Hi all,

I've researched SEC filings of recent SPAC transactions to see the timelines from DA to De-SPAC (= Closing/Completion of Merger), and wanted to share the stats here in case someone wants to estimate when SPACs will change tickers after DA, down the road.

Link to the Google sheet

I've reviewed almost all the SPACs closed from 11/16 (BMRG/EOSE) to 2/16 (LGVW/BFLY).

tl;dr - how long?

Depends on the process, but typically 109 days from DA to ticker change via mainstream S-4 route. If the process is proxy statement route instead of S-4, it is 129 days from DA to ticker change.

See below for more detail.

Process Types

There are two types to make the closing happen in terms of SEC Filing: (i) Filing Form S-4, or (ii) Using Proxy Statements (not using S-4). I am not professional on this ramification but I believe this is just technicalities in SEC regulations so I am ignoring the definitions and rather focusing on the timelines.

You can simply identify the type by looking at S-4. if there is S-4 filed, that's S-4 route, otherwise proxy statements. So If I understand correctly, you won't know which route your SPAC is going, until either S-4 or preliminary proxy is actually filed.

In S-4 route, the major steps in SEC Filing are like below:

1. DA announcement: By filing either Form 425 or DEFA14A, which are both notifying shareholders about this merger. This typically comes with Form 8-K at the same time, known as the "Filing 8-K"
2. Initial Form S-4 Submission: Main registration form for going public via SPAC. Initial draft of this S-4 is filed, typically days or weeks after the first Form 425
3. Iterative S-4 Amendments: S-4 is amended multiple times in Form S-4/A, based on SEC reviews and actual data etc (e.g. dates, share count). This may take months.
4. Finalized S-4 becomes effective: Once S-4 is finalized, it goes effective. You can find when it became effective, by seeing EFFECT.
5. Delisting SPAC ticker, replaced by new ticker: After shareholder approval, Form 25-NSE or CERT is filed, and old SPAC ticker will disappear. This is when the ticker changes.

In Proxy Statement route, the major steps in SEC Filing are like below:

1. DA Announcement: Same with S-4. By filing DEFA14A (normally, or Form 425).
2. Preliminary Proxy Statement Draft: First draft of solicitation document (to shareholders) is filed, typically weeks after DA, using From PREM14A or DEFA14A.
3. Final Proxy Statement Draft: Similarly with S-4, after reviews, the finalized Proxy Statement for the merger is filed and to be used for the shareholder meeting. This is typically Form DEFA14A.
4. Delisting SPAC ticker, replaced by new ticker: Similarly, after shareholder approval, Form 25-NSE or CERT is filed, and the ticker changes.

Stats Summary

S-4 route

• DA to De-SPAC overall: 112 days (avg), 109 days (median)
  • DA to First S-4: 24 days (avg), 20 days (median)
  • First S-4 to Effective S-4: 62 days (avg), 59 days (median)
  • Effective S-4 to De-SPAC: 22 days (avg), 21 days (median)

Proxy Statement route:

• DA to De-SPAC overall: 125 days (avg), 129 days (median)
  • DA to Preliminary Proxy: 32 days (avg, median)
  • Preliminary Proxy to Final Proxy: 62 days (avg), 64 days (median)
  • Final Proxy to De-SPAC: 29 days (avg), 25 days (median)

Sample Estimates:

Let's take an example of IPOE/SoFi and estimate the closing date.

First you go to EDGAR page for IPOE, then you will find that Form S-4 is filed on 2021-01-11, then first S-4/A is filed on 2021-02-10 so far. So this is S-4 route.

While you never know the first S-4/A is the final one or not, at least you know the initial S-4 date, so add 62 22 days from S-4 date 2021-01-11, which gives you 2021-04-05 as estimated ticker change date.

As you can see in the raw dates table below, the interval is wide and this is just an estimate. but you can at least compare how your SPAC is trending compared to past processes.

Raw Dates

If you'd like to see raw dates for each SPAC, please see the screenshots attached.

Timeline for S-4 route De-SPAC

Timeline for Proxy route De-SPAC

Thanks for reading!