Many autonomy and robotics startups reached the public market not through a traditional initial public offering but through a special purpose acquisition company, a shell that raises cash in an IPO and then merges with a private operating business in a transaction known as a de-SPAC. The route was popular precisely because it allowed pre-revenue companies to market themselves to public investors with multi-year financial projections that a traditional IPO would have made far riskier to publish. On January 24, 2024, the Securities and Exchange Commission adopted rules and amendments aimed squarely at that gap, enhancing disclosure and, in the Commission's framing, providing additional investor protection in both SPAC IPOs and de-SPAC transactions.

The core of the rules is disclosure parity with traditional IPOs. The SEC requires, among other things, enhanced disclosures about conflicts of interest, SPAC sponsor compensation, dilution, and other information important to investors, plus additional information about the target company so investors can make more informed voting and investment decisions in a de-SPAC. The Commission also addressed the use of projections directly, requiring disclosure of all material bases and all material assumptions underlying any projections, and updating guidance on the use of projections across SEC filings. For a category of deals built on forward-looking revenue curves, that requirement reaches the heart of the marketing.

The new rules and amendments require, among other things, enhanced disclosures about conflicts of interest, SPAC sponsor compensation, dilution, and other information that is important to investors in SPAC IPOs and de-SPAC transactions.— U.S. Securities and Exchange Commission, press release announcing adoption of SPAC final rules (Jan. 24, 2024), source

Liability moves closer to a traditional IPO

Beyond disclosure content, the rules change who is on the hook. The SEC explains that the rules more closely align the required disclosures and legal liabilities incurred in de-SPAC transactions with those in traditional IPOs. In certain situations, the rules require the target company to sign the registration statement filed in connection with a de-SPAC, making the target a co-registrant that assumes responsibility for the disclosures in that statement. In a traditional IPO, the operating company signs its own registration statement and bears that responsibility; the co-registrant mechanic imports the same accountability into the de-SPAC structure, so the autonomy startup going public this way cannot treat the shell as a disclosure shield.

The most consequential change for projection-heavy autonomy deals is the safe harbor. The Private Securities Litigation Reform Act of 1995 created a safe harbor from liability for forward-looking statements that meet its conditions, and de-SPAC participants had argued it covered the projections used to sell a merger. The SEC's rules make that safe harbor unavailable to certain blank check companies, including SPACs. The practical consequence: the multi-year revenue and deployment forecasts a pre-revenue autonomy company puts in a de-SPAC proxy no longer sit behind the same statutory protection they might have claimed before, which raises the stakes on disclosing the bases and assumptions behind every projected number.

How to read a de-SPAC filing now

For anyone reconciling an autonomy company's public-market debut to the underlying economics, the rules create a richer document to mine. Look first for the dilution and sponsor-compensation disclosures, the sections the rules specifically enhanced, because they reveal how much of the post-merger equity accrues to the sponsor and how much existing shareholders are diluted. Look next at the projections and the now-required statement of their material bases and assumptions: a forecast is only as credible as the assumptions disclosed beneath it, and the rules force those assumptions into view. And check whether the target signed as a co-registrant, which establishes who stands behind the filing. The SEC characterizes the package, in Chair Gary Gensler's words, as ensuring "that the rules for SPACs are substantially aligned with those of traditional IPOs." That alignment is the analytical frame: read a de-SPAC the way you would read an S-1, because the disclosure and liability now sit much closer together.

The rules also reach shell companies and blank check companies more broadly, not only SPACs, addressing what the Commission frames as information asymmetries, misleading information, and conflicts of interest in these structures. That broader scope matters for autonomy startups because the de-SPAC route attracted exactly the profile the rules target: capital-intensive, pre-revenue businesses whose value proposition rested on forward projections and whose sponsors’ incentives did not always align with the public shareholders who would inherit the merged company. By requiring fuller disclosure of sponsor compensation and dilution, the rules let an investor see how much of the post-merger equity the sponsor captures and how much existing holders are diluted, the economic terms that the celebratory deal announcement rarely foregrounds.

For the autonomy cohort specifically, the rules arrived after the wave that had carried many self-driving, lidar, and electric-vehicle names public by merger, so their practical effect is felt in how the next generation of deals is documented rather than retroactively. A reader comparing a pre-rule de-SPAC proxy with a post-rule one will notice the difference in how projections are framed and supported, and in the prominence of the dilution and sponsor-compensation disclosures, the rules turned what had been optional emphasis into required content.

The durable takeaway is that the 2024 rules narrow the disclosure and liability gap between going public by merger and going public by IPO. Enhanced disclosure of conflicts, sponsor pay, and dilution; mandatory disclosure of the assumptions under projections; the co-registrant mechanic; and the loss of the PSLRA safe harbor for SPAC forward-looking statements together change how an autonomy startup's de-SPAC reads, and what an investor can hold the parties to.