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pdfUNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization)
(Primary Standard Industrial Classification Code Number)
(I.R.S. Employer Identification Number)
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed sale of the securities to the public:
If the securities being registered on this Form are being offered in connection with the formation
of a holding company and there is compliance with General Instruction G, check the following
box: ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under
the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. ☐
SEC 2077 (07-24)
Potential persons who are to respond to the collection of information
contained in this Form are not required to respond unless the Form
displays a currently valid OMB control number.
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities
Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, a smaller reporting company, or emerging growth company. See the
definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "
emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐
Non-accelerated filer ☐
Accelerated filer ☐
Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use
the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in
conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
☐
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GENERAL INSTRUCTIONS
A.
B.
Rule as to Use of Form S-4.
1.
This Form may be used for registration under the Securities Act of 1933 (“Securities
Act”) of securities to be issued (1) in a transaction of the type specified in paragraph (a)
of Rule 145 (§230.145 of this chapter); (2) in a merger in which the applicable state law
would not require the solicitation of the votes or consents of all of the security holders
of the company being acquired; (3) in an exchange offer for securities of the issuer or
another entity; (4) in a public reoffering or resale of any such securities acquired
pursuant to this registration statement; or (5) in more than one of the kinds of
transaction listed in (1) through (4) registered on one registration statement.
2.
If the registrant meets the requirements of and elects to comply with the provisions in
any item of this Form or Form F-4 (§239.34 of this chapter) that provides for
incorporation by reference of information about the registrant or the company being
acquired, the prospectus must be sent to the security holders no later than 20 business
days prior to the date on which the meeting of such security holders is held or, if no
meeting is held, at least 20 business days prior to either (1) the date of such votes,
consents or authorizations, or (2) the date the transaction is consummated or the votes,
consents or authorizations may be used to effect the transaction. Attention is directed to
Sections 13(e), 14(d) and 14(e) of the Securities Exchange Act of 1934 (“Exchange
Act”) the rules and regulations thereunder regarding other time periods in connection
with exchange offers and going private transactions.
3.
This Form shall not be used if the registrant is a registered investment company or a
business development company as defined in Section 2(a)(48) of the Investment
Company Act of 1940.
Information with Respect to the Registrant.
1.
Information with respect to the registrant shall be provided in accordance with the items
referenced in one of the following subparagraphs:
a.
Items 10 and 11 of this Form, if the registrant elects this alternative and meets the
following requirements of Form S-3 (§239.13 of this chapter) (hereinafter, with
respect to the registrant, “meets the requirements for use of Form S-3”) for this
offering of securities:
(i)
the registrant meets the requirements of General Instructions I.A. of Form
S-3; and
(ii)
one of the following is met:
A.
The registrant meets the aggregate market value requirement of
General Instruction I.B.1. of Form S-3; or
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2.
C.
B.
Non-convertible debt or preferred securities are to be offered
pursuant to this registration statement and are “investment grade
securities” as defined in General Instruction I.B.2. of Form S-3; or
C.
The registrant is a majority-owned subsidiary and one of the
conditions of General Instruction I.C. of Form S-3 is met.
b.
Items 12 and 13 of this Form, if the registrant meets the requirements for use of
Form S-3 and elects this alternative; or
c.
Item 14 of this Form, if the registrant does not meet the requirements for use of
Form S-3, or if it otherwise elects this alternative.
If the registrant is a real estate entity of the type described in General Instruction A to
Form S-11 (§239.18 of this chapter), the information prescribed by Items 12, 13, 14, 15
and 16 of Form S-11 shall be furnished about the registrant in addition to the
information provided pursuant to Items 10 through 14 of this Form. The information
prescribed by such Items of Form S-11 may be incorporated by reference into the
prospectus if (a) a registrant qualifies for and elects to provide information pursuant to
alternative 1.a. or 1.b. of this instruction and (b) the documents incorporated by
reference pursuant to such elected alternative contain such information.
Information With Respect to the Company Being Acquired.
1.
2.
Information with respect to the company whose securities are being acquired
(hereinafter including, where securities of the registrant are being offered in exchange
for securities of another company, such other company) shall be provided in
accordance with the items referenced in one of the following subparagraphs:
a.
Item 15 of this Form, if the company being acquired meets the requirements of
General Instructions I.A. and I.B.1. of Form S-3 (hereinafter, with respect to the
company being acquired, “meets the requirements for use of Form S-3”) of Form
S-3 and this alternative is elected;
b.
Item 16 of this Form, if the company being acquired meets the requirements for
use of Form S-3 and this alternative is elected; or
c.
Item 17 of this Form, if the company being acquired does not meet the
requirements for use of Form S-3 or if this alternative is otherwise elected.
If the company being acquired is a real estate entity of the type described in General
Instruction A to Form S-11, the information that would be required by Items 13, 14, 15
and 16(a) of Form S-11 if securities of such company were being registered shall be
furnished about such company being acquired in addition to the information provided
pursuant to this Form. The information prescribed by such Items of Form S-11 may be
incorporated by reference into the prospectus if (a) the company being acquired would
qualify for use of the level of disclosure prescribed by alternative 1.a. or 1.b. of this
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instruction and such alternative is elected and (b) the documents incorporated by
reference pursuant to such elected alternative contain such information.
D.
E.
Application of General Rules and Regulations.
1.
Attention is directed to the General Rules and Regulations under the Securities Act,
particularly those comprising Regulation C thereunder (§230.400 et seq. of this
chapter). That Regulation contains general requirements regarding the preparation and
filing of registration statements.
2.
Attention is directed to Regulation S-K (Part 229 of this chapter) for the requirements
applicable to the content of nonfinancial statement portions of registration statements
under the Securities Act. Where this Form directs the registrant to furnish information
required by Regulation S-K and the item of Regulation S-K so provides, information
need only be furnished to the extent appropriate.
3.
A “small business issuer,” defined in §230.405, shall refer to the disclosure items in
Regulation S-B (17 CFR 228.10 et seq.) and not Regulation S-K except with respect to
disclosure called for by subpart 900 of Regulation S-K. Small business issuers shall
provide or incorporate by reference the information called for by Item 310 of
Regulation S-B.
Compliance with Exchange Act Rules.
1.
If a corporation or other person submits a proposal to its security holders entitled to
vote on, or consent to, the transaction in which the securities being registered are to be
issued, and such person’s submission to its security holders is subject to Regulation
14A (§§240.14a-1) through 14b-1 of this chapter) or 14C (§§240.14c-1 through 14c101 of this chapter) under the Exchange Act, then the provisions of such Regulations
shall apply in all respects to such person’s submission, except that (a) the prospectus
may be in the form of a proxy or information statement and may contain the
information required by this Form in lieu of that required by Schedule 14A (§240.14a101) or 14C (§240.14c-101) of Regulation 14A or 14C under the Exchange Act; and
(b) copies of the preliminary and definitive proxy or information statement, form of
proxy or other material filed as a part of the registration statement shall be deemed
filed pursuant to such person’s obligations under such Regulations.
2.
If the proxy or information material sent to security holders is not subject to Regulation
14A or 14C, all such material shall be filed as a part of the registration statement at the
time the statement is filed or as an amendment thereto prior to the use of such material.
3.
