5210.1 A non-SRC reporting company registrant who is required to present financial statements under S-X 3-05 or S-X 3-09 may not rely on accommodations available to smaller reporting companies with respect to the acquired business or investee even though that business would satisfy the tests as a smaller reporting company (or is currently a reporting SRC) or investee.

5210.2 Financial statements of a non-reporting target company that meets the conditions to be a smaller reporting company, or of a currently reporting SRC target, may be filed in accordance with S-X Article 8 in a registration statement on Form S-4 and in proxy statements. Nevertheless, the financial statements must comply with the other S-X reporting requirements in a subsequent Form 8-K reporting the business acquisition unless the acquirer is a currently reporting SRC. For example, the Form 8-K could potentially require three years of financial statements for the target company if revenues at the target company are greater than $100 million in order to comply with other S-X reporting requirements. (Last updated: 10/30/2020)