"The spin-off company does not have to register the shares of the spin-off under the Securities Act of 1933 if it meets certain conditions." SEC.gov

"It is the Division's view that the subsidiary does not have
to register a spin-off under the Securities Act when: /4

* the parent shareholders do not provide
consideration for the spun-off shares;

* the spin-off is pro-rata to the parent
shareholders;

* the parent provides adequate information about the
spin-off and the subsidiary to its shareholders and to
the trading markets;

* the parent has a valid business purpose for the
spin-off; and

* if the parent spins-off "restricted securities,"
it has held those securities for at least two years."