More CDI Updates from the SEC, Including More Clarity on Integration Rules

Liz Walsh, Jennifer Zepralka
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On January 23, 2026, the Securities and Exchange Commission’s Division of Corporation Finance (the “Division”) issued not one, but two, sets of changes to their Compliance and Disclosure Interpretations (“CDIs”).  In this second set of CDIs, the Staff updated and removed certain guidance to reflect current rules and regulations, notably Securities Act Rule 152, which was adopted in 2020, and other changes discussed in Securities Act Release No. 33-10884, Facilitating Capital Formation and Expanding Investment Opportunities by Improving Access to Capital in Private Markets (here). 

Question  Revisions or New Guidance Notable Changes
Securities Act Sections: Section 5 Question 139.27 A company completes a private placement in reliance on Section 4(a)(2), then files a resale registration statement for the securities, and, after filing the registration statement but prior to its effectiveness, completes a second private placement.  The company can include the securities from the second private placement in a pre-effective amendment to the pending resale registration statement prior to effectiveness. Removes references to prior interpretive guidance on integration and clarifies the application of Rule 152(a)(1). 
Securities Act Rules: Rule 152 New Section 148, Question 148.01
(NEW)  		 An issuer that generally solicited investors in a Rule 506(c) offering can subsequently sell to those investors in a Rule 506(b) offering if the issuer established a substantive relationship with such investors prior to the commencement of the Rule 506(b) offering. However, because the issuer generally solicited the investors, it cannot rely on Rule 152(a)(1)(i).

Whether the issuer has established a substantive relationship depends on facts and circumstances, with particular weight given to the “quality” of the relationship.

In the absence of a prior business relationship or legal duty to offerees, it is likely more difficult for an issuer to establish a pre-existing, substantive relationship, especially in the case of internet-based offerings.

 This guidance is consistent with discussions in the 2020 adopting release, addressing both sales to investors in private placements that prohibit general solicitation if such investors were previously generally solicited, and the hallmarks of a pre-existing substantive relationship.
Securities Act Rules: Rule 152 New Section 148, Question 148.02
(NEW)		 The mere fact that a registration statement is effective does not automatically raise integration concerns under Rule 152. New guidance.
Securities Act Rules: Rule 152 New Section 148, Question 148.03 (Revised and Moved Question 152.02) If an issuer is unsuccessful in completing a takedown from an existing shelf registration statement, it can rely on Rule 152 to complete the offering privately, in reliance on Section 4(a)(2) or Rule 506(b), provided that it complies with the general principle of integration in Rule 152(a)(1). This updates prior guidance under rescinded Rule 155 and  addresses a private offering prohibiting general solicitation following an unsuccessful public offering.
Securities Act Rules: Rule 501 Question 255.06 Rule 501(a)(8) accredits any entity in which all of the equity owners are accredited investors.  If the owner-entity does not qualify on its own merits as an accredited investor, the issuer can look through the owner-entity to its natural person owners in determining their accredited investor status, in accordance with Note 1 to Rule 501(a)(8). Reflects the addition of Note 1 to Rule 501(a)(8) in 2020.
Securities Act Rules: Rule 506 Question 260.39 In a Rule 506(c) offering, an issuer can use different methods to verify the accredited investor status of different investors, including the methods specified in Rule 506(c)(2)(ii) or principles-based methods. New guidance; clarifies that issuers have flexibility in verifying accredited investor status in a single offering.

In addition, the Division withdrew a number of CDIs, all of which were superseded by Securities Act Rule 152.  Rule 152 details how to determine whether separate offerings should be “integrated,” or treated as a single offering.  Therefore, the withdrawal of the CDIs are simply “clean-up” changes to the SEC’s guidance in response to regulatory changes, rather than new or changed substantive guidance. The withdrawn CDIs include:

  • Securities Act Sections: Section 4(a)(2) Question 134.02;
  • Securities Act Sections: Section 5 Question 139.08;
  • Securities Act Sections: Section 5 Question 139.25;
  • Securities Act Rules: Rule 147 Question 141.06;
  • Securities Act Rules: Rule 147 Question 152.01;
  • Securities Act Rules: Rule 147 Question 152.03;
  • Securities Act Rules: Rule 415 Question 212.06;
  • Securities Act Rules: Rule 502 Question 256.01;
  • Securities Act Rules: Rule 502 Question 256.02; and
  • Securities Act Rules: Rule 502 Question 256.34.

Find the new CDIs here.

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DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations. Attorney Advertising.

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