Shell Company

As defined in Rule 405 under the Securities Act and Rule 12b-2 under the exchange Act, a company (other than an issuer of asset backed securities) with no nominal operations that has any one of the following: no or nominal assets; assets consisting solely of cash and cash equivalents; assets consisting of any amount of cash and cash equivalents, and nominal other assets. A special purpose acquisition company (SPAC) is a shell company until it completes its initial business combination. Shell companies are restricted from relying on certain communications safe harbors under the securities laws and may be considered to be ineligible issuers.