Special Purpose Acquisition Companies, Shell Companies, and Projections

These new SEC final rules would require a minimum dissemination period for the distribution of security holder communication materials in connection with de-SPAC transactions; mandate the re-determination of smaller reporting company status in connection with de-SPAC transactions; address the scope of the safe harbor for forward-looking statements; and deem any business combination transaction involving a reporting shell company, including a SPAC, to be a sale of securities to the reporting shell company’s shareholders and are adopting amendments to a number of financial statement requirements applicable to transactions involving shell companies

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