June 10, 2022

VIA EMAIL

Vanessa A. Countryman
Secretary
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

Re: Special Purpose Acquisition Companies, Shell Companies, and Projections;
File No. S7-13-22; Release Nos. 33-11048, 34-94546

Dear Ms. Countryman:

The Securities Industry and Financial Markets Association (“SIFMA”),1 which represents the shared interests of hundreds of broker-dealers, investment banks, and asset managers throughout the United States, appreciates the opportunity to comment on the above-referenced package of proposed new rules and rule amendments (the “Release”)2 regarding special purpose acquisition companies (“SPACs”).

SIFMA agrees with the Securities and Exchange Commission (the “Commission”) that investors require useful and clear information in deciding whether to purchase securities in the initial public offering (“IPO”) conducted by a SPAC (a “SPAC IPO”) or to trade in the secondary market for post-IPO SPAC securities. They likewise need such information when making voting, investment and redemption decisions in a SPAC’s subsequent business combination transaction with one or more private operating companies (a “de-SPAC transaction”). In this letter, we do not focus on the disclosure aspects of the Release.

Instead, we are writing to address the Commission’s concerns relating to gatekeepers in de-SPAC transactions, and in particular, proposed Rule 140a. SIFMA shares the Commission’s view of the important role played by gatekeepers under the Securities Act. But we have significant concerns regarding proposed Rule 140a.

 

1 SIFMA is the leading trade association for broker-dealers, investment banks and asset managers operating in the U.S. and global capital markets. On behalf of our industry’s one million employees, we advocate on legislation, regulation and business policy affecting retail and institutional investors, equity and fixed income markets and related products and services. We serve as an industry coordinating body to promote fair and orderly markets, informed regulatory compliance, and efficient market operations and resiliency. We also provide a forum for industry policy and professional development. SIFMA, with offices in New York and Washington, D.C., is the U.S. regional member of the Global Financial Markets Association (GFMA).

2 See Special Purpose Acquisition Companies, Shell Companies, and Projections, SEC Release Nos. 33-11048, 34-94546 (March 30, 2022), 87 Fed. Reg. 29458 (May 13, 2022) [hereinafter “Release”].