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Form EFFECT

SPAC Glossary

This definition is an AI-generated draft pending editorial review.

The SEC's notice declaring a registration statement (S-1, S-4, or F-4) effective, permitting the registered securities to be sold to the public — a critical milestone that enables the SPAC IPO, the de-SPAC shareholder vote, or the resale of restricted post-merger shares.

Form EFFECT is a brief administrative filing by the SEC that marks the moment a registration statement becomes effective. It contains no substantive disclosure — just the registrant name, file number, and effective date — but it is one of the most consequential events in the SPAC timeline because it gates several critical actions.

For a SPAC IPO, effectiveness of the S-1 registration statement is the green light to price the offering and begin trading. No public shares can be sold until the SEC declares the registration effective. The time from initial S-1 filing to effectiveness typically ranges from 30 to 90 days, depending on the number of SEC comment rounds.

For a de-SPAC business combination, effectiveness of the S-4 or F-4 registration statement allows the SPAC to mail the prospectus/proxy to shareholders and schedule the vote. Delays in S-4 effectiveness — often caused by SEC comments on the target's financial statements or projections — can push back the entire deal timeline and extend the SPAC's search period.

For the post-merger resale registration, effectiveness of the S-1 lifts the registration restriction on PIPE shares and other restricted securities. This is often the event that triggers the start of lockup measurement periods for PIPE investors, meaning the clock on their selling window begins ticking at effectiveness rather than at deal closing. SpacDesk tracks EFFECT filings to precisely date these milestone events and maintain accurate lockup-expiration calendars.

Data sourced from SEC EDGAR filings. Example SPACs are drawn from the SpacDesk universe and selected to illustrate this concept. Definitions reflect standard SPAC structures; individual deals may vary.