Anthony L.G., PLLC

Anthony L.G., PLLC. A Corporate Law Firm. Founding Partner Laura Anthony, Esq.

[Anthony L.G., PLLC @AnthonyPLLC]

SEC Proposed Mandatory Climate Disclosure Rules – Part 1- https://t.co/CxfSEtTsln #SecuritiesLawBlog #SEC #ESG #ClimateDisclosureRules #AnthonyLG

[Anthony L.G., PLLC @AnthonyPLLC]

to shareholders at least 20 calendar days in advance of a shareholder meeting or the earliest date of action by consent, or the maximum period under the applicable law of the SPACs jurisdiction of organization if less than the 20 calendar days. #deSpac #SPAC #AnthonyLG

[Anthony L.G., PLLC @AnthonyPLLC]

The proposed SPAC rules would amend proxy Rules 14a-6 and 14c-2 and the instructions to Forms S-4 and F-4 to require that prospectuses and proxy and information statements filed in connection with de-SPAC transactions be distributed... #deSpac #SPAC #AnthonyLG

[Anthony L.G., PLLC @AnthonyPLLC]

There is currently no federally mandated period in business combination transactions to provide security holders with a minimum amount of time to consider proxy statements or other disclosures. #deSpac #SPAC #AnthonyLG

[Anthony L.G., PLLC @AnthonyPLLC]

(v) Item 403 – security ownership of certain beneficial owners and management, assuming the completion of the de-SPAC transaction and any related financing transaction; and (vi) Item 701 – recent sales of unregistered securities. #deSpac #SPAC #AnthonyLG

[Anthony L.G., PLLC @AnthonyPLLC]

(i) Item 101 – description of business; (ii) Item 102 – description of property; (iii) Item 103 – legal proceedings; (iv) Item 304 – changes in and disagreements with accountants on accounting and financial disclosure; #deSpac #SPAC #AnthonyLG

[Anthony L.G., PLLC @AnthonyPLLC]

The proposed SPAC rules would require that the following Regulation S-K disclosures be made, regarding the private target company, in registration statements (S-4 or F-4) or schedules (14A; 14C and TO) filed in connection with a de-SPAC transaction: #deSpac #SPAC #AnthonyLG

[Anthony L.G., PLLC @AnthonyPLLC]

and a target companies lack of liability for the SPACs registration statements or proxy statements utilized in a de-SPAC transaction. #deSpac #SPAC #AnthonyLG

[Anthony L.G., PLLC @AnthonyPLLC]

A few of the topics he touched upon included the perceived protections of the Private Securities Litigation Reform Act (PSLRA) safe harbor for forward-looking statements, including projections, that many SPACs rely upon and which protection is not available in an IPO transaction;

[Anthony L.G., PLLC @AnthonyPLLC]

In April, 2021, John Coates, then Acting Director of the Division of Corporation Finance, issued a statement detailing areas of concern between a de-SPAC transaction and an IPO. #deSpac #SPAC #AnthonyLG

[Anthony L.G., PLLC @AnthonyPLLC]

The SEC has been vocal about its views that a de-SPAC transaction is just another form of an IPO – a private company accessing public securities markets and becoming public reporting company. #deSpac #SPAC #AnthonyLG

[Anthony L.G., PLLC @AnthonyPLLC]

to involve a sale of securities to the reporting shell company’s shareholders and is proposing to amend a number of financial statement requirements applicable to transactions involving shell companies. #deSpac #SPAC #AnthonyLG

[Anthony L.G., PLLC @AnthonyPLLC]

The SEC is also proposing a rule that would deem any business combination transaction involving a reporting shell company, including a SPAC,... #deSpac #SPAC #AnthonyLG

[Anthony L.G., PLLC @AnthonyPLLC]

Further disclosures will also be required in connection with the use of projections. #deSpac #SPAC #AnthonyLG

[Anthony L.G., PLLC @AnthonyPLLC]

The proposed SPAC rules would require specialized disclosure with respect to compensation paid to sponsors, conflicts of interest, dilution and the fairness of business combination transactions. #deSpac #SPAC #AnthonyLG

[Anthony L.G., PLLC @AnthonyPLLC]

Private Securities Litigation Reform Act of 1995 for forward-looking statement such as projections, unavailable in filings by SPACs and other blank check companies; and deeming underwriters in a SPAC IPO to be underwriters in a de-SPAC transaction when certain conditions are met.

[Anthony L.G., PLLC @AnthonyPLLC]

requiring a re-determination of smaller reporting company status within four days following the consummation of a de-SPAC transaction; amending the definition of a “blank check company” to make the liability safe harbor in the... #deSpac #SPAC #AnthonyLG

[Anthony L.G., PLLC @AnthonyPLLC]

requiring that a private operating company be a co-registrant when a SPAC files an S-4 or F-4 registration statement associated with a business combination; #deSpac #SPAC #AnthonyLG

[Anthony L.G., PLLC @AnthonyPLLC]

On March 30, 2022, the SEC proposed rules enhancing disclosure requirements associated with SPAC initial public offerings (IPOs) and de-SPAC merger transactions; #deSpac #SPAC #AnthonyLG

[Anthony L.G., PLLC @AnthonyPLLC]

ensuring its membership in the Intermarket Surveillance Group extends to the BSTX, and that the BOX adopted a rule establishing BSTX as a facility of the BOX. #BSTX #SEC #AnthonyLG