If the transaction in which the securities being registered are to be issued is subject to
Section 13(e), 14(d) or 14(e) of the Exchange Act, the provisions of those sections and
the rules and regulations thereunder shall apply to the transaction in addition to the
provisions of this Form.
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F.
Transactions Involving Foreign Private Issuers.
If a U.S. registrant is acquiring a foreign private issuer, as defined by Rule 405 (§230.405
of this chapter), such registrant may use this Form and may present information about the
foreign private issuer pursuant to Form F-4. If the registrant is a foreign private issuer, such
registrant may use Form F-4 and
G.
1.
If the company being acquired is a foreign private issuer, may present information
about such foreign company pursuant to Form F-4; or
2.
If the company being acquired is a U.S. company, may present information about such
company pursuant to this Form.
Filing and Effectiveness of Registration Statement Involving Formation of HoldCompanies; Requests for Confidential Treatment; Number of Copies
Original registration statements on this Form S-4 will become effective automatically on
the twentieth day after the date of filing (Rule 456, §230.456 of this chapter), pursuant to
the provisions of Section 8(a) of the Act (Rule 459, §230.459 of this chapter) provided:
1.
The transaction in connection with which securities are being registered involves the
organization of a bank or savings and loan holding company for the sole purpose of
issuing common stock to acquire all of the common stock of the company that is
organizing the holding company; and
2.
The following conditions are met:
a.
the financial institution furnishes its security holders with an annual report that
includes financial statements prepared on the basis of generally accepted
accounting principles;
b.
there are no anticipated changes in the security holders’ relative equity ownership
interest in the underlying company’s assets except for redemption of no more
than a nominal number of shares of unaffiliated persons who dissent;
c.
in the aggregate, only nominal borrowings are to be incurred for such purposes as
organizing the holding company to pay non-affiliated persons who dissent, or to
meet minimum capital requirements;
d.
there are no new classes of stock authorized other than those corresponding to the
stock of the company being acquired immediately prior to the reorganization;
e.
there are no plans or arrangements to issue any additional shares to acquire any
business other than the company being acquired; and
f.
there has been no material adverse change in the financial condition of the
company being acquired since the latest fiscal year end included in the annual
report to security holders.
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Pre-effective amendments with respect to such a registration statement may be filed prior to
effectiveness, and such amendments will be deemed to have been filed with the consent of
the Commission (Rule 475a, §230.475 of this chapter). Accordingly, the filing of a preeffective amendment to such a registration statement will not commence a new twenty-day
period. Post-effective amendments to such a registration statement on this Form shall
become effective upon the date of filing (Rule 464, §230.464 of this chapter). Delaying
amendments are not permitted in connection with either original filings or amendments on
such a registration statement (Rule 473(d) §230.473(d) of this chapter), and any attempt to
interpose a delaying amendment of any kind will be ineffective. All filings made on or in
connection with this Form pursuant to this instruction become public upon filing with the
Commission. As a result, requests for confidential treatment made under Rule 406
(§230.406 of this chapter) must be processed by the Commission’s staff prior to the filing
of such a registration statement. The number of copies of such a registration statement and
of each amendment required by Rules 402 and 472 (§230.402 and §230.472 of this chapter)
shall be filed with the Commission; provided, however, that the number of additional
copies referred to in Rule 402(b) may be reduced from ten to three and the number of
additional copies referred to in Rule 472(a) may be reduced from eight to three, one of
which shall be marked to clearly and precisely indicate changes.
H.
Registration Statements Subject to Rule 415(a)(1)(viii) (§230.415(a)(1)(viii) of this
chapter)
If the registration statement relates to offerings of securities pursuant to Rule
415(a)(1)(viii), required information about the type of contemplated transaction and the
company to be acquired only need be furnished as of the date of initial effectiveness of the
registration statement to the extent practicable. The required information about the specific
transaction and the particular company being acquired, however, must be included in the
prospectus by means of a post-effective amendment; Provided, however, that where the
transaction in which the securities are being offered pursuant to a registration statement
under the Securities Act of 1933 would itself qualify for an exemption from Section 5 of
the Act, absent the existence of other similar (prior or subsequent) transactions, a
prospectus supplement could be used to furnish the information necessary in connection
with such transaction. Each post-effective amendment or final prospectus supplement filed
to provide required information about a specific transaction and particular company being
acquired must include in the exhibit required by Item 21(d) of this Form or Rule 424(g)
(§230.424(g) of this chapter), respectively, the maximum aggregate amount or maximum
aggregate offering price of the securities to which the post-effective amendment or
prospectus relates, and each such prospectus must indicate in such exhibit that it is a final
prospectus for the related offering.
I.
Roll-Up Transactions.
1.
If securities to be registered on this Form will be issued in a roll-up transaction as
defined in Item 901(c) of Regulation S-K (17 CFR 229.901(c)), then the disclosure
provisions of Subpart 229.900 of Regulation S-K (17 CFR 229.900) shall apply to the
transaction in addition to the provisions of this Form. A smaller reporting company,
defined in §230.405, that is engaged in a roll-up transaction shall refer to the disclosure
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items in subpart 900 of Regulation S-K. To the extent that the disclosure requirements
of Subpart 229.900 are inconsistent with the disclosure requirements of any other
applicable forms or schedules, the requirements of Subpart 229.900 are controlling.
2.
If securities to be registered on this Form will be issued in a roll-up transaction as
defined in Item 901(c) of Regulation S-K (17 CFR 229.901(c)), the prospectus must be
distributed to security holders no later than the lesser of 60 calendar days prior to the
date on which action is to be taken or the maximum number of days permitted for
giving notice under applicable state law.
3.
Attention is directed to the proxy rules (17 CFR 240.14a-1-240.14a-104) and Rule 14e7 of the tender offer rules (17 CFR 240.14e-7) if securities to be registered on this
Form will be issued in a roll-up transaction. Such rules contain provisions specifically
applicable to roll-up transactions, whether or not the entities involved have securities
registered pursuant to Section 12 of the Exchange Act.
J.
[Reserved]
K.
Registration of Additional Securities.
With respect to the registration of additional securities for an offering pursuant to Rule
462(b) under the Securities Act, the registrant may file a registration statement consisting
only of the following: the facing page; a statement that the contents of the earlier
registration statement, identified by file number, are incorporated by reference; required
opinions, consents, and filing fee-related information; the signature page; and any pricerelated information omitted from the earlier registration statement in reliance on Rule 430A
that the registrant chooses to include in the new registration statement. The information
contained in such a Rule 462(b) registration statement shall be deemed to be a part of the
earlier registration statement as of the date of effectiveness of the Rule 462(b) registration
statement. Any opinion or consent required in the Rule 462(b) registration statement may
be incorporated by reference from the earlier registration statement with respect to the
offering, if: (i) Such opinion or consent expressly provides for such incorporation; and (ii)
such opinion relates to the securities registered pursuant to Rule 462(b). See Rule 439(b)
under the Securities Act [17 CFR 230.439(b)].
L.
De-SPAC Transactions.
1.
