In March 2022, the SEC proposed a package of rules and rule amendments governing special purpose acquisition companies (SPACs), SPAC initial public offerings (IPOs) and SPAC mergers with a target company (de-SPACs). Among those provisions was proposed new Rule 140a, which would provide that any underwriter in a SPAC IPO that “takes steps to facilitate the de-SPAC transaction” would be deemed an underwriter in the de-SPAC transaction.
Cleary submitted a comment letter with respect to the underwriter provisions of the proposal on June 13, which notes the conflict between the proposed Rule 140a and the statutory term “underwriter.” Click here to read the letter.