Pursuant to 5 CFR 1320.11(c), OMB files this comment on this information collection request (ICR). This OMB action is not an approval to conduct or sponsor an information collection under the Paperwork Reduction Act of 1995. This action has no effect on any current approvals. If OMB has assigned this ICR a new OMB Control Number, the OMB Control Number will not appear in the active inventory. For future submissions of this information collection, reference the OMB Control Number provided. The agency shall examine public comment in response to the NPRM and will describe in the supporting statement of its next collection any public comments received regarding the collection as well as why (or why it did not) incorporate the commenterâs recommendation. The next submission to OMB must include the draft final rule.
Inventory as of this Action
Requested
Previously Approved
08/31/2026
36 Months From Approved
08/31/2026
1,378
0
1,378
30,834
0
30,834
12,333,000
0
12,333,000
A reporting company that makes a tender offer for its own securities must file Schedule TO. Persons other than the reporting company making a tender offer for equity securities registered under Section 12 of the Exchange Act (which offer, if consummated, would cause that person to own over 5% of that class of the securities) also must file Schedule TO.
US Code:
15 USC 77f
Name of Law: Securities Act of 1933
US Code:
15 USC 77g
Name of Law: Securities Act of 1933
US Code:
15 USC 77j
Name of Law: Securities Act of 1933
US Code:
15 USC 77s(a)
Name of Law: Securities Act of 1933
US Code:
15 USC 77z-3
Name of Law: Securities Act of 1933
US Code:
15 USC 78c
Name of Law: Securities Exchange Act of 1934
US Code:
15 USC 78w(a)
Name of Law: Securities Exchange Act of 1934
US Code:
15 USC 78mm
Name of Law: Securities Exchange Act of 1934
US Code:
15 USC 80a-6(c)
Name of Law: Investment Company Act of 1940
US Code:
15 USC 80a-37
Name of Law: Investment Company Act of 1940
US Code:
15 USC 78l
Name of Law: Securities Exchange Act of 1934
US Code:
15 USC 78m
Name of Law: Securities Exchange Act of 1934
US Code:
15 USC 78n
Name of Law: Securities Exchange Act of 1934
US Code:
15 USC 78o
Name of Law: Securities Exchange Act of 1934
The proposed new rules and amendments are intended to improve the usefulness and clarity of the information provided to investors so that they can make better informed voting, investment and redemption decisions in connection with de-SPAC transactions. The proposed new rules and amendments are also intended to enhance investor protections as well as provide additional clarity regarding the legal obligations of target companies and others in connection with de-SPAC transactions. We anticipate that the proposals to require additional disclosures in SPAC registered offerings and de-SPAC transactions would increase the compliance burden on SPACs and target private operating companies, which would be offset, to an extent, by a decrease in compliance burden from the proposed amendments to Regulation S-X. For purposes of the PRA, we estimate that, overall, the proposals relating to Schedule TO will result in a net decrease of 14 burden hours and a net decrease in the cost burden of $16,200 for the services of outside professionals.
On behalf of this Federal agency, I certify that the collection of information encompassed by this request complies with 5 CFR 1320.9 and the related provisions of 5 CFR 1320.8(b)(3).
The following is a summary of the topics, regarding the proposed collection of information, that the certification covers:
(i) Why the information is being collected;
(ii) Use of information;
(iii) Burden estimate;
(iv) Nature of response (voluntary, required for a benefit, or mandatory);
(v) Nature and extent of confidentiality; and
(vi) Need to display currently valid OMB control number;
If you are unable to certify compliance with any of these provisions, identify the item by leaving the box unchecked and explain the reason in the Supporting Statement.
PRA supporting statement SPAC proposing release.Final.pdf
Schedule TO