SEC Comment Letter Series · Vol. 1 — de-SPAC · 2026-10-28
What the SEC Really Asks in de-SPAC Reviews
14,960 comments on 280 S-4 / F-4 reviews: the topics, the follow-ups, and the answers that close them
We read every public SEC comment on de-SPAC registration statements and every company response, linked each follow-up to the answer it rejected, and joined the result to SPAC, sponsor and deal data. This volume explains what the Staff asks inside the most-questioned topics — projections, revenue recognition, valuation, the background of the deal — which answers close a comment and which bring it back, and whether the SPAC or the target decides how hard the review is.
Outline · 11 chapters
- 01How we read 14,960 commentsThe corpus, how comments are linked to answers and follow-ups, and what an answer “closing” means.
- 02What the Staff asks — and what it keeps askingVolume, coverage and re-raise rates for 13 topics, and how each grew from 2021 to the post-1600 era.
- 03Projections: the Staff wants the assumption behind every numberWhat the Staff asks about projection models — assumptions, drivers, history, time horizon, commercialization, funding, discount rates — and which answers fail.
- 04Revenue recognition: fewer deals, longer argumentsPerformance obligations, licenses, crypto and non-cash consideration, principal vs agent — and why accounting answers that argue are re-raised.
- 05Valuation and the board's determinationComparable companies, multiples, implied value, advisor fees, the missing fairness opinion — one of the fastest-growing topics.
- 06Background of the business combination: show how the price was reachedNegotiation history, prior relationships, PIPE, how the valuation moved, earnouts — and the page-reference effect.
- 07Business claims, sponsor interests and dilutionHigh-volume, lower-difficulty topics: what drives them and what still gets re-raised.
- 08Answers that close vs answers that come backAcross 5,925 answered comments: revisions, page references, pushback, citations and length — and why SEC came back.
- 09SPAC size, sponsor track record and advisersRaw differences by trust size, sponsor experience, underwriter, counsel and auditor — and what is left once the review era is held constant.
- 10Valuation, revenue and industryHigh- vs low-valuation targets: how many comments, on what, and how often repeated; which companies are asked least.
- 11Definitions, limitations and the seriesTerms, what the data cannot show, and what Volumes 2 and 3 will cover.