals.
Morgan Lewis
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