Last week, Corp Fin announced updates to the Financial Reporting Manual, reflecting changes arising from Release No. 33-11265, Special Purpose Acquisition Companies, Shell Companies, and Projections, which was effective July 1, 2024. The Staff notes that the following Topics/Sections of the Financial Reporting Manual have been updated:

– 1140.5 Audit Requirement for Non-Reporting Target
– 1140.7 Reverse Acquisitions
– 1170.2 Financial Statement Dates and Periods
– 5130 Shell Company
– 8310 Presentation of Net Tangible Book Value per Share
– 8340 Net Tangible Book Value per Share, As Adjusted [S-K 1602(a)(4), 1602(c), 1604(c)]
– 10110 Eligibility as an EGC
– 10120 Other Eligibility Issues
– 10220.6 Financial Statements of a Target Company in a Form S-4 or Proxy Statement When Registrant Is a Shell Company
– 10220.7 Financial Statements of a Target Company in a Form S-4 or Proxy Statement When Registrant Is Not a Shell Company
– 12220.1 Form 8-K – Reverse Recapitalization with a Shell Company
– 12250 Auditor Issues
– 12260 Registration and Proxy Statements for Mergers, Acquisitions, De-SPAC Transactions, and Similar Transactions
– 12300 Additional Considerations for Acquisitions of Businesses by a Shell Company, Including De-SPAC Transactions

The Staff updates the Financial Reporting Manual on an ad hoc basis to reflect new regulatory developments and interpretations.

– Dave Lynn