Form S-1 Registration Statement

Forms and Documents

Forms and supporting documents for this ICR

Document	Type	Status	Availability
Form SEC 870 Form S-1	Form and Instruction	Modified	Available
Form SEC 870 Form S-1 Registration Statement	Form and Instruction	Modified	Repair queued
PRA supporting statement SPAC proposing release.Final.pdf	Supporting Statement A	Uploaded 2025-04-17	Available
PRA supporting statement SPAC proposing release.Final.pdf	Supporting Statement A	Uploaded 2025-04-17	Repair queued
February 18, 2025.EDGAR PIA.pdf	Supplementary Document	Uploaded 2025-04-14	Available
February 18, 2025.EDGAR PIA.pdf	Supplementary Document	Uploaded 2025-04-14	Repair queued

IC Document Collections

Information collection document groups

IC ID	Collection	Type	Status	Form
34231	Form S-1 Registration Statement	Form and Instruction	Modified	Form S-1
34231	Form S-1 Registration Statement	Form and Instruction	Modified

ICR Details

OMB Control No: 3235-0065	ICR Reference No: 202504-3235-009
Status: Historical Inactive	Previous ICR Reference No: 202305-3235-009
Agency/Subagency: SEC	Agency Tracking No: CF
Title: Form S-1 Registration Statement
Type of Information Collection: Revision of a currently approved collection	Common Form ICR:  No
Type of Review Request: Regular
OIRA Conclusion Action: Comment filed on proposed rule and continue	Conclusion Date: 05/21/2025
Retrieve Notice of Action (NOA)	Date Received in OIRA: 04/17/2025
Terms of Clearance: 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 commenter’s recommendation. The next submission to OMB must include the draft final rule.

table that charts list comparision

	Inventory as of this Action	Requested	Previously Approved
Expiration Date	04/30/2026	36 Months From Approved	04/30/2026
Responses	898	0	898
Time Burden (Hours)	141,978	0	141,978
Cost Burden (Dollars)	174,015,643	0	174,015,643

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Abstract: Form S-1 under the Securities Act is used by issuers who are not eligible to use other forms to register offering of their securities.

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Authorizing Statute(s): 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 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
   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
  

Citations for New Statutory Requirements: None

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Associated Rulemaking Information
RIN:	Stage of Rulemaking:	Federal Register Citation:	Date:
3235-AM90	Proposed rulemaking	87 FR 29458	05/13/2022

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Federal Register Notices & Comments

Did the Agency receive public comments on this ICR? No

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Number of Information Collection (IC) in this ICR: 1

table that charts list of burden

IC Title	Form No.	Form Name
Form S-1 Registration Statement	SEC 870	Form S-1

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Burden increases because of Program Change due to Agency Discretion: Yes

Burden Increase Due to: Changing Regulations

Burden decreases because of Program Change due to Agency Discretion: No

Burden Reduction Due to:

Short Statement: 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 decisions as to whether to purchase securities in SPAC registered offerings, including initial public offerings, and in 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 proposed new rules and amendments would, in the aggregate, increase the burdens and costs to SPACs and target private operating companies. These estimated burden and cost increases are expected to result primarily from the proposals to require additional disclosures in SPAC registered offerings and de-SPAC transactions, including additional disclosures on the sponsor of the SPAC, potential conflicts of interest, dilution, and the fairness of the de-SPAC transaction. In addition, the proposed re-determination of smaller reporting company (SRC) status would result in increased burdens in filing Forms 10-K, Forms 10-Q, Schedules 14A, Schedules 14C, and Form S-1 for those post-business combination companies that would lose SRC status, which takes into account the increased incremental burden in providing disclosures pursuant to non-SRC disclosure requirements. For purposes of the PRA, we estimate that the proposals relating to Form S-1 will result in a net increase of 365 burden hours and a net increase in the cost burden of $438,000 for the services of outside professionals.

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Annual Cost to Federal Government: $131,724,880

Does this IC contain surveys, censuses, or employ statistical methods? No

Does this ICR request any personally identifiable information (see OMB Circular No. A-130 for an explanation of this term)? Please consult with your agency's privacy program when making this determination.     Yes

Does this ICR include a form that requires a Privacy Act Statement (see 5 U.S.C. §552a(e)(3))? Please consult with your agency's privacy program when making this determination.     No

Is this ICR related to the Affordable Care Act [Pub. L. 111-148 & 111-152]? No

Is this ICR related to the Dodd-Frank Wall Street Reform and Consumer Protection Act, [Pub. L. 111-203]? No

Is this ICR related to the American Recovery and Reinvestment Act of 2009 (ARRA)? No

Is this ICR related to the Pandemic Response? No

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Common Form ICR:  No

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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:

(a) It is necessary for the proper performance of agency functions;

(b) It avoids unnecessary duplication;

(c) It reduces burden on small entities;

(d) It uses plain, coherent, and unambiguous language that is understandable to respondents;

(e) Its implementation will be consistent and compatible with current reporting and recordkeeping practices;

(f) It indicates the retention periods for recordkeeping requirements;

(g) It informs respondents of the information called for under 5 CFR 1320.8 (b)(3) about:

(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;

(h) It was developed by an office that has planned and allocated resources for the efficient and effective management and use of the information to be collected.

(i) It uses effective and efficient statistical survey methodology (if applicable); and

(j) It makes appropriate use of information technology.

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.

Certification Date: 04/17/2025

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