A New York Subscription Receipt is a financial instrument used in equity offerings, particularly in private placements or initial public offerings (IPOs), to bridge the gap between the time of receiving funds from investors and issuing securities. It serves as a placeholder for the eventual issuance of shares or other securities to the investors. The term "New York Subscription Receipt" specifically refers to these instruments issued under the laws and regulations of New York state. New York Subscription Receipts typically involve a subscription agreement between the issuing company and investors, where investors commit to buying a certain number of securities at a predetermined price. However, instead of immediately issuing the securities, the company issues subscription receipts to the investors, representing the investors' entitlement to the securities once certain conditions are met. The key purpose of using New York Subscription Receipts is to allow companies to raise capital while a significant step or event is pending, such as regulatory approval, completion of a merger or acquisition, or the fulfillment of certain performance criteria. The funds raised through the subscription receipts are held in escrow until the conditions are met, and upon fulfillment, the subscription receipts are automatically converted into the underlying shares or securities. Types of New York Subscription Receipts may include: 1. Conditional New York Subscription Receipts: These are the most common type of subscription receipts, where the conversion of the receipts into securities is subject to certain conditions being met. These conditions can vary widely, depending on the specific terms of the offering. 2. Guaranteed New York Subscription Receipts: In some cases, a third-party guarantor may guarantee the conversion of the subscription receipts into securities, regardless of whether the conditions are met. This provides an additional layer of security for investors. 3. Es crowed New York Subscription Receipts: The funds raised through subscription receipts are typically held in escrow until the conditions to convert the receipts into securities are satisfied. This ensures that investors' funds are protected until the conversion takes place. 4. Convertible New York Subscription Receipts: These subscription receipts come with an embedded option allowing investors to convert them into a different class of securities, such as preferred shares or debt instruments, instead of common shares. 5. Non-convertible New York Subscription Receipts: Unlike the standard New York Subscription Receipts, these receipts do not provide the option for conversion into securities but represent a direct claim on the issuing company's assets or profits. In summary, New York Subscription Receipts are a flexible and commonly used financial instrument in equity offerings. They bridge the gap between the receipt of funds from investors and the eventual issuance of securities, allowing companies to raise capital while certain conditions are pending. Investors benefit from the ability to secure their potential investment until the completion of specific events.