Cantor Entertainment Technology, Inc. registered $100 million of Class A common shares on December 22, 2011, for an initial public offering on the Nasdaq Global Market (SEC file no. 333-178721, and Form S-1 Amendment No. 1 filed on 2/14/12). On May 25, Cantor filed an application on Form RW seeking withdrawal of the Registration Statement because it expects to submit a new draft registration statement pursuant to the confidential submission process available to “emerging growth companies” under Section 106(a) of the JOBS Act, which added new Section 6(e) of the Securities Act.
Cantor Entertainment, an affiliate of Cantor Fitzgerald & Co., which had been designated as the lead underwriter for the withdrawn offering, notes that it may rely on Rule 155(c) under the Securities Act in connection with any private offering undertaken by it following the withdrawal of the Registration Statement. Rule 155(c) provides a non-exclusive safe harbor from integration of private and registered offerings whereby an offering for which the issuer filed a registration statement will not be considered part of a later commenced private offering if, among other things, no securities were sold in the registered offering and the issuer withdraws the registration under Rule 477.
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