D.2 SEC Filing Requirements
As discussed above, before consummating a transaction, a SPAC will
generally be required to file a combined proxy and registration statement on Form
S-4. For any Securities Act registration statement, including a Form S-4, the target
would be considered a “co-registrant” with the SPAC, resulting in liability under
Sections 11 and 12 of the Securities Act (related to untrue statements or material
omissions) for the target company and its officers and directors.
A Super Form 8-K must be filed within four business days of the
consummation of a transaction, and the target will thereafter fulfill the combined
company’s ongoing reporting obligations. See Sections D.10 (on Super Form 8-K
requirements), D.11 (on
ongoing reporting requirements), and D.12 (on ICFR and DCPs) for more
information.