The way this manifests, and the actual substantial difference between an IPO and a SPAC, is that you can't provide forward-looking revenue guidance in your S-1

The way this manifests, and the actual substantial difference between an IPO and a SPAC, is that you can't provide forward-looking revenue guidance in your S-1 (IPO filing docs). For awhile people were saying that an interpretation of the rules meant it was ok to provide that guidance if you went public via SPAC, and the SEC didn't quickly put a stop to it. You can't lie about or misattribute past revenue no matter what, IPO or SPAC, that would be fraud, but in an SPAC you can say "we project that even though we had no revenue this year, based on our product roadmap and sales pipeline we will have $5B revenue in 2024". In an IPO you can't say anything like that. So, you ended up with a bunch of companies just making up future revenue projections and there's nothing holding them to it. In the end the SEC basically said "eh, we're going to provide some new guidance on how we're interpreting those rules, you probably weren't allowed to do that anyway, but now we're going to make it real clear that you're not allowed to do that, and maybe we'll go back and say you were never allowed to do that in an SPAC and you were all violating securities law."