Auditors spend their careers in the trenches reading through and trying to interpret other people’s mail to discern what is critical information. In a de-SPAC, the most instructive and meaningful mail arrives late. SEC staff comment letters post to EDGAR only after a registration statement goes effective, which means the shareholder vote is usually over before anyone outside the deal team can read them. But for the people preparing the next deal, those letters are the closest thing to seeing the exam questions in advance.

So, we read them to better prepare for the most important test ahead. My team pulled every de-SPAC registration statement on Form S-4, or F-4, declared effective between August 2025 and July 2026- 51 deals in all- along with every staff letter and company response posted for them.

Because the release of SEC correspondence has slowed sharply since last fall’s government shutdown, letters are public for only 17 of those deals so far. That still comes to 80 staff letters and 1,369 individual comments. For context, we ran the same exercise on the 174 de-SPACs that went effective in 2023 and 2024.

One piece of industry lore first.

Several lawyers have told me that reviews have gotten lighter and that deals are sailing through in recent months with a much lower load of comments. The public record does not bear that out. The median reviewed deal in this period drew 71 comments, versus 65 in 2023–24, and the median first-round letter ran 47 comments, versus 41. Deals are clearing faster this year, but the staff is not asking fewer questions. It is asking different ones. As more letters are released, we will see whether that pattern has held in recent months.

Hot Topics for the SEC Reviewers

The largest single category did not exist in its current form two years ago. The SEC’s 2024 SPAC rules added a dedicated set of disclosure requirements, Subpart 1600 of Regulation S-K, covering sponsor compensation, conflicts of interest and dilution. Comments on those topics averaged 13 per reviewed deal over the past year, nearly double the 2023–24 level, and appeared in every single review. They now account for roughly one comment out of every six.

About 18% of all comments were technical accounting-related comments, roughly 15 per deal, essentially unchanged from 2023–24. The mix inside that number has shifted, as the charts show.

A few shifts stand out.

Redemption and trust-account comments fell by nearly half, a relic of the 2023 extension wave fading from view. Non-GAAP Measurement comments nearly disappeared as fewer targets lead with adjusted EBITDA. Segment comments more than tripled once the FASB’s new segment-expense standard took effect.

Regulatory comments rose by half, reflecting a deal mix heavy in nuclear, autonomy and digital assets. Asia-based targets continued to receive the standard disclosure requests on required permissions and cash transfers. And bitcoin treasury companies brought an entirely new line of questioning.

The Accounting File

1. Pro forma math gets checked line by line. Pro forma financial information drew comments in more than four of five reviewed deals, and the questions are usually about arithmetic and consistency rather than theory. At SharonAI Holdings (SHAZ), the staff noted that because the SPAC was “the acquiree,” its post-period transaction costs of roughly $1.3 million should come out of the pro forma income statement. At Kodiak AI (KDK), it asked the company to disclose “the maximum redemption level” at which the deal would still be accounted for as a reverse recapitalization, and to consider a third pro forma column for that scenario. That is the point at which the accounting itself flips. For readers outside the accounting trenches: in a reverse recapitalization, the private operating company is treated as the acquirer for accounting purposes, even though the SPAC is the legal acquirer. The transaction is booked as if the target issued shares for the SPAC’s cash, with no goodwill and no step-up of the target’s assets to fair value. Which party counts as the accounting acquirer turns on factors such as relative voting rights, board composition and senior management. Redemptions change the voting math, so at some level the answer can change, and the deal would instead be recorded as a business combination at fair value.

2. What kind of deal is this, exactly? The accounting-acquirer conclusion drives everything downstream. SharonAI initially concluded the combination fell outside business-combination accounting and applied share-based payment guidance instead; the staff asked it to explain why. At Terrestrial Energy (IMSR), the staff examined a Canadian exchangeable-share structure and concluded that the exchangeable holders “appear to hold the economic interest” in the exchange subsidiary, suggesting presentation as non-controlling interests. Structuring decisions made in the term sheet end up in the equity footnote.

3. SAFEs, sponsor loans and the capital stack. SAFEs and convertible instruments came up in 11 of the 17 reviewed deals, often alongside sponsor loans and forward arrangements. In a typical de-SPAC, the target raises bridge capital while the deal is pending through SAFEs (simple agreements for future equity) or convertible notes that convert into shares at closing, usually at a discount to the deal price. On the SPAC side, the sponsor often funds extensions and working capital with loans convertible into warrants or shares, and forward purchase agreements with investors help backstop cash against redemptions. Each instrument raises the same three questions: is it debt or equity, how is it measured, and how much does it dilute public shareholders? Kodiak drew questions on when sponsor-affiliate SAFE loans would be repaid if not converted, and how conversion into warrants would affect per-share figures. Warrant and financing-instrument comments averaged close to two per deal, up from 1.4. The 2021 warrant restatements taught the SPAC industry that classification questions are non-trivial and can derail a deal timeline if not handled properly.

