The SEC has provided certain safe harbors from the prohibition on both Section 5's restrictions on pre-filing offers and the definition of a prospectus for companies not yet public? Name and describe two of the safe harbors.

1. Latham & Watkins, US IPO Guide, pp.1-23 and 54-55

2. Michael Zeidel, Andrew Brady and Ryan Adams, SEC Expansion of 'Testing-the-Waters' Communications to All Issuers, Harvard Law School Forum on Corporate Governance (October 4, 2019)

3. Anna Pinedo, Brian Hirshberg, and Carlos Juarez, Primary Direct Listings: A Hybrid Approach to a Traditional IPO Alternative,Harvard Law School Forum on Corporate Governance (January 24, 2021) 4. Perrie M. Winer and Desiree Hunter-Reay, Westlaw Practical Guidance, SPAC Litigation: An Overview

OPTIONAL: Note: All sources dated before 2020 will not incorporate the SEC's expansion of the "testing-the-water" or other amendments.

1. Ramey Layne and Brenda Lenahan Special Purpose Acquisition Companies: An Introduction, (July 6, 2018)

2. Joel Rubenstein, Michael Immordino, and John Guzman, Backed by SPACs, IPOs Hit New Heights in 2021, Harvard Law School Forum on Corporate Governance (March 24, 2022)

3. SEC Press Release, SEC Proposes Rule to Enhance Disclosure and Investor Protection Relating to Special Purpose Acquisition Companies, Shell Companies, and Projections (March 22, 2022)

4. Solicitations of Interest Prior to a Registered Public Offering: A Small Entity Compliance Guide (2019)