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SPACs – PCAOB Publishes New Edition of Data Points on Auditors of SPACs at IPO

SEC Staff Views: Staff Statement on Select Issues Pertaining to Special Purpose Acquisition Companies NEW!

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SPACs – PCAOB Publishes New Edition of Data Points on Auditors of SPACs at IPO

Summary - The PCAOB released a new edition of Data Points, Auditors of SPACs at IPO. The PCAOB’s Office of Economic and Risk Analysis (OERA) publishes Data Points to provide stakeholders with informative data points on relevant topics. Data Points present concise, data-driven insights relevant to audits.

From January 2015 through August 2025, 1,291 special purpose acquisition company (SPAC) initial public offerings (IPOs) were listed on U.S. exchanges. At the time of their IPO, over 90% of these SPACs were audited by firms outside the six largest global accounting firm networks, with two such firms auditing more than 75% of these SPACs.

Data Points offer neutral, factual information drawn from PCAOB datasets and other available sources. They represent the views of PCAOB staff and not necessarily those of the Board, and they are not rules, policies, or statements of the Board.
All editions in the series are available on the Data Points page of the PCAOB’s website. The prior editions were:

Who Audits Emerging Growth Companies? (September 2025, updated October 2025); and
Registered Firm Staffing Trends (July 2025).

For more information, click here.

SEC Staff Views: Staff Statement on Select Issues Pertaining to Special Purpose Acquisition Companies

Summary - The staff in the SEC’s Division of Corporation Finance (Corp Fin) has published guidance on certain accounting, financial reporting and governance issues that should be carefully considered before a private operating company undertakes a business combination with a special purpose acquisition company (SPAC). Corp Fin cautions that SPACs are subject to certain limitations that should be considered by the SPAC and the private companies engaging in business combinations with SPACs before undertaking in such a transaction. These include:

Financial statements for the acquired business must be filed within four business days of the completion of the business combination pursuant to Item 9.01(c) of Form 8-K. The registrant is not entitled to the 71-day extension of that Item.
The combined company will not be eligible to incorporate Exchange Act reports, or proxy or information statements filed pursuant to Section 14 of the Exchange Act, by reference on Form S-1 until three years after the completion of the business combination.
The combined company will not be eligible to use Form S-8 for the registration of compensatory securities offerings until at least 60 calendar days after the combined company has filed current Form 10 information.
The combined company will be an “ineligible issuer” under Securities Act Rule 405 for three years following the completion of the business combination, which has certain consequences during that period.

Other topics discussed in this guidance include: (a) books and records and internal control requirements; and (b) initial listing standards of National Securities Exchanges.

In connection with Corp Fin’s guidance, SEC Acting Chief Accountant Paul Munter has issued a statement, Financial Reporting and Auditing Considerations of Companies Merging with SPACs. Munter indicates that in just the first two months of 2021, both the number of new SPACs and amount of capital raised by those SPACs have been reported to already match approximately three-fourths of all such activity last year.

Munter indicates that regarding SPAC transactions, it is “critical that the board of directors, audit committee (as applicable), management, and auditors of these operating companies fully understand and fulfill their respective professional responsibilities so that companies meet their obligations under the federal securities laws and investors are provided with high quality financial reporting at the time of the merger and on an ongoing basis in subsequent periods.”