Expand
Resize
Add to favorites
Figure 1-3 illustrates items typically included in the Super 8-K filed within four business days of consummation of the de-SPACing transaction. Registrants should consider consulting with their legal counsel regarding Form 8-K reporting requirements.
Figure 1-3
Common Super 8-K reporting obligations
Item No.
Title
Description
1.01
Entry into a Material Definitive Agreement
Disclosure of material agreements, including any that have the effect of causing the SPAC to cease being a public shell company
2.01
Completion of Acquisition or Disposition of Assets
Description of the SPAC merger, including the parties involved and the consideration transferred (e.g., shares, cash), as well as information required for the registration of securities on Form 10
3.02*
Unregistered Sales of Equity Securities
Provided when shares are sold to private investors (e.g., in a PIPE deal) or when the owners of the target company receive shares as part of the SPAC merger
4.01*
Changes in Registrant’s Certifying Accountant
Provided when the SPAC and the target company do not have the same external auditors, which is usually the case in a SPAC merger
5.01
Changes in Control of Registrant
Required when the target company’s owners receive shares of the combined company in exchange for their ownership interest in the target; this section should include information required for registration of securities on Form 10
5.02*
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Generally, the target company’s officers (e.g., CEO, CFO) will continue as officers of the combined company replacing those of the SPAC. The target company can typically elect a select number of directors to serve on the board.
5.03*
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Required when the target company’s year-end is not the same as the SPACs and the combined company will change year ends or changes to the articles of incorporation or bylaws were made that had not been disclosed in the proxy or registration statement
5.06
Change in Shell Company Status
Required when as a result of acquiring an operating entity, the SPAC is no longer a shell company
9.01
Financial Statements and Exhibits
Pro forma financial information and disclosures should generally be updated to reflect the final SPAC shareholder redemptions and other terms and information finalized upon the closing of the SPAC merger. Financial information is typically updated based on staleness dates.
* Items marked may be included based on the circumstances of the deal
Gap in reporting
In some cases, the age of financial statements requirements may result in a situation in which the Super 8-K does not include the target company’s financial statements for the most recent quarter end or year end preceding the consummation of the merger. However, as the reporting entity is subject to the SEC’s periodic reporting requirements following the merger, an amended Form 8-K must be filed (using Form 8-K/A) that includes the financial statements for the target company’s most recent quarter or year end, as applicable, to avoid a gap in reporting.
The due date for the Form 8-K/A is based on the SPAC’s accelerated filer status, which determines the number of days following the target company’s period end (60, 75, and 90 days for annual periods and 40, 40, and 45 days for interim periods for large accelerated, accelerated, and non-accelerated filers, respectively).
If the merger is completed after a quarter-end or year-end date, but before the Form 10-Q or 10-K for the SPAC has been filed, the SPAC would still be required to file the Form 10-Q or 10-K.
Change in auditor
Unless the same auditor reported on the most recent financial statements of both the legal acquirer/issuer and the target company, a reverse merger will result in a change in auditor.
The Form 8-K filed to report the completion of the reverse merger should include (under Item 4.01) the relevant auditor change disclosures required by Regulation S-K Item 304. The auditor that will no longer be associated with the registrant’s financial statements is treated as the predecessor auditor. If a decision as to which firm will be the continuing auditor has not been made at the time the initial Form 8-K reporting the completion of the acquisition is filed, a separate Item 4.01 Form 8-K must be filed no later than four business days after the date that the decision is made. See SEC FRM 4520.3a. The registrant should consider indicating that a decision has not been made in the initial Form 8-K reporting the completion of the reverse merger.
In addition, the relevant disclosures required by Regulation S-K Item 304 must be made with respect to any changes in the target company’s auditor that occurred during the target company’s two most recently completed fiscal years or in any subsequent period up to the date of the reverse merger. Those disclosures must be included in the first filing containing the accounting acquirer’s financial statements. This disclosure is in addition to the disclosures in the Item 4.01 Form 8-K. See SEC FRM 4520.3(b).
Expand

Welcome to Viewpoint, the new platform that replaces Inform. Once you have viewed this piece of content, to ensure you can access the content most relevant to you, please confirm your territory.

Your session has expired

Please use the button below to sign in again.
If this problem persists please contact support.

signin option menu option suggested option contentmouse option displaycontent option contentpage option relatedlink option prevandafter option trending option searchicon option search option feedback option end slide