The Securities Commission has granted an exemption to a filer from certain financial statement requirements in connection with a qualifying transaction under the special purpose acquisition corporation (SPAC) program. The filer, an SEC issuer, is acquiring a private US issuer and needs to include the target’s financial statements in a non-offering prospectus and an information circular.
Key points:
– The filer is exempt from Sections 3.2 and 3.3 of National Instrument 52-107, which require financial statements to be prepared in accordance with International Financial Reporting Standards (IFRS) and audited in accordance with Canadian GAAS.
– The exemption allows the filer to prepare financial statements in accordance with U.S. GAAP and audit them in accordance with U.S. PCAOB GAAS.
– This exemption applies to the financial statements of the US target and any pro forma financial statements included in the filer’s prospectus and information circular.
– The exemption is contingent on the filer completing the qualifying transaction as described.
The decision is based on the filer’s status as an SEC issuer and the practicality of using U.S. accounting and auditing standards for the US target’s financial statements. The exemption will terminate if the qualifying transaction is not completed as anticipated.