The SEC’s Division of Corporation Finance issued a Staff Statement on Select Issues Pertaining to Special Purpose Acquisition Companies. Buried in the footnotes of this latest statement is an interesting and important observation by the SEC staff. While the statement itself serves to emphatically remind companies of their obligation to maintain books-and-records-level internal controls and to have in place disclosure controls and procedures, footnote 16 offers a balancing tone from the ‘‘no free pass’’ tone of the larger statement.

This article focuses on the statement and highlights key considerations for a private company to review during its public readiness transition.