However, when business combination occurs, a forward merger and a reverse merger recapitalization have varying effects on the emerging growth company status for the year. Requirements to qualify as an EGC and the differences between forward mergers and reverse merger recapitalizations are shown as follows:
In either scenario (forward or reverse merger), the combined company must file a Form 8-k (Super 8-k) which will disclose changes in registrant control, changes in shell company status, acquisition or disposition of assets and will include recent financial statements and exhibits. The combined company typically files a registration statement on Form S-3 to register any shares that will be issued, exercise SPAC warrants, and any other outstanding and unregistered shares.
It is important to note, however, that combined companies from a SPAC combination are treated differently than well-known seasoned issuers for the first three years as a public company.
This means any Form S-3 that is filed is subject to SEC staff review and must be declared effective, a registration statement filed by a well-known seasoned issuer is automatically effective. After the closing the combined company is a publicly-traded operating company and is responsible for complying with all SEC filing requirements.