What SEC Examiners Are Focused on in 2026 — and What SPAC-related Companies Should Prepare for

As our firm continues to counsel companies across the SPAC lifecycle, from pre-merger diligence and de-SPAC structuring to post-closing compliance,  one theme we repeatedly encounter in practice is regulatory uncertainty. Although the U.S. Securities and Exchange Commission (SEC) is not issuing rulemaking specific to SPACs every week, the agency’s 2026 examination priorities offer meaningful signals about where enforcement and compliance risk is concentrated. Understanding these priorities now can help sponsors, de-SPAC targets, and newly public companies reduce legal exposure and navigate a dynamic regulatory environment.

In November 2025, the SEC’s Division of Examinations released its Fiscal Year 2026 Examination Priorities. These priorities outline areas the Commission plans to emphasize when conducting examinations of registered entities, including investment advisers, broker-dealers, and public companies. Although these priorities do not carry the force of law, they provide a window into the issues the SEC considers most significant in protecting investors and promoting market integrity.

Heightened Focus on Governance and Disclosure

Consistent with prior years, the SEC will continue to examine whether registrants are meeting their core governance and disclosure obligations. Examiners are particularly attentive to policies and procedures that translate into effective oversight rather than mere compliance checklists. Governance frameworks that fail to mitigate conflicts of interest or lack documented accountability may attract scrutiny.

For SPAC sponsors and de-SPAC entities, this means maintaining robust documentation of board deliberations, valuation methodologies, and processes for evaluating conflicts. A pattern of weak governance controls or inconsistent disclosure practices in proxy statements or registration documents can trigger issues in both examinations and litigation risk.

Cybersecurity and Operational Resilience

The Division’s priorities underscore a sustained emphasis on cybersecurity governance and operational resiliency. Examinations will evaluate whether firms have programs designed to prevent, detect, and respond to cybersecurity threats, including emerging risks tied to artificial intelligence and remote infrastructure. Documentation of incident response planning, access controls, and periodic testing will be part of the SEC’s review process.

For companies transitioning from private to public markets via SPAC transactions, establishing these controls early can avoid common pitfalls. It is no longer sufficient to adopt cybersecurity policies in name only; firms must operationalize and monitor their programs in a way that can withstand a regulator’s inquiry.

Conflict Management and Fiduciary Duty

The Division of Examinations will continue to examine how regulated entities identify, disclose, and mitigate conflicts of interest. This emphasis reflects a broader SEC policy objective: ensuring that advisors, sponsors, and officers act in the best interests of investors and shareholders at all times.

After a de-SPAC closing, conflicts may arise around compensation structures, related-party dealings, or ongoing financial arrangements with sponsors. Clear documentation and preventive measures, including independent committee review and transparent disclosures, can reduce regulatory friction and potential enforcement scrutiny.

Technology Use and Data Privacy

While the SEC’s priorities for 2026 do not single out new regulatory regimes, they do highlight evolving risks associated with advanced technology, data governance, and privacy protection. The examination agenda signals that firms should expect questions about how they manage data integrity, safeguard customer information, and monitor systems that rely on automated tools or AI functionalities.

Companies that have completed a SPAC merger face added expectations, as newly public firms are often under closer regulatory observation while establishing their internal compliance infrastructure. Technology risk, including vulnerabilities arising from third-party vendors, will be a focal point in exams.

Regulation S-P and Identity Theft Prevention

Compliance with Regulation S-P, which governs privacy of consumer financial information and safeguards data, remains a key area of emphasis. Examinations may specifically look at incident response programs that detect and respond to unauthorized access, and whether these plans have been effectively implemented. While the revised Regulation S-P has broad applicability, issuers tied to SPAC lifecycles must also align their policies to evolving data privacy norms to meet investor expectations.

What This Means for SPAC Sponsors and Newly Public Companies

In practice, the SEC’s examination priorities provide a roadmap for where legal and compliance resources should be concentrated. Firms that proactively strengthen governance, refine disclosure processes, demonstrate operational resiliency, and implement effective conflict management controls stand in a better position to navigate both regulatory exams and potential enforcement inquiries.

For entities involved in SPAC transactions, this focus on foundational compliance issues underscores an important reality: becoming public is not the endpoint; rather, it is the beginning of a new compliance regime that demands sustained attention and engagement.

Conclusion: Preparation Matters

As this year’s SEC examination priorities make clear, effective risk management and compliance are integral to sustaining a successful trajectory once a company enters the public markets, whether by traditional IPO or a SPAC transaction. Early engagement with compliance frameworks, thoughtful documentation of governance decisions, and alignment of disclosure practices with regulatory expectations can materially reduce legal exposure as market oversight evolves.

Our firm routinely advises clients across the SPAC lifecycle, from sponsor formation and de-SPAC structuring to post-closing compliance and reporting obligations. If you have questions about how the SEC’s 2026 priorities may affect your SPAC business combination or public company compliance strategy, we welcome the opportunity to discuss how our experienced securities law team can assist.

Contact Person: Nick L. Torres, Esq. and Zhiqi Zheng, Esq.