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ESMA_QA_2753
Topic
Public offer
21/01/2026
Subject Matter
Prospectus exemption
Question
Is a prospectus required under Article 1(5)(ba) of the Prospectus Regulation (PR) for reverse acquisitions?

Unlike Article 1(6b) of the PR, which requires a prospectus for reverse acquisitions within the meaning of paragraph B19 of IFRS 3, Business Combinations, Article 1(5)(ba) of the PR does not explicitly address this issue.
Level 1 Regulation
Prospectus Regulation 2017/1129
ESMA_QA_2747
Topic
Control functions (Compliance, Risk and Audit)
05/01/2026
Subject Matter
Due diligence
Question
How should the due diligence requirements set out in Article 5(2) of the ESCPR be applied by CSPs?
Level 1 Regulation
Regulation 2020/1503 - European crowdfunding service providers for business
ESMA_QA_2746
Topic
Crypto-Asset Service Provider (CASP)
05/01/2026
Subject Matter
CASP Group Structure under MiCA
Question
Under the MiCA framework, can a group structure be set up whereby a non-regulated holding acts as the principal commercial counterparty towards customers (including entering into customer contracts, maintaining customer relationships, and issuing invoices), while a licensed Crypto-Asset Service Provider (CASP) within the same group (daughter company) performs and executes the regulated crypto-asset services?
In such a structure, would it be permissible for the CASP to provide the regulated services without directly contracting with, or invoicing, the end customers, provided that all MiCA requirements (including governance, outsourcing, conflict of interest, and conduct of business rules) are appropriately met?
Level 1 Regulation
MiCA
ESMA_QA_2742
Topic
Public offer
19/12/2025
Subject Matter
Prospectus QA exemption
Question
Do subscription rights fall under the exemptions in Article 1(5)(a) and (ba) of the Prospectus Regulation?
Level 1 Regulation
Prospectus Regulation 2017/1129
ESMA_QA_2741
Topic
Public offer
19/12/2025
Subject Matter
Prospectus Q&A exemption
Question
Is there an obligation to update a document drawn up in accordance with Annex IX of the Prospectus Regulation (PR) in relation to a significant new factor, material mistake or material inaccuracy relating to the information included in a document?
Level 1 Regulation
Prospectus Regulation 2017/1129