On March 31, the staff of the Division of Corporation Finance (the Staff) of the Securities and Exchange Commission issued a staff statement (the Staff Statement) relating to accounting, financial reporting and governance issues for private companies to consider before engaging in a business combination with a special purpose acquisition company (SPAC). Shell Company Restrictions The Staff Statement serves as a reminder of important limitations under the federal securities laws that apply to SPACs, given their status as shell companies under the federal securities laws, and that should be considered in the context of a business combination. These shell company limitations include: Additionally, although not specifically mentioned in the Staff Statement, under existing SEC rules and guidance, the combined company following a business combination will not be eligible to use Form S-3 for short-form registrations until one year following the business combination.