Advantages of SPACs Over Traditional IPOs
Additional SEC Filings Postclosing
The newly combined company will still have additional filings related to the de-SPAC after the closing.
The company must file a resale registration statement to register the resale of the shares and
warrants issued in the SPAC's IPO and any shares issued in a PIPE.
• This resale registration statement must be filed on Form S-1 instead of Form S-3, because according
to the SEC staff, the post-combination company is not Form S-3 eligible until it has 12 calendar
months of Exchange Act reporting history.
The company must also file a Form S-8 to register any shares that may be issued under equity plans to
the combined company's employees.
• The Form S-8 cannot be filed until 60 days after the filing of the Super 8-K due to the combined
company's former status as a shell company.
The SPAC and the Target must file Forms 3 and 4 for executive officers and directors of the
postcombination company, as required by Section 16 of the Exchange Act.
Morgan Lewis
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