If securities to be registered on this Form will be issued in a de-SPAC transaction, as
defined in Item 1601(a) of Regulation S-K (17 CFR 229.1601(a)), then the disclosure
provisions of Items 1603 through 1607 and 1609 of Regulation S-K (17 CFR 229.1603
through 229.1607 and 229.1609) apply in addition to the provisions of this Form and
disclosure thereunder must be provided in the prospectus, and the structured data
provisions of Item 1610 of Regulation S-K (17 CFR 229.1610) apply to those
disclosures. To the extent that the applicable disclosure requirements of Subpart
229.1600 are inconsistent with the disclosure requirements of this Form, the
requirements of Subpart 229.1600 are controlling. If the securities to be registered on
this Form will be issued by a special purpose acquisition company (as such term is
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defined in Item 1601 of Regulation S-K) or another shell company in connection with a
de-SPAC transaction, the registrants also include the target company (as such term is
defined in Item 1601 of Regulation S-K), and it must be so designated on the cover
page of this Form. In such a de-SPAC transaction, where the target company consists
of a business or assets, the seller of the business or assets is deemed to be a registrant
instead of the business or assets and must be so designated on the cover page of this
Form. Further, in such a de-SPAC transaction, the term “registrant” for purposes of the
disclosure requirements of this Form means the special purpose acquisition company,
and the term “company being acquired” for the purposes of the disclosure requirements
of this Form means the target company.
2.
If the target company, as defined in Item 1601(d) of Regulation S-K (17 CFR
229.1601(d)), in a de-SPAC transaction, as defined in Item 1601 of Regulation S-K (17
CFR 229.1601), is not subject to the reporting requirements of either Section 13(a) or
15(d) of the Exchange Act, provide the following additional information with respect
to the target company:
a.
Item 101 of Regulation S-K (§ 229.101 of this chapter, description of business);
b.
Item 102 of Regulation S-K (§ 229.102 of this chapter, description of property);
c.
Item 103 of Regulation S-K (§ 229.103 of this chapter, legal proceedings);
d.
Item 304 of Regulation S-K (§ 229.304 of this chapter, changes in and
disagreements with accountants on accounting and financial disclosure);
e.
Item 403 of Regulation S-K (§ 229.403 of this chapter, security ownership of
certain beneficial owners and management), assuming the completion of the deSPAC transaction and any related financing transaction; and
f.
Item 701 of Regulation S-K (§ 229.701 of this chapter, recent sales of
unregistered securities).
If the target company is a foreign private issuer, as defined in Rule 405 (§ 230.405 of
this chapter), information with respect to the target company may be provided in
accordance with Items 4, 6.E, 7.A, 8.A.7, and 16F of Form 20-F, in lieu of the
information specified above.
3.
If securities to be registered on this Form will be issued in a de-SPAC transaction, as
defined in Item 1601(a) of Regulation S-K (17 CFR 229.1601(a)), the prospectus must
be distributed to security holders no later than the lesser of 20 calendar days prior to
the date on which the meeting of security holders is to be held or action is to be taken
in connection with the de-SPAC transaction or the maximum number of days permitted
for disseminating the prospectus under the applicable laws of the jurisdiction of
incorporation or organization.
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PART I
INFORMATION REQUIRED IN THE PROSPECTUS
A.
INFORMATION ABOUT THE TRANSACTION
Item 1. Forepart of Registration Statement and Outside Front Cover Page of Prospectus.
Set forth in the forepart of the registration statement and on the outside front cover page of
the prospectus the information required by Item 501 of Regulation S-K (§229.501 of this
chapter).
Item 2. Inside Front and Outside Back Cover Pages of Prospectus.
Provide the information required by Item 502 of Regulation S-K. In addition, on the inside
front cover page, you must state:
(1)
that the prospectus incorporates important business and financial information about
the company that is not included in or delivered with the document; and
(2)
that this information is available without charge to security holders upon written or
oral request. Give the name, address, and telephone number to which security holders
must make this request. In addition, you must state that to obtain timely delivery,
security holders must request the information no later than five business days before
the date they must make their investment decision. Specify the date by which security
holders must request this information. You must highlight this statement by print type
or otherwise.
Note to Item 2. If you send any of the information that is incorporated by reference in
the prospectus to security holders, you also must send any exhibits that are
specifically incorporated by reference in that information.
Item 3. Risk Factors and Other Information.
Provide in the forepart of the prospectus a summary containing the information required by
Items 105 and 503 of Regulation S-K (§ 229.105 and § 229.503 of this chapter) and the
following:
(a)
The name, complete mailing address (including the Zip Code), and telephone number
(including the area code) of the principal executive offices of the registrant and the
company being acquired;
(b)
A brief description of the general nature of the business conducted by the registrant
and by the company being acquired;
(c)
A brief description of the transaction in which the securities being registered are to be
offered;
(d)
[Reserved]
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(e)
[Reserved]
(f)
[Reserved]
(g)
In comparative columnar form, the market value of securities of the company being
acquired (on an historical and equivalent per share basis) and the market value of the
securities of the registrant (on an historical basis) as of the date preceding public
announcement of the proposed transaction, or, if no such public announcement was
made, as of the day preceding the day the agreement with respect to the transaction
was entered into;
(h)
With respect to the registrant and the company being acquired, a brief statement
comparing the percentage of outstanding shares entitled to vote held by directors,
executive officers and their affiliates and the vote required for approval of the
proposed transaction;
(i)
A statement as to whether any federal or state regulatory requirements must be
complied with or approval must be obtained in connection with the transaction, and if
so, the status of such compliance or approval;
(j)
A statement about whether or not dissenters’ rights of appraisal exist, including a
cross-reference to the information provided pursuant to Item 18 or 19 of this Form;
and
(k)
A brief statement about the tax consequences of the transaction, or if appropriate,
consisting of a cross-reference to the information provided pursuant to Item 4 of this
Form.
Item 4. Terms of the Transaction.
(a) Furnish a summary of the material features of the proposed transaction. The summary
shall include, where applicable:
(1) A brief summary of the terms of the acquisition agreement;
(2) The reasons of the registrant and of the company being acquired for engaging in
the transaction;
(3) The information required by Item 202 of Regulation S-K (§229.202 of this
chapter), description of registrant’s securities, unless: (i) the registrant would meet
the requirements for use of Form S-3 and elects to furnish information pursuant to
Item 10, (ii) capital stock is to be registered and (iii) securities of the same class
are registered under Section 12 of the Exchange Act and (i) listed for trading or
admitted to unlisted trading privileges on a national securities exchange; or (ii) are
securities for which bid and offer quotations are reported in an automated
quotations system operated by a national securities association;
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(4) An explanation of any material differences between the rights of security holders
of the company being acquired and the rights of holders of the securities being
offered;
(5) A brief statement as to the accounting treatment of the transaction; and
(6) The federal income tax consequences of the transaction.
(b) If a report, opinion or appraisal materially relating to the transaction has been received
from an outside party, and such report, opinion or appraisal is referred to in the
prospectus, furnish the same information as would be required by Item 1015(b) of
Regulation M-A (229.1015(b) of this chapter).
(c) Incorporate the acquisition agreement by reference into the prospectus by means of a
statement to that effect.
Item 5. Pro Forma Financial Information.
