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Abstract: 

Foreign private issuers (“FPIs”) are a meaningful part of the SPAC universe: FPIs can be SPACs, the private operating business that is the subject of a deSPAC transaction and the resulting SEC-registered entity after the deSPAC transaction. This article discusses how FPIs have historically navigated SEC rules relating to SPACs and how the SEC’s new rules specifically impact FPIs. Special Purpose Acquisition Companies that are Foreign Private Issuers or acquire Foreign Private Issuers should be mindful of new SEC rules, especially SEC Guidance on timing of Foreign Private Issuer status.

Keywords: Foreign Private Issuers (“FPIs”); SPAC Life Cycle; SEC Regulatory Framework for SPACs; deSPAC Transactions

Affiliations:  1: Latham & Watkins LLP.