Search within this section
Select a section below and enter your search term, or to search all click Financial Reporting Manual
Favorited Content
1160 Recently Organized Registrant
us SEC - Financial Reporting Manual
1160.1 Generally
In a filing with an effective date before the registrant is capitalized on other than a nominal basis:
| Registrant financial statements may be omitted unless the registrant will acquire or otherwise succeed to a business for which financial statements are required to be included. If omitted, the prospectus should include a statement that the entity has not commenced operations and has no (or nominal) assets or liabilities. Contingent liabilities and commitments should be described in sufficient detail.
| |
If the registrant is a "business combination related shell company":
| Registrant financial statements may be omitted. Complete audited financial statements of the operating company (as predecessor of the registrant) must be provided.
Example: A company wants to change its state of incorporation in order to facilitate an IPO. To do that, a new corporation incorporated in Delaware (Newco) was formed and all of the shareholders of the company will exchange their equity ownership interests in the company for identical interests in Newco. Separate financial statements of Newco are not required in the registration statement.
| |
If the registrant will succeed to a business in a transaction that is not a reorganization:
| Include the financial statements of both the acquired/predecessor business and the registrant in the filing.
|
1160.2 Shell Company
A "shell" company is an entity other than an asset-backed issuer (See Topic 12) that has no or nominal operations and either:
- no or nominal assets,
- assets consisting solely of cash and cash equivalents, or
- assets consisting of any amount of cash and cash equivalents and nominal other assets. [Regulation C, Rule 405]
1160.3 Business Combination Related Shell Company
A shell company that is:
- formed by an entity (that is not a shell company) solely for the purpose of changing the corporate domicile of that entity solely within the United States; or
- formed by an entity (that is not a shell company) solely for the purpose of completing a business combination transaction among one or more entities other than the shell company none of which is a shell company. [Regulation C, Rule 405]
This is a work of the U.S. Government
Link copied
