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Exclusive: U.S. watchdog weighs guidance aimed at curbing SPAC projections, liability shield – sources

imageStock Markets17 minutes ago (Apr 27, 2021 03:35PM ET)

(C) Reuters. FILE PHOTO: The SEC logo

By Anirban Sen, Chris Prentice and Joshua Franklin

WASHINGTON (Reuters) – The U.S. securities regulator is considering new guidance to rein in growth projections made by listed blank-check companies, and clarify when they qualify for certain legal protections, according to three people with knowledge of the discussions.

The measures being weighed by staff at the Securities and Exchange Commission (SEC) would escalate its crackdown on the deal frenzy in special purpose acquisition companies, or SPACs, which it worries is putting investors at risk.

Wall Street’s biggest gold rush of recent years, SPACs are listed shell companies that raise funds to acquire a private company and take it public, allowing targets to sidestep the more onerous regulatory checks of an initial public offering.

A record $100 billion has already been raised by U.S. SPACs – also known as blank-check companies – so far this year, while the value of SPAC mergers and acquisitions hit a record $263 billion, according to data from Dealogic.

The boom has drawn scrutiny from the SEC which has issued a number of warnings over SPAC marketing and investor communications.

Among the concerns it has flagged are SPAC earnings growth projections. SPAC sponsors say the projections are important for investors, especially when targets are unprofitable startups, but investor advocates say they are frequently wildly optimistic or misleading.

SEC staff are considering new guidance or rules aimed at curbing such earnings growth projections, the people said. Under consideration is having the agency detail the conditions on which the projections can be made, two of them said.

In addition, the SEC is also considering guidance aimed at clarifying when a key liability protection for such forward-looking statements applies to SPACs, the three sources said.

Exclusive: U.S. watchdog weighs guidance aimed at curbing SPAC projections, liability shield – sources

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