Furnish financial information required by Article 11 of Regulation S-X (§210.11-01 et. seq.
of this chapter) with respect to this transaction. A smaller reporting company may provide
the information in Rule 8-05 of Regulation S-X (§210.8-05 of this chapter) in lieu of the
financial information required by Article 11 of Regulation S-X.
Instruction.
1. Any other Article 11 information that is presented (rather than incorporated by reference)
pursuant to other Items of this Form shall be presented together with the information
provided pursuant to Item 5, but the presentation shall clearly distinguish between this
transaction and any other.
2. If pro forma financial information with respect to all other transactions is incorporated by
reference pursuant to Item 11 or 15 of this Form only the pro forma results need be
presented as part of the pro forma financial information required by this Item.
Item 6. Material Contracts with the Company Being Acquired.
Describe any past, present or proposed material contracts, arrangements, understandings,
relationships, negotiations or transactions during the periods for which financial statements
are presented or incorporated by reference pursuant to Part I.B. or C. of this Form between
the company being acquired or its affiliates and the registrant or its affiliates, such as those
concerning: a merger, consolidation or acquisition; a tender offer or other acquisition of
securities; an election of directors; or a sale or other transfer of a material amount of assets.
Item 7. Additional Information Required for Reoffering by Persons and Parties Deemed to
Be Underwriters.
If any of the securities are to be reoffered to the public by any person or party who is
deemed to be an underwriter thereof, furnish the following information in the prospectus, at
12 of 38
the time it is being used for the reoffer of the securities to the extent it is not already
furnished therein:
(a) The information required by Item 507 of Regulation S-K (§229.507 of this chapter),
selling security holders; and
(b) Information with respect to the consummation of the transaction pursuant to which the
securities were acquired and any material change in the registrant’s affairs subsequent
to the transaction.
Item 8. Interests of Named Experts and Counsel.
Furnish the information required by Item 509 of Regulation S-K (§229.509 of this chapter).
Item 9. Disclosure of Commission Position on Indemnification for Securities Act Liabilities
Furnish the information required by Item 510 of Regulation S-K (§229.510 of this chapter).
B.
INFORMATION ABOUT THE REGISTRANT
Item 10. Information with Respect to S-3 Registrants.
If the registrant meets the requirements for use of Form S-3 and elects to furnish
information in accordance with the provisions of this Item, furnish information as required
below:
(a) Describe any and all material changes in the registrant’s affairs that have occurred
since the end of the latest fiscal year for which audited financial statements were
included in the latest annual report to security holders and that have not been described
in a report on Form 10-Q (§249.308a of this chapter) or Form 8-K (§249.308 of this
chapter) filed under the Exchange Act.
(b) Include in the prospectus, if not incorporated by reference from the reports filed under
the Exchange Act specified in Item 11 of this Form, a proxy or information statement
filed pursuant to Section 14 of the Exchange Act, a prospectus previously filed
pursuant to Rule 424 under the Securities Act (§230.424 of this chapter), or a Form 8K filed during either of the two preceding fiscal years:
(1) Financial information required by Rule 3-05 (§210.3-05 of this chapter) and
Article 11 of Regulation S-X with respect to transactions other than that pursuant
to which the securities being registered are to be issued;
(2) Restated financial statements prepared in accordance with Regulation S-X (Part
210 of this chapter), if there has been a change in accounting principles or a
correction of an error where such change or correction requires a material
retroactive restatement of financial statements;
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(3) Restated financial statements prepared in accordance with Regulation S-X where a
combination under common control has been consummated subsequent to the most
recent fiscal year and the acquired businesses, considered in the aggregate, are
significant pursuant to Rule 11-01(b) of Regulation S-X (§210.11-01(b) of this
chapter); or
(4) Any financial information required because of a material disposition of assets
outside the normal course of business.
Item 11. Incorporation of Certain Information by Reference.
If the registrant meets the requirements of Form S-3 and elects to furnish information in
accordance with the provisions of Item 10 of this Form:
(a) Incorporate by reference into the prospectus, by means of a statement to that effect
listing all documents so incorporated, the documents listed in paragraphs (1), (2) and, if
applicable, (3) below.
(1) The registrant’s latest annual report on Form 10-K (§249.310 of this chapter) filed
pursuant to Section 13(a) or 15(d) of the Exchange Act which contains financial
statements for the registrant’s latest fiscal year for which a Form 10-K was
required to be filed;
(2) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since
the end of the fiscal year covered by the annual report referred to in Item 11(a)(1)
of this Form; and
(3) If capital stock is to be registered and securities of the same class are registered
under Section 12 of the Exchange Act and: (i) listed for trading or admitted to
unlisted trading privileges on a national securities exchange; or (ii) are securities
for which bid and offer quotations are reported in an automated quotations system
operated by a national securities association, the description of such class of
securities which is contained in a registration statement filed under the Exchange
Act, including any amendment or reports filed for the purpose of updating such
description.
(b) The prospectus also shall state that all documents subsequently filed by the registrant
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to one of the
following dates, whichever is applicable, shall be deemed to be incorporated by
reference into the prospectus:
(1) If a meeting of security holders is to be held, the date on which such meeting is
held;
(2) If a meeting of security holders is not to be held, the date on which the transaction
is consummated;
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(3) If securities of the registrant are being offered in exchange for securities of any
other issuer, the date the offering is terminated; or
(4) If securities are being offered in a reoffering or resale of securities acquired
pursuant to this registration statement, the date the reoffering is terminated.
(c) You must
(1) identify the reports and other information that you file with the SEC; and
(2) State that the SEC maintains an Internet site that contains reports, proxy and
information statements, and other information regarding issuers that file
electronically with the SEC and state the address of that site (http://www. sec.gov).
Disclose your Internet address, if available.
Instruction.
Attention is directed to Rule 439 (§230.439 of this chapter) regarding consent to the use of
material incorporated by reference.
Item 12. Information with Respect to S-3 Registrants.
If the registrant meets the requirements for use of Form S-3 and elects to comply with this
Item, furnish the information required by either paragraph (a) or paragraph (b) of this Item.
The information required by paragraph (b) shall be furnished if the registrant satisfies the
conditions of paragraph (c) of this Item.
(a) If the registrant elects to deliver this prospectus together with a copy of either its latest
Form 10-K filed pursuant to Sections 13(a) or 15(d) of the Exchange Act or its latest
annual report to security holders, which at the time of original preparation met the
requirements of either Rule 14a-3 or Rule 14c-3:
(1) Indicate that the prospectus is accompanied by either a copy of the registrant’s
latest Form 10-K or a copy of its latest annual report to security holders, whichever
the registrant elects to deliver pursuant to paragraph (a) of this Item.
(2) Provide financial and other information with respect to the registrant in the form
required by Part I of Form 10-Q as of the end of the most recent fiscal quarter
which ended after the end of the latest fiscal year for which certified financial
statements were included in the latest Form 10-K or the latest report to security
holders (whichever the registrant elects to deliver pursuant to paragraph (a) of this
Item), and more than forty-five days prior to the effective date of this registration
statement (or as of a more recent date) by one of the following means:
(i) including such information in the prospectus;
(ii) providing without charge to each person to whom a prospectus is delivered a
copy of the registrant’s latest Form 10-Q; or
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(iii) providing without charge to each person to whom a prospectus is delivered a
copy of the registrant’s latest quarterly report that was delivered to its
security holders and which included the required financial information.
