Correct.
Question
From: Whitehead, Nora <nwhitehead@ftc.gov>
Sent: Friday, May 26, 2023 9:56:47 AM (UTC-05:00) Eastern Time (US & Canada)
To: [Redacted]
Cc: HSRHelp <HSRHelp@ftc.gov>
Subject: RE: 801.1(c)(3) guidance for "Trust Accounts"
Correct.
From: [Redacted]
Sent: Thursday, May 25, 2023 12:27:09 PM (UTC-05:00) Eastern Time (US & Canada)
To: HSRHelp <HSRHelp@ftc.gov>
Subject: 801.1(c)(3) guidance for "Trust Accounts"
Good afternoon, I’m seeking some belts-and-suspenders guidance regarding how to interpret assets held on a regularly prepared balance sheet of a SPAC.
A hypothetical SPAC, which is its own UPE, holds most of its assets (cash) in what it calls a “trust account”. Per its 10K, the “trust account” reverts to the SPAC’s shareholders (not to the SPAC itself) in the event a contemplated business acquisition does not take place, and the SPAC has no reversionary interest in the account. The SPAC does not have the power to appoint 50% or more trustees. However, the “trust account” and its contents appears on the 10K as part of the SPAC’s assets.
My assumption is that the “trust account” is not a true “trust” entity, and should therefore be included when calculating the assets that the SPAC “controls” for purposes of 801.1(c)(3) and determining a size of person test. Is this assumption correct?