Extract to table

Section 382(a) provides the general rule: If a loss corporation has an ownership change, the amount of the taxable income of the new loss corporation for any post-change year which may be offset by pre-change losses shall not exceed the "Section 382 limitation" for such year

Section 382(i)(1) provides that the testing period shall be the three-year period ending on the day of any owner shift involving a 5-percent shareholder or equity structure shift

Accordingly, the AHT IPO constitutes an "equity structure shift" for purposes of Section 382, and the closing date of the base offering (February 13, 2024) and the settlement date of the overallotment shares (March 1, 2024) are each "testing dates" on which the ownership change test must be applied