March 11, 2022
I am submitting comments in favor of the proposed rule change described by SR-NYSE-2021-45.
As an experience SPAC investor I am well aware of the shortcomings of current \"Opt Out\" SPAC structure that ties up investor capital and can have incentives misaligned with the sponsor.
The proposed subscription warrants as part of a SPARC structure goes a long way to improve some of the shortcomings of SPACs while not creating conditions that may be \"worse\" for investors.
I am aware that a key concern around subscription warrants is that they may be manipulated by rumors or deals that are not complete. This is not a new concern for SPACs in general as existing common shares, warrants, and and options on SPACs could potentially be manipulated. Because these subscription warrants will not be optionable they will in fact be less subject to manipulation than other equities, provided the float size is sufficient.
The SEC has long stated their interest in improving blank check investment vehicles and these subscription warrants will be a step in the right direction and allow us to \"field test\" a real improvement and solution.
Respectfully,
Eric Kirkland