Super 8-K Material Disclosure
Description of Property
Description of Business
Risk Factors
Financial Information, including:
Three Years of Audited Financial Statements
Selected Financial Data
MD&A
Quantitative and Qualitative Disclosures About Market Risk
Director and Executive Officer Biographical Information
Executive Compensation
Security Ownership of 5% Owners, Directors and Executive Officers
Transactions with Related Persons
Material Pending Legal Proceedings
Description of the Registrant’s Securities
Super 8-K
SEC rules require that SPACs file a special Form 8-K within four business days following completion of a De-SPAC transaction. This Form 8-K is known as a “Super 8-K” and must contain all the information that would be required in a Form 10 registration statement (the registration statement for companies that become public reporting companies other than through a registered IPO). Much of the information in the Super 8-K will already have been included in the SPAC’s proxy statement or tender offer materials for the De-SPAC transaction, but the Super 8-K may require additional financial statement information for the target business.
SPACs, as registrants with assets consisting solely of cash and cash equivalents, are “shell companies” under the Securities Act of 1933, as amended (the “Securities Act”), and forms and regulations thereunder. [10] SEC regulations prohibit or limit the use by shell companies (SPACs) and former shell companies (former SPACs) of a number of exemptions, safe harbors and forms that are available for other registrants. Some of these restrictions were adopted by the SEC in 2005 in response to the perceived use of certain shell companies as vehicles to commit fraud and abuse the SEC’s regulatory processes. The restrictions apply to SPACs and former SPACs for varying periods depending on the specific rule.
For example, a former SPAC is not eligible to register offerings of securities pursuant to employee benefit plans on Form S-8 until at least 60 days after it has filed a Super 8-K.
In addition, stockholders of former SPACs are required to hold their equity for a period of twelve months, measured from the date of the filing of the Super 8-K, before they can rely on Rule 144 under the Securities Act. Rule 144 provides a means by which persons who might otherwise be considered “statutory underwriters” (and therefore required to register their offer of equity under the Securities Act prior to their public sale) may sell their equity without registration, typically after a six-month holding period.
Further, SPACs and former SPACs (i) are not eligible to be well-known seasoned issuers until at least three years after the De-SPAC transaction, (ii) are limited in their ability to incorporate by reference information into long-form registration statements on Form S-1, and (iii) may not use the “Baby Shelf Rule” (which permits registrants with a public float of less than $75 million to use short-form registration statements on Form S-3 for primary offerings of their shares) for twelve months after the Super 8-K filing.
Bullish
