Skip to content

SEC Staff Reverses Unannounced Position Regarding Use of Form S-3 by Former SPAC

As we previously reported, in May 2010 the SEC staff applied an unannounced, recently-adopted policy to prohibit a former special purpose acquisition company (SPAC) from conducting an offering on Form S-3, because it had not been an operating company for at least 12 months. Instead of the abbreviated Form S-3, this company was required to file on Form S-1, which prevented registration with the SEC for periodic “from-the-shelf” offerings and necessitated a “one-off” registration for its primary financing.

Following both the closing of the offering and an internal review of this new policy, the staff advised us that it ultimately decided it would not issue a C&DI (Compliance and Disclosure Interpretation) regarding this interpretation and would not apply the policy to future filings by any company.


This client alert is a publication of Loeb & Loeb LLP and is intended to provide information on recent legal developments. This client alert does not create or continue an attorney client relationship nor should it be construed as legal advice or an opinion on specific situations. For further information on the contents of this alert, please contact David C. Fischer at 212.407.4827 or dfischer@loeb.com; Mitchell S. Nussbaum at 212.407.4159 or mnussbaum@loeb.com; or Norwood P. Beveridge, Jr. at 212.407.4970 or nbeveridge@loeb.com.

Circular 230 Disclosure: To assure compliance with Treasury Department rules governing tax practice, we inform you that any advice (including in any attachment) (1) was not written and is not intended to be used, and cannot be used, for the purpose of avoiding any federal tax penalty that may be imposed on the taxpayer, and (2) may not be used in connection with promoting, marketing or recommending to another person any transaction or matter addressed herein.