Shelf Registration Remains Available to Former Shell Companies
As we
previously reported, in May 2010 the SEC staff applied an
unannounced, recently-adopted policy to prohibit a former special
purpose acquisition company (SPAC) from conducting an offering on
Form S-3, because it had not been an operating company for at least
12 months. Instead of the abbreviated Form S-3, this company was
required to file on Form S-1, which prevented registration with the
SEC for periodic "from-the-shelf" offerings and
necessitated a "one-off" registration for its primary
financing.
Following both the closing of the offering and an internal review
of this new policy, the staff advised us that it ultimately decided
it would not issue a C&DI (Compliance and Disclosure
Interpretation) regarding this interpretation and would not apply
the policy to future filings by any company.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
