On March 6, 2025, for the first time since 2008, the staff (the “Staff”) of the Securities and Exchange Commission updated its guidance on the use of lock-up agreements in connection with Rule 145(a) transactions (i.e., certain mergers, consolidations, reclassifications of securities and acquisitions of assets). Prior to the SEC’s update, if a person entering into a lock-up agreement delivered a written consent approving the merger before the registration statement was filed on Form S-4 (or, for foreign private issuers, Form F-4), the Staff would object to the registration.
Source: SEC Updates Guidance on the Use of Lock-Up Agreements in Rule 145(a) Transactions