(3) If not reflected in the registrant’s latest Form 10-K or its latest annual report to
security holders (whichever the registrant elects to deliver pursuant to paragraph
(a) of this Item) provide information required by Rule 3-05 (§210.3-05 of this
chapter) and Article 11 (§210.11-01 through §210.11.03 of this chapter) of
Regulation S-X. Smaller reporting companies may provide the information
required by Rule 8-04 and 8-05 of Regulation S-X.
(4) Describe any and all material changes in the registrant’s affairs which have
occurred since the end of the latest fiscal year for which audited financial
statements were included in the latest Form 10-K or the latest annual report to
security holders (whichever the registrant elects to deliver pursuant to paragraph
(a) of this Item) and that were not described in a Form 10-Q or quarterly report
delivered with the prospectus in accordance with paragraphs (a)(2)(ii) or (iii) of
this Item.
Instruction. Where the registrant elects to deliver the documents identified in
paragraph (a) with a preliminary prospectus, such documents need not be
redelivered with the final prospectus.
(b) If the registrant does not elect to deliver its latest Form 10-K or its latest annual report
to security holders:
(1) Furnish a brief description of the business done by the registrant and its
subsidiaries during the most recent fiscal year as required by Rule 14a-3 to be
included in an annual report to security holders. The description also should take
into account changes in the registrant’s business that have occurred between the
end of the latest fiscal year and the effective date of the registration statement.
(2) Include financial statements and information as required by Rule 14a-3(b)(1)
(240.14a-3(b)(1) of this chapter) to be included in an annual report to security
holders. In addition, provide:
(i) the interim financial information required by Rule 10-01 of Regulation S-X
(§210.10-01 of this chapter) for a filing on Form 10-Q;
(ii) financial information required by Rule 3-05 and Article 11 of Regulation S-X
with respect to transactions other than that pursuant to which the securities
being registered are to be issued;
(iii) restated financial statements prepared in accordance with Regulation S-X if
there has been a change in accounting principles or a correction of an error
where such change or correction requires a material retroactive restatement
of financial statements;
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(iv) Restated financial statements prepared in accordance with Regulation S-X
where one or more business combinations accounted for by the pooling of
interest method of accounting have been consummated subsequent to the
most recent fiscal year and the acquired businesses, considered in the
aggregate, are significant pursuant to Rule 11-01(b) of Regulation S-X; and
(v) Any financial information required because of a material disposition of assets
outside of the normal course of business.
(3) Furnish the information required by the following:
(i) (i) Item 101(c)(1)(i) of Regulation S-K (§229.101(c)(1)(i) of this chapter),
industry segments, key products or services;
(ii) where common equity securities are being offered, Item 201 of Regulation SK (§229.201 of this chapter), market price of and dividends on the
registrant’s common equity and related stockholder matters;
(iii) [Reserved]
(iv) Item 302 of Regulation S-K (§229.302 of this chapter), supplementary
financial information;
(v) Item 303 of Regulation S-K (§229.303 of this chapter), management’s
discussion and analysis of financial condition and results of operations;
(vi) Item 304 of Regulation S-K (§229.304 of this chapter), changes in and
disagreements with accountants on accounting and financial disclosure; and
(vii) Item 305 of Regulation S-K (§ 229.305 of this chapter), quantitative and
qualitative disclosures about market risk.
(c) The registrant shall furnish the information required by paragraph (b) of this Item if;
(1) the registrant was required to make a material retroactive restatement of financial
statements because of
(i) a change in accounting principles; or
(ii) a correction of an error; or
(iii) a combination under common control was effected subsequent to the most
recent fiscal year and the acquired businesses considered in the aggregate
meet the test of a significant subsidiary; OR
(2) the registrant engaged in a material disposition of assets outside the normal course
of business; AND
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(3) such restatement of financial statements or disposition of assets was not reflected
in the registrant’s latest annual report to security holders and/or its latest Form 10K filed pursuant to Sections 13(a) or 15(d) of the Exchange Act.
Item 13. Incorporation of Certain Information by Reference.
If the registrant meets the requirements of Form S-3 and elects to furnish information in
accordance with the provisions of Item 12 of this Form:
(a) Incorporate by reference into the prospectus, means of a statement to that effect in the
prospectus listing all documents so incorporated, the documents listed in paragraphs
(1) and (2) of this Item and, if applicable, the portions of the documents listed in
paragraphs (3) and (4) thereof.
(1) The registrant’s latest annual report on Form 10-K filed pursuant to Section 13(a)
or 15(d) of the Exchange Act which contains audited financial statements for the
registrant’s latest fiscal year for which a Form 10-K was required to be filed.
(2) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since
the end of the fiscal year covered by the annual report referred to in paragraph
(a)(1) of this Item.
(3) If the registrant elects to deliver its latest annual report to security holders pursuant
to Item 12 of this Form, the information furnished in accordance with the
following:
(i) Item 101(b), (c)(1)(i) and (d) of Regulation S-K, segments, classes of similar
products or services, foreign and domestic operations and export sales;
(ii) Where common equity securities are being issued, Item 201 of Regulation SK, market price of and dividends on the registrant’s common equity and
related stockholder matters;
(iii) [Reserved]
(iv) Item 302 of Regulation S-K, supplementary financial information;
(v) Item 303 of Regulation S-K, management’s discussion and analysis of
financial condition and results of operations;
(vi) Item 304 of Regulation S-K, changes in and disagreements with accountants
on accounting and financial disclosure; and
(vii) Item 305 of Regulation S-K (§ 229.305 of this chapter) quantitative and
qualitative disclosures about market risk.
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(4) If the registrant elects, pursuant to Item 12(a)(2)(iii) of this Form, to provide a
copy of its latest quarterly report which was delivered to security holders, financial
information equivalent to that required to be presented in Part I of Form 10-Q.
Instruction. Attention is directed to Rule 439 regarding consent to the use of
material incorporated by reference.
(b) The registrant also may state, if it so chooses, that specifically described portions of its
annual or quarterly report to security holders, other than those portions required to be
incorporated by reference pursuant to paragraphs (a)(3) and (4) of this Item, are not
part of the registration statement. In such case, the description of portions that are not
incorporated by reference or that are excluded shall be made with clarity and in
reasonable detail.
(c) Electronic filings. Electronic filers electing to deliver and incorporate by reference all,
or any portion, of the quarterly or annual report to security holders pursuant to this
Item shall file as an exhibit such quarterly or annual report to security holders, or such
portion thereof that is incorporated by reference, in electronic format.
(d) You must
(1) identify the reports and other information that you file with the SEC; and
(2) State that the SEC maintains an Internet site that contains reports, proxy and
information statements, and other information regarding issuers that file
electronically with the SEC and state the address of that site (http://www. sec.gov).
Disclose your Internet address, if available.
Item 14. Information with Respect to Registrants Other Than S-3 Registrants.
