Title: Sponsor Promote and Compensation Act
Policy area: Finance and Financial Sector

Summary:
Sponsor Promote and Compensation Act
This bill establishes additional disclosure requirements for a blank check company (e.g., a special purpose acquisition company) during an initial public offering or prior to a merger. A blank check company is a development stage company that issues a penny stock and (1) has no specific business plan or purpose, or (2) has indicated that its business plan is to merge with a company or companies.
Specifically, the bill requires such a company to disclose

[Congressional Bills 117th Congress]
[From the U.S. Government Publishing Office]
[S. 1504 Introduced in Senate (IS)]

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117th CONGRESS
  1st Session
                                S. 1504

   To require the Securities and Exchange Commission to issue rules 
requiring enhanced disclosures for blank check companies during initial 
     public offering and pre-merger stages, and for other purposes.


_______________________________________________________________________


                   IN THE SENATE OF THE UNITED STATES

                             April 29, 2021

  Mr. Kennedy introduced the following bill; which was read twice and 
    referred to the Committee on Banking, Housing, and Urban Affairs

_______________________________________________________________________

                                 A BILL


 
   To require the Securities and Exchange Commission to issue rules 
requiring enhanced disclosures for blank check companies during initial 
     public offering and pre-merger stages, and for other purposes.

    Be it enacted by the Senate and House of Representatives of the 
United States of America in Congress assembled,

SECTION 1. SHORT TITLE.

    This Act may be cited as the ``Sponsor Promote and Compensation 
Act''.

SEC. 2. ENHANCED DISCLOSURES FOR BLANK CHECK COMPANIES DURING IPO AND 
              PRE-MERGER STAGES.

    (a) Definitions.--In this section--
            (1) the term ``blank check company'' has the meaning given 
        the term in section 7(b)(3) of the Securities Act of 1933 (15 
        U.S.C. 77g(b)(3)); and
            (2) the term ``Commission'' means the Securities and 
        Exchange Commission.
    (b) Disclosures.--Not later than 120 days after the date of 
enactment of this Act, the Commission shall issue rules--
            (1) establishing enhanced disclosures for blank check 
        companies during an initial public offering or prior to a 
        merger, which shall require the disclosure of--
                    (A) the amount of cash per share expected to be 
                held by the blank check company immediately prior to 
                the merger under various redemption scenarios;
                    (B) any side payments or agreements to pay 
                sponsors, blank check company investors, or private 
                investors in public equity for their participation in 
                the merger, including any rights or warrants to be 
                issued post-merger and the dilutive impact of those 
                rights or warrants; and
                    (C) any fees or other payments to the sponsor, 
                underwriter, and any other party, including the 
                dilutive impact of any warrant that remains outstanding 
                after blank check company investors redeem shares pre-
                merger; and
            (2) allowing the disclosures required under paragraph (1) 
        to be more explicit to investors, in particular retail 
        investors.
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