Document Type

Article

Publication Title

Yale Journal on Regulation Bulletin

Abstract

In this Essay we follow up on our prior Article by explaining exactly what a SPAC must disclose in order to inform its shareholders of how much net cash will be invested in a proposed merger—and how that net cash is related to the value shareholders can expect to reap by choosing not to redeem their shares and instead invest in the merger. Because we are writing this Essay in response to the SEC’s proposal, we take a very nuts-and-bolts approach. We explain that disclosure of dilution requires a calculation of net cash per share, and we explain how to do that calculation. We also include an Appendix with FAQs, which are based on questions we have gotten in response our earlier Article. In doing so, we construct a “how-to guide” for the SEC to require SPACs to disclose the extent to which they have diluted equity and dissipated cash as of the time of a merger.

First Page

18

Volume

40

Publication Date

2022

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