If the registrant does not meet the requirements for use of Form or S-3, or otherwise elects
to comply with this Item in lieu of Item 10 or 12, furnish the information required by:
(a) Item 101 of Regulation S-K, description of business;
(b) Item 102 of Regulation S-K, description of property;
(c) Item 103 of Regulation S-K, legal proceedings;
(d) Where common equity securities are being issued, Item 201 of Regulation S-K, market
price of and dividends on the registrant’s common equity and related stockholder
matters;
(e) Financial statements meeting the requirements of Regulation S-X, (schedules required
by Regulation S-X shall be filed as “Financial Statement Schedules” pursuant to Item
21 of this Form), as well as financial information required by Rule 3-05 and Article 11
of Regulation S-X with respect to transactions other than that pursuant to which the
securities being registered are to be issued;
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(f) [Reserved]
(g) Item 302 of Regulation S-K, supplementary financial information;
(h) Item 303 of Regulation S-K, management’s discussion and analysis of financial
condition and results of operations;
(i) Item 304 of Regulation S-K, changes in and disagreements with accountants on
accounting and financial disclosure; and
(j) Item 305 of Regulation S-K (§ 229.305 of this chapter), quantitative and qualitative
disclosures about market risk.
C.
INFORMATION ABOUT THE COMPANY BEING ACQUIRED
Item 15. Information with Respect to S-3 Companies.
If the company being acquired meets the requirements for use of Form S-3 and compliance
with this Item is elected, furnish the information that would be required by Items 10 and 11
of this Form if securities of such company were being registered.
Item 16. Information with Respect to S-3 Companies.
(a) If the company being acquired meets the requirements for use of Form S-3 and elects
to comply with this Item, furnish the information that would be required by Items 12
and 13 of this Form if securities of such company were being registered.
(b) Electronic filings. In addition to satisfying the requirements of paragraph (a) of this
Item, electronic filers that elect to deliver and incorporate by reference all, or any
portion, of the quarterly or annual report to security holders of a company being
acquired pursuant to this Item shall file as an exhibit such quarterly or annual report to
security holders, or such portion thereof that is incorporated by reference, in electronic
format.
Item 17. Information with Respect to Companies Other Than S-3 Companies.
If the company being acquired does not meet the requirements for use of Form S-3, or
compliance with this Item is otherwise elected in lieu of Item 15 or 16, furnish the
information required by paragraph (a) or (b) of this Item, whichever is applicable.
(a) If the company being acquired is subject to the reporting requirements of Section 13(a)
or 15(d) of the Exchange Act, or compliance with this subparagraph in lieu of
subparagraph (b) of this Item is selected, furnish the information that would be
required by Item 14 of this Form if the securities of such company were being
registered; however, only those schedules required by Rules 12-15, 28 and 29 of
Regulation S-X (§210.12-15, 28, 29 of this chapter) need be provided with respect to
the company being acquired.
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(b) If the company being acquired is not subject to the reporting requirements of either
Section 13(a) or 15(d) of the Exchange Act; or, because of Section 12(i) of the
Exchange Act, has not furnished an annual report to security holders pursuant to Rule
14a-3 (§240.14a-3 of this chapter) or Rule 14c-3 (§240.14c-3 of this chapter) for its
latest fiscal year; furnish the information that would be required by the following if
securities of such company were being registered:
(1) a brief description of the business done by the company which indicates the
general nature and scope of the business;
(2) Item 201 of Regulation S-K, market price of and dividends on the registrant’s
common equity and related stockholder matters;
(3) [Reserved]
(4) [Reserved]
(5) Item 303 of Regulation S-K, management’s discussion and analysis of financial
condition and results of operations;
(6) Item 304(b) of Regulation S-K (§229.304 of this chapter), changes in and
disagreements with accountants on accounting and financial disclosure;
(7) Financial statements that would be required in an annual report sent to security
holders under Rules 14a-3(b)(1) and (b)(2) (§ 240.14b-3 of this chapter), if an
annual report was required. In a de-SPAC transaction, see § 240.15-01 (Rule 15-01
of Regulation S-X). If the registrant’s security holders are not voting, the
transaction is not a roll-up transaction (as described by Item 901 of Regulation S-K
(§ 229.901 of this chapter)), and:
(i) the company being acquired is significant to the registrant in excess of the
20% level as determined under §210.3-05(b)(2), provide financial statements
of the company being acquired for the latest fiscal year in conformity with
GAAP. In addition, if the company being acquired has provided its security
holders with financial statements prepared in conformity with GAAP for
either or both of the two fiscal years before the latest fiscal year, provide the
financial statements for those years; or
(ii) the company being acquired is significant to the registrant at or below the
20% level, no financial information (including pro forma and comparative
per share information) for the company being acquired need be provided.
Instructions:
1. The financial statements required by this paragraph for the latest fiscal
year need be audited only to the extent practicable. The financial
statements for the fiscal years before the latest fiscal year need not be
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audited if they were not previously audited. For a company combining
with a registrant that is a shell company, see § 210.15-01(a).
2. If the financial statements required by this paragraph are prepared on the
basis of a comprehensive body of accounting principles other than U.S.
GAAP, provide a reconciliation to U.S. GAAP in accordance with Item
17 of Form 20-F (§249.220f of this chapter) unless a reconciliation is
unavailable or not obtainable without unreasonable cost or expense. At a
minimum, provide a narrative description of all material variations in
accounting principles, practices and methods used in preparing the nonU.S. GAAP financial statements from those accepted in the U.S. when
the financial statements are prepared on a basis other than U.S. GAAP.
3. If this Form is used to register resales to the public by any person who is
deemed an underwriter within the meaning of Rule 145(c) (§230.145(c)
of this chapter) with respect to the securities being reoffered, the financial
statements must be audited for the fiscal years required to be presented
under paragraph (b)(2) of Rule 3-05 of Regulation S-X (17 CFR 210.305(b)(2)).
4. In determining the significance of an acquisition for purposes of this
paragraph, apply the tests prescribed in Rule 1-02(w) (§210.1-02(w) of
this chapter).
(8) the quarterly financial and other information as would have been required had the
company being acquired been required to file Part I of Form 10-Q (§249.308a) for
the most recent quarter for which such a report would have been on file at the time
the registration statement becomes effective or for a period ending as of a more
recent date.
(9) schedules required by Rules 12-15, 28 and 29 of Regulation S-X.
(10) Item 305 of Regulation S-K (§ 229.305 of this chapter), quantitative and
qualitative disclosures about market risk.
D.
VOTING AND MANAGEMENT INFORMATION
Item 18. Information if Proxies, Consents or Authorizations are to be Solicited.
(a) If proxies, consents or authorizations are to be solicited, furnish the following
information, except as provided by paragraph (b) of this Item:
(1) The information required by Item 1 of Schedule 14A, date, time and place
information;
(2) The information required by Item 2 of Schedule 14A, revocability of proxy;
22 of 38
(3) The information required by Item 3 of Schedule 14A, dissenters’ rights of
appraisal;
(4) The information required by Item 4 of Schedule 14A, persons making the
solicitation;
(5) With respect to both the registrant and the company being acquired, the
information required by:
(i) Item 5 of Schedule 14A, interest of certain persons in matters to be acted
upon; and
(ii) Item 6 of Schedule 14A, voting securities and principal holders thereof;
(6) The information required by Item 21 of Schedule 14A, vote required for approval;
and
(7) With respect to each person who will serve as a director or an executive officer of
the surviving or acquiring company, the information required by:
(i) Item 401 of Regulation S-K (§229.401 of this chapter), directors and
executive officers;
(ii) Item 402 of Regulation S-K (§229.402 of this chapter), executive
compensation, and paragraph (e)(4) of Item 407 of Regulation S-K
(§229.407(e)(4) of this chapter), corporate governance;
(iii) Item 404 of Regulation S-K (§229.404 of this chapter), transactions with
related persons, promoters and certain control persons, and Item 407(a) of
Regulation S-K (§229.407(a) of this chapter), corporate governance.
