Advantages of SPACs Over Traditional IPOs
SEC Staff Review
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The SEC staff will conduct a full review of the proxy statement or Form S-4.
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Usually, the SEC staff takes approximately 30 calendar days to issue its first comment letter on the filing.
After receiving SEC comments, the de-SPAC deal team will work quickly to respond to the SEC comment letter
by revising the disclosures in the proxy statement or Form S-4 and filing a revised or amended document that
addresses the SEC's comments.
Also, the proxy statement or Form S-4 may require other updates to reflect the passage of time, such as
updating financial statements or other data for the most recently completed fiscal quarter.
Once the SPAC responds to the first SEC comment letter, the SEC staff takes about 10 to 14 calendar days to
review the revised or amended filing and respond with additional comments, if any.
If the SEC staff submits additional comments, the deal team will again work quickly to respond and revise the filing as
necessary.
Once the SEC staff's comments have all been addressed, the staff will give the go-ahead to file the definitive
proxy statement or will take the Form S-4 effective, as appropriate.
Note: In our experience. SEC reviews of a Form S-4 (which are filed under the Securities Act) typically take a
little longer than reviews of a proxy statement (which are filed under the Exchange Act). This is because Form
S-4 also covers the issuance of new securities, such as in a share exchange.
Morgan Lewis
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