Subject: S7-13-22: WebForm Comments from Nicholas Wilson
From: Nicholas Wilson
Affiliation: none (retail investor)

May. 10, 2022

The SEC's repeated misguided attempts to overregulate SPACs has been the primary reason the SPAC market has struggled the past year and new developments like Goldman Sachs - underwriter to the most legitimate SPACs - pulling out of most activity, are are sticking a nail in the coffin of a sector the SEC murdered. I hope you are proud as you have destroyed Average Joe, middle class retail investors like me.

As a SPAC warrants investor not affiliated with any institutions, I invested in SPAC warrants and continue to invest even after SPAC commons are mostly safely below the NAV because I believe there was disproportionate upside under fair market conditions, conditions which the SEC has gone out of their way to intentionally destroy over the past year, starting with the reclassification of warrants as liabilities.

Without liquidity, there is no way to escape a watery grave without severely destroying the price, so my only choice is to wait and pray SPACs find ways to overcome the SEC's heavy-handed and openly aggressive stance to find deals.

As retail investors, we make rational decisions based upon what we know. While the concern about misleading projections are real, what is more concerning is the SEC's constant goalpost-moving. Investors like me made decisions on credible already-IPO'd SPACs that were following the rules and have committed no crimes or fraud, yet were branded as part of the problem by the SEC and the media.

Without any grandfather clause on your regulations that would have only applied these drastic structural changes to new SPACs, you have pulled the rug out of everyone who already was invested based on the known conditions as they were at the time and had some hope of landing successful deals.

Now with Goldman Sachs pulling out from SPAC underwriting, SPACs are going to end up with even less legitimate sponsors to run their books and retail investors will be worse off as they scrounge for worse deals out of desperation.

Stop punishing SPACs that already followed the rules and did nothing wrong. If you want to stop the pipeline, stop the pipeline for new SPACs only. If you want to add heavy regulation, do it on new SPACs only, so investors can avoid investing in them in the first place. Please.