(b) If the registrant or the company being acquired meets the requirements for use of Form
S-3, any information required by paragraphs (a)(5)(ii) and (7) of this Item with respect
to such company may be incorporated by reference from its latest annual report on
Form 10-K.
Item 19. Information if Proxies, Consents or Authorizations are not to be Solicited or in an
Exchange Offer.
(a) If the transaction is an exchange offer or if proxies, consents or authorizations are not
to be solicited, furnish, where applicable, the following information, except as provided
by paragraph (c) of this item;
(1) The information required by Item 2 of Schedule 14C, statement that proxies are
not to be solicited;
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(2) The date, time and place of the meeting of security holders, unless such
information is otherwise disclosed in material furnished to security holders with
the prospectus;
(3) The information required by Item 3 of Schedule 14A, dissenters’ rights of
appraisal;
(4) With respect to both the registrant and the company being acquired, a brief
description of any material interest, direct or indirect, by security holdings or
otherwise, of affiliates of the registrant and of the company being acquired, in the
proposed transaction;
Instruction. This subparagraph shall not apply to any interest arising from the
ownership of securities of the registrant where the security holder receives no extra
or special benefit not shared on a pro rata basis by all other holders of the same
class.
(5) With respect to both the registrant and the company being acquired, the
information required by Item 6 of Schedule 14A, voting securities and principal
holders thereof;
(6) The information required by Item 21 of Schedule 14A, vote required for approval;
(7) With respect to each person who will serve as a director or an executive officer of
the surviving or acquiring company the information required by:
(i) Item 401 of Regulation S-K, directors and executive officers;
(ii) Item 402 of Regulation S-K (§229.402 of this chapter), executive
compensation, and paragraph (e)(4) of Item 407 of Regulation S-K
(§229.407(e)(4) of this chapter), corporate governance;
(iii) Item 404 of Regulation S-K (§229.404), transactions with related persons,
promoters and certain controls persons, and Item 407(a) of Regulation S-K
(§229.407(a)), corporate governance.
(b) If the transaction is an exchange offer, furnish the information required by paragraphs
(a)(4), (a)(5), and (a)(7) of this Item, except as provided by paragraph (c) of this Item.
(c) If the registrant or the company being acquired meets the requirements for use of Form
S-3, any information required by paragraphs (a)(5) and (7) of this Item with respect to
such company may be incorporated by reference from its latest annual report on Form
10-K.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. Indemnification of Directors and Officers.
Furnish the information required by Item 702 of Regulation S-K (§229.702 of this chapter).
Item 21. Exhibits and Financial Statement Schedules.
(a) Subject to the rules regarding incorporation by reference, furnish the exhibits as
required by Item 601 of Regulation S-K (§229.601 of this chapter).
(b) Furnish the financial statement schedules required by Regulation S-X and Item 14(e),
Item 17(a) or Item 17(b)(9) of this Form. These schedules should be lettered or
numbered in the manner described for exhibits in paragraph (a) of this Item.
(c) If information is provided pursuant to Item 4(b) of this Form, furnish the report,
opinion or appraisal as an exhibit hereto, unless it is furnished as part of the prospectus.
(d) Furnish the following information, in substantially the tabular form indicated, as to
each type and class of securities being registered in the manner required by Item
601(b)(107) of Regulation S-K, provided, however that if this is an exhibit to a posteffective amendment and the only disclosure presented is pursuant to General
Instruction H of this Form and instruction 1.D below, the disclosure may be in solely
narrative rather than substantially tabular form.
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Calculation of Filing Fee Tables
(Form Type)
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
Security
Type
Security
Class
Title
Fee
Calculation
or Carry
Forward
Rule
Amount
Registered
Proposed
Maximum
Offering
Price Per
Unit
Maximum
Aggregate
Offering
Price
Fee
Rate
Amount of
Registration
Fee
Carry
Forward
Form
Type
Carry
Forward
File
Number
Carry
Forward
Initial
effective
date
Filing Fee
Previously
Paid In
Connection
with
Unsold
Securities
to be
Carried
Forward
X
X
X
X
Newly Registered Securities
Fees to Be
Paid
Fees
Previously
Paid
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
Carry Forward Securities
Carry
Forward
Securities
X
X
X
Total Offering Amounts
X
X
X
X
Total Fees Previously Paid
X
Total Fee Offsets
X
Net Fee Due
X
26 of 38
Table 2: Fee Offset Claims and Sources
Registrant
or Filer
Name
Form or
Filing
Type
File
Number
Initial
Filing
Date
Filing
Date
Fee
Offset
Claimed
Security
Type
Associated
with Fee
Offset
Claimed
Security
Title
Associated
with Fee
Offset
Claimed
Unsold
Securities
Associated
with Fee
Offset
Claimed
Unsold
Aggregate
Offering
Amount
Associated
with Fee
Offset
Claimed
Fee Paid
with Fee
Offset
Source
Rules 457(b) and 0-11(a)(2)
Fees
Offset
Claims
Fees
Offset
Sources
X
X
X
X
X
X
X
X
X
Rule 457(p)
Fee Offset
Claims
X
X
X
Fees
Offset
Sources
X
X
X
X
X
X
X
X
X
X
X
Table 3: Combined Prospectuses
Security Type
Security Class Title
Amount of Securities
Previously Registered
X
X
X
Maximum Aggregate
Offering Price of
Securities Previously
Registered
Form Type
File Number
Initial Effective Date
X
X
X
X
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Instructions to the Calculation of Filing Fee Tables and Related Disclosure
(“Instructions”):
1. General Requirements.
A. Applicable Table Requirements.
The “X” designation indicates the information required to be disclosed, as applicable,
in tabular format. Add as many rows of each table as necessary.
B. Security Types.
i. For securities that are initially being registered, choose a security type
permitted to be registered on this Form from the following list of security types to respond to the
applicable table requirement:
a. Asset-Backed Securities;
b. Debt;
c. Debt Convertible into Equity;
d. Equity;
e. Exchange-Traded Vehicle Securities;
f. Face Amount Certificates;
g. Limited Partnership Interests;
h. Mortgage Backed Securities;
i. Non-Convertible Debt;
j. Other; and
k. Unallocated (Universal) Shelf.
ii. When a table requires both security type and title of each class of securities,
choose a security type from the list in Instruction 1.B.i and provide this information for each
unique combination of security type and title of each class of securities. For example, it would be
appropriate to provide the following on separate lines of Table 1:
Equity
Class A Preferred Shares
Equity
Class B Preferred Shares
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C. Fee Rate.
For the current fee rate, see https://www.sec.gov/ofm/Article/feeamt.html.
