SEC: No-Action Letters - Corp Finance

Bank of England Section 3(a)(9) No-Action Letter

The SEC Division of Corporation Finance issued a no-action letter regarding the Bank of England's bail-in resolution mechanism. The Division addressed whether exchanging Bail-In Securities for interim securities known as PROPPs, and subsequently exchanging those PROPPs for ordinary shares, constitutes an offer and sale of securities requiring registration under the Securities Act. The Division will not recommend enforcement action if firms exchange Bail-In Securities for non-transferable PROPPs and subsequently exchange those PROPPs for ordinary shares without registration, in reliance on counsel's opinion that the exemption under Section 3(a)(9) is available.

Elastic N.V. Notice and Access No-Action Relief for Dutch Law Conflict

The SEC Division of Corporation Finance granted no-action relief to Elastic N.V., a Dutch company, permitting use of notice and access for proxy materials under Rule 14a-16 despite Dutch law requiring a 28-day record date that conflicts with the 40-day advance notice requirement. The company undertook to file definitive proxy materials 40 days in advance, issue a press release announcing availability, and distribute the Notice within 5 business days after the record date.

No-Action Letter - Regulation A Reporting Suspension

The SEC Division of Corporation Finance issued a no-action letter granting Angel Studios 010, Inc. relief from Regulation A ongoing reporting requirements. The company may suspend reporting by filing Form 1-Z in reliance on Rule 257(d) by April 30, 2026, instead of submitting ongoing reports under Rule 257(b).

SEC Grants Ally Financial Waiver from Ineligible Issuer Status

The SEC's Division of Corporation Finance granted Ally Financial Inc. a waiver from its 'ineligible issuer' status under Rule 405 of the Securities Act of 1933. This waiver is a result of a settlement by its subsidiary, Ally Invest Advisors Inc., with the SEC regarding disclosure violations.

SEC No-Action Letter: MegPrime Holding LLC Token Offering

The SEC's Division of Corporation Finance issued a no-action letter to MegPrime Holding LLC regarding its token offering. The Division stated it would not recommend enforcement action if MegPrime proceeds with the offering as described, without registration under the Securities Act or Exchange Act.

SEC No-Action Letter for Fuse Crypto Limited

The SEC's Division of Corporation Finance issued a no-action letter to Fuse Crypto Limited, stating it will not recommend enforcement action if Fuse offers and sells its Tokens without registration under the Securities Act and Exchange Act. This guidance is based on the specific facts presented in Fuse's request.

SEC No-Action Letter: DoubleZero Programmatic Transfers

The SEC's Division of Corporation Finance issued a no-action letter to DoubleZero regarding Programmatic Transfers. The Division will not recommend enforcement action if these transfers are conducted as described, meaning they will not require registration under the Securities Act or Exchange Act.

SEC Grants DigitalBridge Waiver of Ineligible Issuer Status

The SEC's Division of Corporation Finance granted DigitalBridge Group, Inc. a waiver from being considered an "ineligible issuer" under Rule 405 of the Securities Act of 1933. This waiver is due to a prior Commission order against its subsidiary, Colony Capital Investment Advisors, LLC.

SEC - Archer-Daniels-Midland Co. Waiver Request for Ineligible Issuer Status

The SEC is considering a waiver request from Archer-Daniels-Midland Co. (ADM) to maintain its Well-Known Seasoned Issuer (WKSI) status, despite a recent settlement for violations of securities laws. ADM seeks to avoid being classified as an 'ineligible issuer' for three years following the settlement.