On June 23, 2026, the Securities and Exchange Commission’s (“SEC”) Division of Corporation Finance (the “Division”) issued a new Corporation Finance Interpretation (“CFI”), providing guidance on the disclosure requirements when a company seeks to list rights on a national securities exchange in connection with a business combination transaction.
New Question 142.01 under Section 142 pertaining to Section 8 of the Securities Act of 1933 (as amended, the “Securities Act”) addresses a scenario in which a company, in connection with a business combination, seeks to list rights on a national securities exchange without the underlying securities also being listed. National securities exchanges require that a company have an effective registration statement prior to the rights being listed and that such registration statement register the issuance of the underlying securities upon exercise of the rights.
In this scenario, the Division confirmed that such company’s registration statement must contain information regarding the contemplated business combination transaction and the business to be acquired. Now that the Division requires that details of the contemplated acquisition be disclosed, companies considering this approach would need to take into account that their registration statement contain disclosure about the target business and transaction terms. Prior to this guidance, some companies might have taken the view that detailed disclosure may have been deferred until the rights were exercised. See the full CFI here.