Appendix G — Roadmap Updates for 2025

Includes discussion of SEC’s April 2025 statement on disclosure guidelines for entities that transact in crypto asset markets.

In addition, explains eligibility of entities undergoing de-SPAC transactions to use a nonpublic review process.

Nonpublic Review Process for Draft Registration Statements

Addresses SEC’s March 2025 announcement expanding the accommodations for the nonpublic review process and related considerations.

Special-Purpose Acquisition Companies

Discusses SEC reporting considerations associated with the qualification of a SPAC as an EGC and related accommodations. Table includes new SPAC accommodations for confidential or nonpublic submissions in an IPO.

Omission of Certain Financial Information From Draft Registration Statements

Includes considerations related to EGC interim financial information in a registration statement.

Other Considerations

Adds clarification related to Rule 3-14.

Separate Financial Statements (Rule 3-09)

Clarifies (1) the income test and (2) partial-year financial statement requirements related to the acquisition or disposition of a significant equity method investee.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A)

Incorporates discussion related to the 2024 AICPA & CIMA Conference on Current SEC and PCAOB Developments and the SEC Speaks in 2025 Conference.

Up-C Structures

New section on considerations related to Up-C structures.

Presentation of Equal or Greater Prominence

Includes discussion related to the 2024 AICPA & CIMA Conference on Current SEC and PCAOB Developments.

Potentially Misleading Non-GAAP Measures

Adds discussion related to the 2024 AICPA & CIMA Conference on Current SEC and PCAOB Developments.

Climate-Related Disclosures

Streamlines discussion of SEC final rule on climate-related disclosures.

Fair-Value-Based Measurement

Adds Changing Lanes to highlight updates expected to be made to the AICPA’s Accounting and Valuation Guide Valuation of Privately-Held-Company Equity Securities Issued as Compensation.

Disclosures Outside the Financial Statements — MD&A

Discusses considerations that apply after the enactment of a new tax law (e.g., the OECD’s Pillar Two global minimum tax).

Disclosure of Significant Segment Expenses

New section addressing considerations related to ASU 2023-07 on improvements to reportable segment expenses.

Multiple Measures of Segment Profit or Loss

Incorporates discussion related to ASU 2023-07.

Audit Confirmations

Includes additional discussion related to audit confirmation requirements under PCAOB AS 2310.

Enhancements to Climate-Related Disclosure Requirements

Streamlines discussion of SEC final rule on climate-related disclosures.

Key Benefits Available to EGCs and Non-EGCs

Covers the SEC’s March 2025 announcement expanding the accommodations for the nonpublic review process.

SPAC Considerations

Includes additional considerations for SPACs throughout, including, but not limited to, the SEC’s July 2024 final rule on SPACs, the SEC’s March 2025 announcement expanding accommodations for the nonpublic review process, and EGC eligibility considerations.

Issuance Costs Incurred in Conjunction With the Merger of a SPAC and Target

Adds Connecting the Dots to discuss considerations related to earn-out arrangements.

Indexation

In the table, amends the “Evaluation of Indexation Guidance” column for the type of earn-out arrangement described as “A variable number of shares will be issued on the basis of either (1) the combined company’s stated stock prices or (2) the price per share in a change of control of the combined company.”