Simon Kittson

Beyond the 180-day cliff: reading the new US IPO lock-up

Deal files record the US IPO lock-up as a single date: 180 days from the prospectus, subject to underwriter waiver. In Toast, Backblaze and SpaceX, the release clause in the lock-up agreements is instead a formula which executes itself, keyed to earnings dates, share prices, calendar rungs and/or holder class, and the single date recorded against each of those agreements did not describe the operative position. The article compares the three lock-up letters with FINRA’s announcement rule and the wider securities-law framework, considering what information a deal team should retain on file.