17 CFR § 230.145a - Business combinations with reporting shell companies.

---
identifier: "/us/cfr/t17/s230.145a"
source: "ecfr"
legal_status: "authoritative_unofficial"
title: "17 CFR § 230.145a - Business combinations with reporting shell companies."
title_number: 17
title_name: "Commodity and Securities Exchanges"
section_number: "230.145a"
section_name: "Business combinations with reporting shell companies."
chapter_name: "SECURITIES AND EXCHANGE COMMISSION"
part_number: "230"
part_name: "GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933"
positive_law: false
currency: "2026-04-05"
last_updated: "2026-04-05"
format_version: "1.1.0"
generator: "[email protected]"
authority: "15 U.S.C. 77b, 77b note, 77c, 77d, 77f, 77g, 77h, 77j, 77r, 77s, 77z-3, 77sss, 78c, 78d, 78j, 78 78m, 78n, 78o, 78o-7 note, 78t, 78w, 78(d), 78mm, 80a-8, 80a-24, 80a-28, 80a-29, 80a-30, and 80a-37, and Pub. L. 112-106, sec. 201(a), sec. 401, 126 Stat. 313 (2012), unless otherwise noted."
cfr_part: "230"
---


# 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.*).

[89 FR 14321, Feb. 26, 2024]