Attachment 1 Requirements 50310221Q0120.pdf

Requirements PIPE, SPAC & Shelf-Registration Transactions Database

The U.S. Securities and Exchange Commission requires access via the Internet to current information on small cap financing transactions conducted in the U.S. capital markets by either domestic or foreign issuers.

Requirements:

Information on the following types of transactions shall be included:

• PIPE transactions (both registered and unregistered) o Shell reverse takeovers o Alternative Public Offerings (APOs) whereby shell reverse takeovers are bundled together with simultaneous PIPE offerings o Rule 144As o At-the-Market Offerings (ATMs)

• Shelf registrations

• Venture capital financings

• Special Purpose Acquisition Companies (SPACs)

• A separate module for each of the aforementioned types of transactions and shall provide subscribers with detailed transaction-related, investor type-related, placement agent-related and contractual term-related information. The SPAC module shall provide subscribers with detailed SPAC-specific information, including: S-1 filing date, IPO date, business combination details, and investors and their counsel.

• Provide a comprehensive list of all historic, reporting/non-reporting shell companies traded on non-main U.S. stock exchanges

• Access via the Internet, through the company’s web interface. The vendor shall enable SEC staff members to run database searches based on a variety of transaction-relevant criteria at the vendor’s website.

• Data resulting from searches shall be downloadable into Excel files.

Nice-to-have Requirements

The service may provide the following (Nice-to-have requirements):

• Investor breakdown by type:

o Institutional o PIPE o Insiders o Sponsors

• Lock up period data

SEC USAGE: The Contractor acknowledges and agrees to the following:

The SEC anticipates using the data and/or materials to conduct analyses for use in reports, studies, memoranda, and presentations. The SEC anticipates the following types of situations where analyses based on the underlying data may be made public: by the SEC itself (e.g., SEC rulemaking and/or analysis done as part of an inspection or enforcement action), by SEC staff where the SEC is directing or facilitating the publication (e.g., a staff study in response to a Congressional request), by SEC staff facilitating their own private publication where the Commission has not taken a position regarding the publication of the analysis (e.g., a research report to be submitted by the individual staff to an academic conference or journal), and by a former employee of the SEC who has substantially completed the analysis while on staff and is facilitating his/her own private publication (e.g., a research report to be submitted to an academic conference or journal). In all of these situations, only “insubstantial amounts” of the licensed data and/or materials would be made public and no raw data would be made public, the authors would agree to abide by all contractual terms and conditions, and as the owner/licensor of the data the Contractor would receive attribution and be cited as the data source. “Insubstantial amounts” means an amount that has no independent commercial value and could not be used as a substitute for the service or product or any part of it.