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Yesterday, Corp Fin posted new, revised and withdrawn CFIs. Some of the updates are cleanup, and others provide clarification – particularly regarding when an Item 2.01 (Completion of Acquisition or Disposition of Assets) 8-K must be filed. Here are links to the CFIs (or redlines, where revised), along with a brief description of what’s new:

Securities Act Forms, Section 115 Form S-3. General Instructions 1.A.1 to I.A.8 – Registrant Requirements, Revised Question 115.02 & Regulation S-K, Section 115. Items 308 and 308T – Internal Control over Financial Reporting, Revised Question 115.02

Both CFI updates clarify the consequences of failing to provide management’s report on ICFR pursuant to Item 308(a) of Regulation S-K and the consequences of being current but untimely after the Form 10-K is amended to provide management’s report — specifically to include the implications for incorporating by reference on Form S-1 or S-11 and to remove references to transitional Item 308T.

Securities Act Forms, Section 126. Form S-8, Withdrawn Question 126.13 deletes a duplicative CFI.

Exchange Act Forms, Section 105. Form 10-Q, Withdrawn Question 105.09, Section 110. Form 20-F, Withdrawn Question 110.01 and Section 110. Form 20-F, Revised Question 110.06 & Regulation S-K, Section 108 Item 301 – Selected Financial Data, Withdrawn Question 108.01 reflect housekeeping updates — withdrawing irrelevant CFIs and removing references to disclosures that are no longer required.

Exchange Act Form 8-K, Section 105. Item 2.01 Completion of Acquisition or Disposition of Assets, New Question 105.01

Explains that registrants need only apply the applicable paragraph in Instruction 4 to Item 2.01 of Form 8-K when determining whether an acquisition or disposition is deemed to involve a significant amount of assets. Specifically, (1) a business development company that did not acquire or dispose of a business as determined under Rule 11-01(d) of Regulation S-X would only apply paragraph (iii) of Instruction 4, (2) a registrant that acquired or disposed of a business as determined under Rule 11-01(d) of Regulation S-X would apply only paragraph (ii), and (3) a registrant that is not a business development company and did not acquire or dispose of a business as determined under Rule 11-01(d) of Regulation S-X would apply only paragraph (i).

Exchange Act Forms 8-K, Section 105. Item 2.01 Completion of Acquisition or Disposition of Assets, New Question 105.02

Clarifies that Instruction 4 does not require registrants to include probable acquisitions of related businesses, real estate operations, and funds with the related businesses, real estate operations, and funds that have already been acquired when assessing aggregate significance for purposes of Item 2.01 reporting because Item 2.01 of Form 8-K only requires disclosure regarding completed acquisitions.

Exchange Act Forms 8-K, Section 105. Item 2.01 Completion of Acquisition or Disposition of Assets, New Question 105.03

Provides that registrants should use their most recent balance sheet required to be filed at or prior to the date of the acquisition or disposition, which may be an interim balance sheet, to derive “the total assets of the registrant and its consolidated subsidiaries” required for the significance test outlined in paragraph (i) of Instruction 4 to Item 2.01 of Form 8-K.

Exchange Act Forms 8-K, Section 110. Item 2.06 Material Impairments, Withdrawn Question 110.02 reflects a housekeeping update, withdrawing a now-irrelevant CFI.

– Meredith Ervine