---
kind: "section"
citation: "17 C.F.R. § 229.1601"
title: "17"
number: "229.1601"
heading: "(Item 1601) Definitions."
url: "https://uscodex.org/cfr/17/229.1601"
---

# §229.1601. (Item 1601) Definitions.


For the purposes of this subpart:

- (a) **De-SPAC transaction.** The term de-SPAC transaction means a business combination, such as a merger, consolidation, exchange of securities, acquisition of assets, reorganization, or similar transaction, involving a special purpose acquisition company and one or more target companies (contemporaneously, in the case of more than one target company).
- (b) **Special purpose acquisition company (SPAC).** The term special purpose acquisition company (SPAC) means a company that has:
  - (1) **Indicated that its business plan is to—**
    - (i) Conduct a primary offering of securities that is not subject to the requirements of [§ 230.419](/cfr/17/230.419.md) of this chapter ([Rule 419](/cfr/17/419.md) under the Securities Act);
    - (ii) Complete a business combination, such as a merger, consolidation, exchange of securities, acquisition of assets, reorganization, or similar transaction, with one or more target companies within a specified time frame; and
    - (iii) Return proceeds from the offering and any concurrent offering (if such offering or concurrent offering intends to raise proceeds) to its security holders if the company does not complete a business combination, such as a merger, consolidation, exchange of securities, acquisition of assets, reorganization, or similar transaction, with one or more target companies within the specified time frame; or
  - (2) Represented that it pursues or will pursue a special purpose acquisition company strategy.
- (c) **SPAC sponsor.** The term SPAC sponsor means any entity and/or person primarily responsible for organizing, directing, or managing the business and affairs of a special purpose acquisition company, excluding, if an entity is a SPAC sponsor, officers and directors of the special purpose acquisition company who are not affiliates of any such entity that is a SPAC sponsor.
- (d) **Target company.** The term target company means an operating company, business or assets.

## Notes

### Source

Source: 89 FR 14316, Feb. 26, 2024, unless otherwise noted.

### Authority

Authority: 15 U.S.C. 77e, 77f, 77g, 77h, 77j, 77k, 77s, 77z-2, 77z-3, 77aa(25), 77aa(26), 77ddd, 77eee, 77ggg, 77hhh, 77iii, 77jjj, 77nnn, 77sss, 78c, 78i, 78j, 78j-3, 78l, 78m, 78n, 78n-1, 78o, 78u-5, 78w, 78ll, 78 mm, 80a-8, 80a-9, 80a-20, 80a-29, 80a-30, 80a-31(c), 80a-37, 80a-38(a), 80a-39, 80b-11 and 7201 et seq.; 18 U.S.C. 1350; sec. 953(b), Pub. L. 111-203, 124 Stat. 1904 (2010); and sec. 102(c), Pub. L. 112-106, 126 Stat. 310 (2012).

### Source

Source: 47 FR 11401, Mar. 16, 1982, unless otherwise noted.