{"data":{"id":"us/17-cfr-230.145a","jurisdiction":"us","citation":"17 CFR 230.145a","heading":"a Business combinations with reporting shell companies.","body":"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:\n(a) No or nominal operations;\n(b) Either:\n(1) No or nominal assets;\n(2) Assets consisting solely of cash and cash equivalents; or\n(3) Assets consisting of any amount of cash and cash equivalents and nominal other assets; and\n(c) An obligation to file reports under section 13 (15 U.S.C. 78m) or section 15(d) (15 U.S.C. 78o(d)) of the Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.).","path":["Title 17—Commodity and Securities Exchanges","CHAPTER II—SECURITIES AND EXCHANGE COMMISSION","PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933"],"source_url":"https://www.ecfr.gov/api/versioner/v1/full/2026-08-25/title-17.xml","current_through":"2026-08-25","vintage":"","retrieved_at":"2026-08-27T02:24:31Z","sha256":"37a7fa911dfa58b9b557955da1fde25ca019e621d5b7752a486e21f8b3dbc118","source_id":"us-cfr","stale":true,"prev":"us/17-cfr-230.145","next":"us/17-cfr-230.146"},"notice":"GroundRules: Original legal text. Not legal advice."}