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SEC Form 424B3

SEC Form 424B3
InvestingLaws and RegulationsSECSec and Regulatory Bodies

What Is SEC Form 424B3?

SEC Form 424B3 is an amendment form that the Securities and Exchange Commission (SEC) requires companies to file assuming they wish to change, revise, or add information to their registration prospectus without adjusting the prospectus in original form.

There are eight distinct types of prospectus amendment forms under Rule 424 inside Regulation C of the Securities Act of 1933, Title 17, Part 230. Companies are required to file prospectus form 424B3 as per Rule 424(b)(3).

Understanding SEC Form 424B3

The Securities Act of 1933 was made to give a regulatory structure to the creation, registration, and issuance of investment securities to investors. This structure provides regulatory protocols for issuers and furthermore creates transparency for investors.

Companies seeking to send off a initial public offering (IPO) must register with the SEC as directed by Title 17, Part 230, Rules 400 to 498 of the Securities Act of 1933. Rules 400 to 498, also known as Regulation C, apply to the IPO process for most new issuers, despite the fact that there are some alternative filing protocols as well.

Regulation C of the Securities Act of 1933 mandates the filing of the Form S-1 registration statement, which includes an issuer's prospectus. Regulation C and Form S-1 also give clear details on other information that a registering company must incorporate, such as financial reports and material information.

Any person who tenaciously violates legitimate filings and disclosure protocols can be subject to five years in prison, a $10,000 fine, or both. This is inclusive of company directors, attorneys, accountants, the whole [underwriting syndicate](/guarantor syndicate), and all persons who signed the Form S-1.

After the Form S-1 is submitted, it is inspected by the SEC, who either accepts or rejects the registration request. In some cases, companies may not wish to straightforwardly correct their initially approved Form S-1 prospectus after it has been approved. This leads to Rule 424 of Regulation C, which lays out eight distinct options for giving information also tied to the Form S-1 prospectus.

SEC Form 424B3

SEC Form 424B3 is one of the eight forms definite in Rules 424B(1-8). This particular document must be filled out and submitted to the regulator when facts or events become known that constitute a substantive change or expansion to information previously gave in the last prospectus sent to the SEC.

Title 17, Part 230, Rule 424(B)(3) of the Securities Act of 1933 states the accompanying:

A form of prospectus that reflects facts or events other than those covered in paragraphs (b) (1), (2) and (6) of this section that constitute a substantive change from or expansion to the information set forward in the last form of prospectus filed with the Commission under this section or as part of a registration statement under the Securities Act shall be filed with the Commission no later than the fifth business day after the date it is first used after effectiveness regarding a public offering or sales, or transmitted by a means reasonably calculated to result in filing with the Commission by that date.

SEC Form 424B3 can be accessed and completed electronically through the SEC's EDGAR filing system. At the point when this particular form is called for, it very well may be necessary to disclose related extra information, facts, or events through 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 site page.

On March 31, 2020, GPAQ Acquisition Holdings, Inc. filed SEC Form 424B3 as a supplement to its prospectus documentation to give certain clarifications and additions.

An extract from the filing is incorporated below:

This Amendment No. 2 (this "Amended Proxy Statement") to the definitive proxy statement (the "Proxy Statement") of Gordon Pointe Acquisition Corp. ("GPAQ") supplements and amends and restates in the entirety the Proxy Statement, which was filed with the U.S. Securities and Exchange Commission (the "SEC") on February 14, 2020 (the "Original Proxy Statement"). This Amended Proxy Statement is being filed fundamentally to furnish GPAQ's stockholders with information in regards to Amendment No. 2 to the Merger Agreement went into on March 10, 2020 as well as refreshed financial information in regards to GPAQ and HOFV.

Highlights

  • SEC Form 424B3 must be completed when "substantive" facts or events arise that weren't disclosed in the last prospectus sent to the SEC.
  • It is required when a prospectus amendment is subject to Rule 424(b)3 found in Title 17, Part 230 of the Securities Act of 1933.
  • Rule 424(b) includes eight distinct scenarios for filing a prospectus amendment with every scenario requiring its own form.
  • SEC Form 424B3 is used to address or change a company's prospectus.