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SEC Addresses Accounting Treatment for SPAC Warrants | Wilson Sonsini Goodrich & Rosati


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On April 12, 2021, the U.S. Securities and Exchange Commission (SEC) published a joint statement by John Coates, Acting Director of the Division of Corporation Finance, and Paul Munter, Acting Chief Accountant, which provides their view on the accounting treatment of warrants issued by special purpose acquisition companies (SPACs). This statement, titled 
Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (SPACs),
1 suggests that the SEC staff has concerns that the warrants issued by many SPACs should be properly accounted for under the liability method on the balance sheet. As such, the staff advises that companies with these outstanding warrants (whether SPACs or the combined company following a de-SPAC transaction) consider the need to amend previously-filed audited and unaudited financial statements. ....

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SEC Takes Aim at SPACs | Pillsbury Winthrop Shaw Pittman LLP


March Madness extends into April as the Commission markedly increases its focus on SPACs.
TAKEAWAYS
Surprise pronouncements call into question use of the PSLRA safe harbor for projections and accounting treatment for warrants.
Flurry of activity and nature of the SEC’s guidance may signal a desire to cool down the hot market for SPACs.
The Securities and Exchange Commission (SEC or Commission) is raising its voice on Special Purpose Acquisition Companies (SPACs), alerting sponsors, targets, and investors to regulatory risks and raising new concerns about SPAC-related disclosures.
The SEC’s 2020 statements and guidance were relatively relaxed the Commission focused largely on disclosure issues, including a statement from then-Chairman Jay Clayton to ensure that retail investors understand the incentives of SPAC sponsors, along with remarks by SEC officials during the 2020 SEC Speaks conference concerning risks created by potentially divergent incentives betw ....

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SPAC Attack! SPAC IPOs Are Booming | Faegre Drinker Biddle & Reath LLP


(Sources: SPACInsider, SPAC Analytics, Dealogic)
As a result, it is estimated that there are more than 400 SPACs in the market looking for M&A targets. Some of these SPACs come with celebrity endorsements. There is even a rap video, thanks to Cassius Cuvée and Mags Lionne. Clearly, this movement cannot be ignored.
At the risk of providing an overly generalized summary of the typical structure (basically enough to get you through a webcast happy hour):
A SPAC is a company that undergoes an IPO at a time when it has no operations.
It is formed for the purpose of raising cash to be held in trust for the purchase of a private company, taking it public in the process. ....

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