5230.1 In SEC Release No. 33-8587, the SEC determined that investors in operating businesses newly merged with shell companies should obtain the same level of information as provided for reporting companies that did not originate as shell companies. Therefore, they are required to include equivalent information as if they were registering under the Exchange Act. Accordingly, the staff looks to the accounting acquirer's eligibility as a smaller reporting company at the time of the reverse acquisition for purposes of the disclosures to be provided in the Form 8-K.

5230.2 If a reverse acquisition occurs in which a non-public operating company is the accounting acquirer of a smaller reporting operating company (registrant), the registrant (the legal acquirer) would continue to qualify as a smaller reporting company until the next determination date. (Last updated: 6/30/2011)

5230.3 In a reverse acquisition in which the registrant (legal acquirer) is a smaller reporting shell company, the registrant would continue to qualify as a smaller reporting company until the next determination date even if the Form 8-K disclosure was not scaled because the non-public accounting acquirer was not eligible at the time of the transaction as described in Section 5230.1. (Last updated: 6/30/2011)

5230.4 If the accounting acquirer is a public operating company that is not a smaller reporting company, the registrant will no longer be a smaller reporting company upon consummation of the transaction. Also, scaled disclosure is not permitted in the Form 8-K reporting the transaction because the accounting acquirer was not eligible at the time of the transaction. (Last updated: 12/31/2011)