2204003 Informal Interpretation

Date

April 14, 2022

Rule

801.11

Staff

Kristin Shaffer

Response/Comments

We are assuming that the SPAC is the acquiring person. Whether an asset is exempt is not relevant to the SOP test, other than when no entity within the person has a regularly prepared balance sheet. In that specific case, cash used for the transaction (but not any other cash or exempt assets) may be excluded in determining whether the SOP test is met. See Rule 801.11.

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Question

From: Shaffer, Kristin <kshaffer@ftc.gov>
Sent: Thursday, April 14, 2022 4:55:11 PM (UTC-05:00) Eastern Time (US & Canada)
To: [Redacted]
Cc: HSRHelp <HSRHelp@ftc.gov>
Subject: RE: SPAC Transaction

[Redacted]

Best regards,

Kristin

Kristin Shaffer

Attorney

Premerger Notification Office

Federal Trade Commission

202-326-2388 | kshaffer@ftc.gov

From: Ziarno, Alycia <AZIARNO@nixonpeabody.com>
Sent: Thursday, April 14, 2022 3:18 PM
To: HSRHelp <HSRHelp@ftc.gov>
Subject: SPAC Transaction

Assume that in a SPAC transaction the SOT test is met, but the total valuation is below the current $403.9 MUSD threshold, so the SOP test has to considered. Since the SPAC’s only asset is the cash it holds, and cash is exempt, the transaction (no backside filings) is not reportable, correct?

Sheinberg, Samuel I.
From: 	HS RH elp
Sent: 	Thursday, Apr il 14, 2022 4:55 PM
To: 	Walsh, Kathryn E.; Be r g, Karen E.; Musi ck, Vessel in a; Sheinberg, Samuel I. ; Six, Anne; Whitehead, No ra
Subject: 	FW: SPAC Transact io n
From: Shaffer, Kristin < kshaffer@ftc.gov>
Sent: Thursday, April 14, 2022 4:55:11 PM (UTC-05 :00) Eastern Ti me (US & Canada)
To:
Cc: 	e p < 	e p 	c.gov>
Subject: RE: SPAC Transaction
We are assuming that the SPAC is the acquiring person . Whether an asset is exempt is not relevant to the SOP test,
-other than when no ent i ty wi th in the person has a regular ly prepared ba lance sheet. In that specific case, cash used for
the transaction (but not any other cash or exempt assets) may be excluded in determin ing w hether the SOP test is met.
See Ru le 801.11.
Best regards,
Kristin
Kristin Shaffer
Attorney
Premerger Noti fi cation Office
Federal Tra de Commission
202-32 -
From :
Sent: Thursday, Apri l 14, 2022 3:18 PM
To: HSRHelp <HSRHelp@ftc.gov>
Subject: SPAC Transaction
Hi
Assume that in a SPAC transaction the SOT test is met, but the tota l valuation is below the current $403.9 MUSD
thresho ld, so the SOP test has to considered. Since the SPAC's only asset is the cash it ho lds, and cash is exempt, the
transaction (no backsi de fi lings) is not reportable, correct?
1

2204003 Informal Interpretation

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