4. The notes still get read. At Nidar Infrastructure, a data-center developer, the staff flagged that the expected loss ratio on older receivables had jumped “from 7.58% to 99.99%” and asked for an explanation. At Instinct Bio Technical (BIOT), it asked why no loss allowance was booked against current receivables when the prior year carried “an allowance of over $2 million” against $2.5 million of them. At Kodiak, revenue recognition questions ran stream by stream, from autonomous freight delivery to ground autonomy work for the U.S. Army.

What the SEC Is Looking for in Disclosure

1. The sponsor’s economics, in a table. The new rules require sponsor compensation and dilution in tabular form, and the staff enforces the format. Kodiak’s first letter asked for the sponsor-compensation table, the full dilution table, and the valuation at each redemption level at which non-redeeming holders would break even on the IPO price. Expect these comments on every deal and expect them to be reissued until the tables are complete.

2. The board’s valuation meets the PIPE. The most pointed comment in the set went to the Alps Group (ALPS) transaction. The SPAC board had cited a verbal PIPE commitment as the primary basis for a pre-money valuation of approximately $1.6 billion. After two subscription agreements terminated, the disclosed PIPE figure was “reduced from US$40.23 million to US$3.48 million.” The staff asked what consideration the board gave to reevaluating the deal. Kodiak, in a milder version, was asked to explain assuming $100 million of PIPE proceeds when only $60 million had been committed. The staff checks whether the numbers a board relied on still exist.

3. Projections without a safe harbor. The 2024 rules took the litigation safe harbor for forward-looking statements off the table for de-SPACs, and the staff reminds filers who forget. Kodiak was told reliance on it “is not permitted for this initial business combination.” Terrestrial was asked to disclose the target dates, installed capacity and deployment cycle “necessary to achieve” an estimated levelized cost of electricity of $69 per megawatt-hour. Projection comments appeared in 59% of reviewed deals.

4. The technology story must hold up. Frontier sectors bring frontier questions. Kodiak was asked whether its AI models use outside data or “are closed-loop systems.” SharonAI was asked what datasets its AI uses and whether it relies on third-party products. Terrestrial was asked to clarify whether its reactor design was in formal Nuclear Regulatory Commission review or still in the pre-application phase. None of this is hostile. It is the staff insisting that the investor deck and the prospectus describe the same company.

5. Bitcoin treasuries meet Regulation S-K. Twenty One Capital (XXI) and ProCap Financial, now Silvia (SVIA), received word-for-word identical requests to disclose “policies related to air drops, incidental rights and hard forks,” which tells you the staff has built a crypto checklist. Twenty One was asked to add risk factors covering the possibility of “a bitcoin owner obtaining control over the bitcoin network,” and to disclose the material terms of its custody agreement, including insurance. ProCap was later pushed for quantitative disclosure of that insurance coverage.

6. And the occasional curveball. Terra Innovatum (NKLR), a micro-modular reactor developer, listed the adidas trademark lawsuit against Thom Browne as a potential negative factor in the SPAC board’s deliberations. How a dispute over sneaker stripes bore on a nuclear deal was not obvious from the filing. The staff asked the company “to explain the relevance.”

What The Auditor Sees

Read enough of these letters and a pattern emerges. Very few comments are hard disagreements. Most are requests for the analysis behind a number: the redemption scenario behind the pro forma, the accounting-acquirer memo behind the equity presentation, the PIPE commitment behind the valuation. When that analysis already exists, the response takes days. When it does not, the review takes months.

That argues for doing three things before the first filing.

Build the pro forma with redemption scenarios and reconcile every adjustment to its components. Document the accounting conclusions on the acquirer, the financing instruments and any unusual equity structure while the deal terms can still change. And lastly, draft the Subpart 1600 tables before the definitive agreement is signed, because the staff will read them against every other number in the document.

These are the same disciplines I wrote about in twelve audit questions for sponsors choosing an auditor and in the six warning signs that show up in filings before a deal dies. The comment letters are the third leg: they show what the regulator will test once the filing is in.

The Encouraging Part

None of this is hidden. The staff’s questions are public, they are consistent from deal to deal, and they are increasingly predictable.

A sponsor and target that treat the comment-letter record as a preparation guide can file a cleaner first draft, answer faster, and reach the vote with fewer surprises. With de-SPAC volume rebuilding and clearance times already shortening, that preparation is becoming a competitive advantage rather than a compliance chore.

At MBP Global and MarcumAsia, we work with SPAC sponsors, target-company CFOs, and de-SPAC management teams on exactly these questions — before they become filings. If you want to talk through your situation, reach out directly.

Drew Bernstein is co-chairman and co-founder of MBP Global and MarcumAsia. He has spent his career auditing cross-border and capital-markets transactions.