What Happened
The SEC’s Division of Corporation Finance issued two new Corporation Finance Interpretations (CFIs) on March 23, 2026, clarifying the rules relating to the waiting period between filing and first sale when an amended Form ABS-15G (a “Form ABS-15G/A”) is filed under Rule 15Ga-2.
Rule 15Ga-2 and Form ABS-15G: Quick Baseline
Rule 15Ga-2 requires any issuer or underwriter of rated “Exchange Act ABS,”[1] whether public or private, to furnish on EDGAR the full findings and conclusions of any third-party due diligence report at least five business days before first sale of the related securities. A “third-party due diligence report” is defined broadly by the SEC to include any report that contains the findings and conclusions of any due diligence services provided by a third-party. The definition of “due diligence services” is equally broad in scope and typically results in reports relating to credit reviews, collateral valuations, and legal compliance, among other items, being filed on a routine basis with the SEC. In certain situations, including as a result of changes to the asset pool or as a result of receiving an updated diligence report reflecting revised findings and conclusions, it may be necessary to file a Form ABS 15G/A with the SEC.
Prior to the SEC’s clarification discussed below, there was a question as to whether the five business day waiting period would restart if a Form ABS-15G/A was filed to amend the original filing.
The Two Rules, Plainly Stated
CFI 213.05—A Form ABS-15G/A reflecting a pool substitution may follow a 48-hour waiting period (not a new five-business-day period), provided the original five-business-day clock from the initial ABS-15G will still be satisfied before first sale. The ABS-15G/A must include clear disclosure identifying the substitution and what changed.
CFI 213.06—The 48-hour period does not accelerate the initial five-business-day clock. First sale cannot occur before both clocks are independently satisfied. The later date controls.
How the Clocks Work
Two independent timing constraints must both be satisfied before first sale:
- Clock 1: 5 business days from the initial Form ABS-15G filing (Rule 15Ga-2—unchanged)
- Clock 2: 48 hours from any Form ABS-15G/A filing reflecting a pool change (new—per CFI 213.05)
The later of the two dates governs. Clock 1 cannot be shortened; Clock 2 is the new variable.
| ABS-15G Filed | ABS-15G/A Filed | 5-Day Clock Expires | Earliest First Sale |
| Monday | Wednesday | Monday (following) | Monday (following) |
| Monday | Friday | Monday (following) | Tuesday (following) ← controls |
| Monday | Monday (following) | Monday (following) | Wednesday (following) ← controls |
**Table reflects SEC’s own examples from CFIs 213.05 and 213.06**
Additional Considerations
- Draft ABS-15G/A disclosure carefully. The 48-hour period is only available if the amended filing identifies the specific substitution and changed due diligence information. No disclosure, no shortcut.
- “What is reasonable?”. The CFI states that “a securitizer may conclude that it is reasonable” to file a Form ABS-15G/A furnishing a revised or updated due diligence report reflecting an intervening change to the asset pool no less than 48 hours prior to first sale in the offering. The SEC came to this conclusion by analogizing it to the same rationale for the “48-hour” waiting period for a material change made to a preliminary prospectus—that is, in most cases, changes that can be easily identified and reviewed, and, therefore, would not take a prospective investor as long of a time to digest as the full initial filing.
- Manage substitution timing. Each Form ABS-15G/A resets the 48-hour clock. Multiple late-stage substitutions can compound delays.
Conclusion
The SEC’s CFIs provide clarity as to the impact of filing an ABS-15G/A; in this circumstance noted above, such a filing does not restart the five business day time period of the original ABS-15G filing and instead may only require a 48-hour waiting period.
[1] As defined in Section 3(a)(79) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)(79)).
