Replies to post #198125 on DD Support Board and Research Team

[janice shell]

Needless to say, Hester Peirce dissents:

Damning and Deeming: Dissenting Statement on Shell Companies, Projections, and SPACs Proposal

... The proposal—rather than simply mandating sensible disclosures around SPACs and de-SPACs, something I would have supported—seems designed to stop SPACs in their tracks. The proposal does not stop there; it also makes a lot of sweeping interpretations of the law that are not limited in effect to the SPAC context. Accordingly, I dissent...

...The Commission is not just proposing changes to SPACs, but is also proposing changes to shell company business transactions. Proposed Securities Act Rule 145a would deem any business combination of a reporting shell company involving an entity that is not a shell company to involve a sale of securities to the reporting shell company’s shareholders. Proposed revisions to Item 10(b) of Regulation S-K to expand and update the Commission’s views on the use of projections also will affect business combinations other than just SPACs. I hope that market participants other than SPACs that may be affected by these other changes will hear this message, will review the release, and will provide comments on it. The Commission needs to do a better job of drawing attention to releases that have broader market effect than their headlines may suggest to ensure robust public participation in the comment process....

Much more here:

https://www.sec.gov/news/statement/peirce-statement-spac-proposal-033022