Shell company. The term shell company means a registrant, other than an asset-backed issuer as defined in Item 1101 of Regulation AB ( 229.1101(b) of this chapter), that has:
(1) No or nominal operations; and
(i) No or nominal assets;
(ii) Assets consisting solely of cash and cash equivalents; or
(iii) Assets consisting of any amount of cash and cash equivalents and nominal other assets.