Monocle Acquisition Corp. (MNCL) Re-files AND Could Price Earlier than 20 Days
by Kristi Marvin on 2019-01-29 at 11:26am

Monocle Acquisition Corporation (MNCL), re-filed their S-1 this morning and while there were no changes to the terms, they did remove the language indicating that the registration statement would become effective automatically in 20 days.  At first blush, one might think that means they are even further out from pricing than 20 days, but it’s actually the opposite.

If you recall, when you remove the delaying amendment from a registration statement, the prospectus automatically becomes effective 20 days after filing.  However, if you ADD the delaying amendment, that means the SEC must declare the registration statement effective.  In order for the SEC to declare the S-1 effective, it usually involves a round or two (or more) of comments before the SEC will sign off and approve.

However, Monocle originally filed way back on November 19th and has already gone through a round or two of comments previously. In fact, Monocle was anticipated to price in December, but most likely pushed their pricing date due to difficult market conditions at that time.  So, their S-1 is already in good shape and they probably have very few, if any, comments left.

What does this mean?  It means, the SEC could declare Monocle’s registration statement effective far sooner than 20 days. However, in reality, what this really does is give the underwriters flexibility now in choosing which day they want to price, whereas before they automatically got effective on February 11th. Now they have room to maneuver.

The takeaway here is, Monocle’s pricing date is now up in the air. It could happen before February 11th or after February 11th, depending on when they’ve built their book. It will be interesting to see if any of the other SPACs scheduled to IPO follow suit and do the same.

We’ll keep you updated.



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