17 C.F.R. § 230.145a

Current through November 30, 2024

Section 230.145a - Business combinations with reporting shell companies

With respect to a reporting shell company's shareholders, any direct or indirect business combination of a reporting shell company that is not a business combination related shell company involving another entity that is not a shell company, as those terms are defined in § 230.405 , is deemed to involve an offer, offer to sell, offer for sale, or sale within the meaning of section 2(a)(3) of the Act. For purposes of this section, a reporting shell company is a company other than an asset-backed issuer as defined in § 229.1101(b) of this chapter (Item 1101(b) of Regulation AB), that has:

(a) No or nominal operations;

(b) Either:

(1) No or nominal assets;

(2) Assets consisting solely of cash and cash equivalents; or

(3) Assets consisting of any amount of cash and cash equivalents and nominal other assets; and

(c) An obligation to file reports under section 13 (15 U.S.C. 78m ) or section 15(d) (15 U.S.C. 78 o (d)) of the Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.).

17 C.F.R. §230.145a

89 FR 14321 , 7/1/2024