What Is SEC Form 424B3?
SEC Form 424B3 is an amendment form that the Securities and Exchange Price (SEC) calls for firms to file within the match that they wish to industry, amend, or add wisdom to their registration prospectus without converting the prospectus in distinctive form.
There are 8 different types of prospectus amendment forms beneath Rule 424 within Law C of the Securities Act of 1933, Identify 17, Section 230. Companies are required to file prospectus form 424B3 consistent with Rule 424(b)(3).
Key Takeaways
- SEC Form 424B3 is used to right kind or industry a company’s prospectus.
- It is required when a prospectus amendment is subject to Rule 424(b)3 found in Identify 17, Section 230 of the Securities Act of 1933.
- SEC Form 424B3 will have to be completed when “substantive” data or events emerge that weren’t disclosed inside of the remainder prospectus sent to the SEC.
- Rule 424(b) accommodates 8 different eventualities for filing a prospectus amendment with each state of affairs requiring its private form.
Understanding SEC Form 424B3
The Securities Act of 1933 was once as soon as created to offer a regulatory framework for the arrival, registration, and issuance of investment securities to patrons. This framework provides regulatory protocols for issuers and also creates transparency for patrons.
Companies on the lookout for to unencumber an initial public offering (IPO) will have to enroll with the SEC as directed via Identify 17, Section 230, Regulations 400 to 498 of the Securities Act of 1933. Regulations 400 to 498, also known as Law C, practice to the IPO process for lots of new issuers, although there are some selection filing protocols as well.
Law C of the Securities Act of 1933 mandates the filing of the Form S-1 registration statement, which accommodates an issuer’s prospectus. Law C and Form S-1 moreover provide clear details on other wisdom {{that a}} registering company will have to include, similar to financial research and material wisdom.
After the Form S-1 is submitted, it is reviewed throughout the SEC, who each accepts or rejects the registration request. In some instances, firms won’t wish to instantly amend their to start with approved Form S-1 prospectus after it is been approved. This leads to Rule 424 of Law C, which lays out 8 different alternatives for providing wisdom additionally tied to the Form S-1 prospectus.
SEC Form 424B3
SEC Form 424B3 is likely one of the 8 forms detailed in Regulations 424B(1-8). This particular record will have to be stuffed out and submitted to the regulator when data or events come to gentle that constitute a substantive industry or addition to wisdom up to now provided inside of the remainder prospectus sent to the SEC.
Identify 17, Section 230, Rule 424(B)(3) of the Securities Act of 1933 states the following:
A kind of prospectus that presentations data or events slightly then those lined in paragraphs (b) (1), (2) and (6) of this phase that constitute a substantive industry from or addition to the tips set forth inside of the remainder form of prospectus filed with the Price beneath this phase or as part of a registration statement beneath the Securities Act could be filed with the Price no later than the fifth trade day after the date it is first used after effectiveness in connection with a public offering or product sales, or transmitted via one way slightly calculated to result in filing with the Price via that date.
SEC Form 424B3 will also be accessed and completed electronically all the way through the SEC’s EDGAR filing system. When this particular form is called for, it might be vital to reveal equivalent more information, data, or events by means of SEC Form 424B4 or SEC Form 424B5 as well.
Examples of SEC Form 424B3
The most recent filings of SEC Form 424B3 are listed on the SEC Form 424B3 webpage.
On March 31, 2020, GPAQ Acquisition Holdings, Inc. filed SEC Form 424B3 as a supplement to its prospectus documentation for the purpose of providing certain clarifications and additions.
An excerpt from the filing is built-in underneath:
This Amendment No. 2 (this “Amended Proxy Statement”) to the definitive proxy statement (the “Proxy Statement”) of Gordon Pointe Acquisition Corp. (“GPAQ”) nutritional dietary supplements and amends and restates inside the entirety the Proxy Observation, which was once as soon as filed with the U.S. Securities and Exchange Price (the “SEC”) on February 14, 2020 (the “Original Proxy Statement”). This Amended Proxy Observation is being filed principally to offer GPAQ’s stockholders with wisdom on the subject of Amendment No. 2 to the Merger Agreement entered into on March 10, 2020 along with up to the moment financial wisdom on the subject of GPAQ and HOFV.
