On September 16, 2024, CorpFin updated its FAQs for companies that submit draft registration statements for nonpublic review. The JOBS Act provided this nonpublic review process for Emerging Growth Companies, and in 2017 CorpFin announced it would provide a nonpublic review option for many other companies.  The current update to the related FAQs makes a change for SPAC transactions.

The SECs Final Rules for SPACs created a requirement for companies acquired by a SPAC to be a co-registrant in a de-SPAC transaction registration statement.  The update addresses when a co-registrant’s CIK and related information should be included in the EDGAR process:

(19) Question:

If a registrant uses the confidential submission process to submit a draft registration statement in connection with a de-SPAC transaction, when should it include any co-registrant’s CIK and related submission information in the EDGAR Filing Interface?

Answer:

In EDGAR Release 24.3, EDGAR was enhanced to allow co-registrants on draft registration statement submissions. See Section 7.2.1 Accessing the EDGARLink Online Submission of the EDGAR Filer Manual. The primary registrant must include the co-registrant’s CIK and related submission information in EDGAR when it submits the draft registration statement. See Section 7.3.3.1 Entering Submission Information of the EDGAR Filer Manual. The draft registration statement must also contain the information required by the applicable registration statement form, including required information about the target company. Co-registrants do not need to separately submit the draft registration statements or related correspondence in EDGAR.

One interesting aspect of these FAQs is that finding them is a bit of a treasure hunt.  Beyond the “What’s New” notice on September 16, this Announcement, most recently updated on June 24, 2020, has a link to the FAQs.

As always, your thoughts and comments are welcome.