As noted in the Coates statement, the safe harbor for forward-looking statements currently excludes statements in an offering by a “blank check company.” The federal securities law defines a “blank check company” as a development stage company that (1) has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies, or other entity or person, and (2) is issuing penny stock. Because most SPACs do not issue penny stock, the safe harbor for forward-looking statements applies to projections and other forward-looking statements used in connection with going public through a SPAC. The draft House legislation clarifies that all SPACs, not just SPACs that are issuing penny stock, are not entitled to rely on the safe harbor.[/quote]
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