What Is SEC Form 424B3?

SEC Form 424B3 is a prospectus amendment form that the Securities and Exchange Commission (SEC) requires companies to file if they wish to change, amend, or add information to their registration prospectus without altering the prospectus in original form. There are eight different types of prospectus amendment forms under Rule 424 within Regulation C of the Securities Act of 1933, Title 17, Part 230. Companies are required to file prospectus form 424B3 in accordance with Rule 424(b)(3).

Key Takeaways

  • SEC Form 424B3 is a prospectus amendment form filed with the SEC.
  • SEC Form 424B3 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 different scenarios for filing a prospectus amendment with each scenario requiring its own form.

Understanding SEC Form 424B3

The Securities Act of 1933 was created to provide a regulatory framework for the creation, registration, and issuance of investment securities to investors. This framework provides regulatory protocols for issuers and also creates transparency for investors.

Companies seeking to issue an initial public offering (IPO) must register with the Securities and Exchange Commission. This registration is directed by Title 17, Part 230, Rules 400 to 498 of the Securities Act of 1933. Rules 400 to 498 are also known as Regulation C. Regulation C rules apply to the IPO process for most new issuers but 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 provide clear details on other information that a registering company must include, such as financial reports and material information.

Significant penalties can exist for issuers who do not adhere to proper filings and disclosure protocols. For example, any person who willfully violates protocols can be subject to five years in prison, a $10,000 fine, or both. This is inclusive of company directors, attorneys, accountants, the entire underwriting syndicate, and all persons who signed the Form S-1 registration statement.

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

Rule 424(B)

SEC Form 424B3 can be accessed and completed electronically through the SEC’s EDGAR filing system.

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

(3) 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 addition to the information set forth 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 in connection with 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 is one of the eight forms tied to the options detailed in Rules 424B(1-8). Rules 424B(1-8) all require their own forms:

  • SEC Form 424B1
  • SEC Form 424B2
  • SEC Form 424B3
  • SEC Form 424B4
  • SEC Form 424B5
  • SEC Form 424B6
  • SEC Form 424B7
  • SEC Form 424B8

Examples of SEC Form 424B3

The most recent filings of SEC Form 424B3 are listed on the SEC’s 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 as necessary by Rule 424(b)(3).

An excerpt from the filing is included 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 primarily to provide GPAQ’s stockholders with information regarding Amendment No. 2 to the Merger Agreement entered into on March 10, 2020 as well as updated financial information regarding GPAQ and HOFV.

This example shows some of the context and detail 424B3 forms can provide.