Advantages of SPACs Over Traditional IPOs
Closing the de-SPAC Transaction and Filing the "Super
8-K"
• When stockholders approve the de-SPAC transaction and the deal closes, the SPAC
must file a Form 8-K with the SEC reporting the voting results of the special meeting
and the closing of the transaction.
• This Super 8-K will contain disclosures about:
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the completion of the merger;
any material agreements entered in connection with the merger (such as employment
agreements for executive officers or a new incentive plan); and
the post combination company information required under Form 10 (much of this disclosure
will be incorporated by reference to the proxy statement filed for the special meeting).
Note: If the Super 8-K is filed after the Target's most recently completed fiscal period but does not contain
financial statements for that period, such financial statements will need to be included if the financial
statements in the proxy statement are "stale" or, if not yet stale, then the Super 8-K will need to be amended
after the transaction closes to include updated financial statements for the most recently completed fiscal
period (there is no 71-day extension for former SPACs).
Morgan Lewis
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