Subject: Comments on File Number SR-NYSE-2021-45
From: Greg Mierzwinski
Affiliation:

Aug. 27, 2021



To whom this may concern, 


I am writing to comment on and against the changes proposed in SR-NYSE-2021-45. 


As a retail investor, I believe that this form of investement vehicle will actually make things worse for us. The new warrants for these vehicles will trade in a manner similar to options which are incredibly volatile and will likely hurt more retail investors as they will buy these based on dollar amounts rather than the number of shares they are actually willing to buy when the time comes to do so. 


The unlimited timeline, while good for the sponsors, is an issue for investors as there is no certainty in when they should expect a target to be found. As there is absolutely no incentive for sponsors to work on a deal, this could go on for decades without a target ever being found. What happens if the sponsors pass away in that time? 


I believe the time constraint is there for a good reason to prevent these sorts of issues and truly protects retail investors. The fallacy of the opportunity cost involved in investing in a SPAC is that after a certain pre-determined period of time, either an IBC occurs, or all money is returned to investors. So yes, there is an opportunity cost, but it is limited whereas this new vehicle will have an unlimited opportunity cost. There is also no NAV cost floor that retail investors can rely on as a price point so the losses are unlimited. If the price of these new warrants drops 50% (entirely possible given these will trade like options), and there's no floor, no timeline, then retail investors will be hurt much much more than if they simply held common shares of a SPAC and they will be stuck with those warrants and losses for an indeterminate amount of time. There needs to be something which forces the sponsors to work on finding a deal and a time-constraint is the best method for doing this. 


Lastly, this rule change was brought by Mr. Bill Ackman who runs PSTH. I believe that this is a ploy to create a method that would allow him (and all other SPACs) to back out of finding a target company for an IBC. The unlimited timeline is proof of this. This should not be allowed as it more or less creates a loophole for SPACs that don't find a deal in the time they have been given, essentially allowing them to avoid being marred by a failure or perhaps even lawsuits. 


Thank you for taking the time to read my concerns.