; and (II) has— (aa) no or nominal assets; (bb) assets consisting solely of cash and cash equivalents; or (cc) assets consisting of any amount of cash and cash equivalents and nominal other assets. (B) General exemption Except as provided in subparagraphs (C) and (D), an M&A broker shall be exempt from registration under this section. (C) Excluded activities An M&A broker shall not be eligible for an exemption under this paragraph if the M&A broker does any of the following: (i) Directly or indirectly, in connection with the transfer of ownership of an eligible privately held company, receives, holds, transmits, or has custody of the funds or securities to be exchanged by the parties to the transaction. (ii) Engages on behalf of an issuer in a public offering of any class of securities that is registered, or is required to be registered, with the Commission under section 12 or with respect to which the issuer files, or is required to file, periodic information, documents, and reports under subsection (d). (iii) Engages on behalf of any party in a transaction involving a shell company, other than a business combination related shell company. (iv) Directly, or indirectly through any affiliate of the M&A broker, provides financing relating to the transfer of ownership of an eligible privately held company. (v) Assists any party in obtaining financing from an unaffiliated third party without— (I) complying with all other applicable laws in connection with that assistance, including, if applicable, part 220 of title 12, Code of Federal Regulations; and (II) disclosing any compensation in writing to the party. (vi) Represents both the buyer and the seller in the same transaction without— (I) providing clear written disclosure with respect to the parties the broker represents