Projections are the fuel of the de-SPAC. A pre-revenue autonomy company merging into a public shell could not show a track record, so it sold the deal on forecasts: vehicles deployed by year three, revenue by year five, the path to profitability. What made publishing those forecasts legally tolerable was a feature of U.S. securities law called the safe harbor for forward-looking statements, created by the Private Securities Litigation Reform Act of 1995 (the PSLRA). Understanding the safe harbor, and the change the SEC made to it for SPACs in 2024, is essential to reading any autonomy de-SPAC with clear eyes.

The PSLRA safe harbor protects a forward-looking statement, a projection, a forecast, a statement of future plans, from certain liability if defined conditions are met: the statement is identified as forward-looking and accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially, or it is immaterial, or the plaintiff cannot prove it was made with actual knowledge that it was false or misleading. The policy rationale is to let companies share genuine forward guidance without inviting litigation every time results miss a forecast. The protection, however, has always carried exclusions, and certain issuers and certain offerings were never within its coverage. The question for SPACs was whether a blank check company's de-SPAC projections fell inside or outside that protection, an ambiguity de-SPAC participants had reason to resolve in their own favor.

In addition, the rules make the Private Securities Litigation Reform Act of 1995 safe harbor from liability for forward-looking statements unavailable to certain blank check companies, including SPACs.— U.S. Securities and Exchange Commission, SPAC final rules press release (Jan. 24, 2024), source

What the SEC's 2024 rules changed

The SEC's 2024 SPAC rules resolve the ambiguity against the SPACs. The Commission states that the rules make the PSLRA safe harbor from liability for forward-looking statements unavailable to certain blank check companies, including SPACs. The practical effect is direct: projections used in a de-SPAC can no longer claim the statutory shield that a covered issuer's forward-looking statements might enjoy. A forecast that turns out to be wrong, or that was published without adequate basis, is more exposed to liability than it would have been if the safe harbor applied. That changes the calculus for a company tempted to market an aggressive autonomy revenue curve to public investors through a merger.

The SEC paired the safe-harbor change with substantive disclosure requirements about the projections themselves. In connection with de-SPAC transactions, the rules require disclosure of all material bases of the projections and all material assumptions underlying them, and they update and expand guidance on the use of projections across SEC filings. Read together, the two moves work in the same direction: remove the liability shield and simultaneously demand that any projection be shown with the assumptions and bases beneath it. A forecast can no longer be a free-floating headline number; it must be supported and disclosed, and it carries real exposure if it is not.

It is worth being precise about what the safe harbor did and did not ever cover, because the SPAC change is an exclusion from an already-bounded protection. The PSLRA safe harbor applies to forward-looking statements and not to statements of historical fact, and even where it applies it does not immunize a knowingly false statement or one unaccompanied by meaningful cautionary language. The statute also carved out categories of issuers and transactions from the outset. The 2024 rules resolve the SPAC-specific question by placing certain blank check companies, including SPACs, outside the protection, so a de-SPAC’s projections are evaluated without the cushion the safe harbor can provide. Combined with the new requirement to disclose the material bases and assumptions underlying any projection, the effect is that forecasts in this structure must now be both better documented and squarely accountable.

How to read projections in a de-SPAC now

For anyone evaluating an autonomy company's public-market entry by merger, the safe-harbor change reframes how to weigh the forecasts. First, treat the disclosed assumptions as the substance: the rules require the material bases and assumptions, so a projection presented without them, or with thin ones, is a weaker statement than its headline implies. Second, recognize that the removal of the safe harbor raises the cost of an unfounded projection, which is itself a reason the forecasts in a post-rule de-SPAC may be more conservative or more heavily qualified than those of the SPAC boom. Third, read the cautionary language not as boilerplate but as the company's own enumeration of what could make the forecast wrong. The aim is not to predict whether the autonomy company will hit its numbers; it is to read the projection for the bases the rule now requires and the exposure the rule now imposes.

The change also shifts incentives in a way a reader can observe. With the safe harbor removed and the assumptions now required, a company has reason to publish fewer, better-supported projections rather than aggressive curves it cannot defend. A post-rule de-SPAC that presents a forecast with a thorough statement of its bases and assumptions is doing what the rules contemplate; one that leans on a headline number with thin support is exactly the pattern the rules were written to discourage, and the gap between the two is visible on the page.

The durable point is that the forward-looking-statements safe harbor is a specific statutory protection with specific conditions, and the SEC's 2024 rules carve SPACs out of it. Combined with the requirement to disclose the assumptions under every projection, the change means an autonomy de-SPAC's forecasts now stand more exposed and more fully documented than they did during the era that made the structure popular.