D. Maximum Aggregate Amounts and Offering Prices in Connection with PostEffective Amendments.
If required by General Instruction H of this Form, provide in narrative format the
maximum aggregate amount or maximum aggregate offering price of the securities to which the
post-effective amendment relates. With respect to final prospectuses, see Rule 424(g)(2)
(§230.424(g)(2) of this chapter).
E. Explanations.
If not otherwise explained in response to these instructions, disclose specific details
relating to the fee calculation as necessary to clarify the information presented in each table,
including references to the provisions of Rule 457(§230.457 of this chapter) and any other rule
being relied upon. All disclosure these Instructions require that is not specifically required to be
presented in tabular format must appear in narrative format immediately after the table(s) to
which it corresponds except the narrative disclosure referenced in Instruction 1.D must appear
directly beneath the heading of this exhibit if the exhibit does not otherwise require a table.
2. Table 1: Newly Registered and Carry Forward Securities Table and Related Disclosure.
A. Newly Registered Securities.
For securities that are initially being registered on this Form, provide the following
information.
i. Fees to Be Paid and Fees Previously Paid
a. Fees to Be Paid.
Provide the information Table 1 requires under the heading “Newly
Registered Securities” for the line item “Fees to Be Paid” for securities to be registered for which
filing fees have not already been paid in connection with the initial filing of this Form or a preeffective amendment.
b. Fees Previously Paid.
Provide the information Table 1 requires under the heading “Newly
Registered Securities” for the line item “Fees Previously Paid” for securities to be registered for
which filing fees have already been paid in connection with the initial filing of this Form or a
pre-effective amendment.
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ii. Fee Calculation or Carry Forward Rules.
a. Rule 457(a).
chapter), enter “457(a)”.
For a fee calculated as specified in Rule 457(a) (§230.457(a) of this
b. Rule 457(f).
For a fee calculated as specified in Rule 457(f) (§230.457(f) of this
chapter), enter “457(a)”, “457(o)” or “Other”, as applicable. Separately disclose the amount and
value of securities to be received by the registrant or cancelled upon the issuance of securities
registered on this Form, and explain how the value was calculated in accordance with Rule
457(f)(1) and (2), as applicable. The explanation must include the value per share of the
securities to be received by the registrant or cancelled upon the issuance of securities registered
on this Form. Also disclose any amount of cash to be paid by the registrant in connection with
the exchange or other transaction, and any amount of cash to be received by the registrant in
connection with the exchange or other transaction. In accordance with Rule 457(f)(3), to
determine the maximum aggregate offering price for such a transaction, the registrant should
deduct any amount of cash to be paid by the registrant in connection with the exchange or other
transaction from, and add any amount of cash to be received by the registrant in connection with
the exchange or other transaction to, the value of the securities to be received or cancelled as
calculated in accordance with Rule 457(f)(1) and (2), as applicable. Omit from the table the
maximum offering price per unit.
c. Rule 457(o).
If relying on Rule 457(o) under the Securities Act (§230.457(o) of this
chapter) to register securities on this Form by maximum aggregate offering price, enter “457(o)”.
You may omit from any such row the Amount Registered and the Proposed Maximum Offering
Price Per Unit.
d. Other.
If relying on a rule other than Rule 457(a), (f), or (o), enter “Other”.
iii. Other Tabular Information.
a. Provide the following information in the table for each unique
combination of security type and title of each class of securities to be registered as applicable
except as otherwise provided by Instruction 2.A.iii.b:
1. The security type of the class of securities to be registered;
2. The title of the class of securities to be registered;
3. The amount of securities being registered expressed in terms of
the number of securities, proposed maximum offering price per
unit and resulting proposed maximum aggregate offering price,
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or, if the related filing fee is calculated in reliance on Rule
457(o), the proposed maximum aggregate offering price;
4. The fee rate; and
5. The registration fee.
b. When registering two or more classes of securities on this Form to
be offered on a delayed or continuous basis pursuant to §230.415(a)(1)(viii), Rule 457(o) permits
the calculation of the registration fee to be based on the maximum aggregate offering price of all
the newly registered securities listed in Table 1 on a combined basis if the registrant is eligible to
use Form S-3 for a primary offering. In this event, Table 1 must list each of the classes of
securities being registered, in tandem with its security type but may omit the proposed maximum
aggregate offering price for each class. Following that list, Table 1 must list the security type
“Unallocated (Universal) Shelf” and state the maximum aggregate offering price for all of the
classes of securities on a combined basis.
iv. Pre-Effective Amendments.
If a pre-effective amendment is filed to concurrently (i) increase the amount of
securities of one or more registered classes or add one or more new classes of securities; and (ii)
decrease the amount of securities of one or more registered classes, a registrant that did not rely
on Rule 457(o) to calculate the filing fee due for the initial filing or latest pre-effective
amendment to such filing may recalculate the total filing fee due for the registration statement in
its entirety and claim an offset pursuant to Rule 457(b) in the amount of the filing fee previously
paid in connection with the registration statement. This recalculation procedure is not available,
however, if a pre-effective amendment is filed only to increase the amount of securities of one or
more registered classes or add one or more new classes. A pre-effective amendment that uses this
recalculation procedure must include the revised offering amounts as securities to be registered
for which filing fees have not already been paid in connection with the initial filing of this Form
or a pre-effective amendment for purposes of Table 1. If you use this recalculation procedure,
separately disclose that you are using it and expressly reference this Instruction 2.A.iv.
B. Carry Forward Securities.
If relying on Rule 415(a)(6) under the Securities Act (§230.415(a)(6) of this chapter)
to carry forward to this registration statement unsold securities from an earlier registration
statement, enter “415(a)(6)” in the table and provide, in a separate row for each registration
statement from which securities are to be carried forward, and for each unique combination of
security type and title of each class of securities to be carried forward, the following information:
i.
The security type of the class of securities to be carried forward;
ii. The title of the class of securities to be carried forward;
iii. The amount of securities being carried forward expressed in terms of the
number of securities (under the column heading “Amount Registered”) and the amount of the
maximum aggregate offering price, as specified in the fee table of the earlier filing, associated
with those securities (under the column heading “Maximum Aggregate Offering Price”) or, if the
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related filing fee was calculated in reliance on Rule 457(o), the amount of securities carried
forward expressed in terms of the maximum aggregate offering price (under the column heading
“Maximum Aggregate Offering Price”);
iv. The form type, file number, and initial effective date of the earlier registration
statement from which the securities are to be carried forward; and
v. The filing fee previously paid in connection with the registration of the
securities to be carried forward.
C. Totals.
i. Total Offering Amounts.
Provide the sum of the maximum aggregate offering price for both the newly
registered and carry forward securities and the aggregate registration fee for the newly registered
securities.
ii. Total Fees Previously Paid.
Provide the aggregate of registration fees previously paid for the newly
registered securities.
iii. Total Fee Offsets.
Instruction 3.
Provide the aggregate of the fee offsets that are claimed in Table 2 pursuant to
iv. Net Fee Due.
Provide the difference between (a) the aggregate registration fee for the newly
registered securities from the Total Offering Amounts row; and (b) the sum of (i) the aggregate
of registration fees previously paid for the newly registered securities from the Total Fees
Previously Paid row; and (ii) the aggregate fee offsets claimed from the Total Fee Offsets row.
3. Table 2: Fee Offset Claims and Sources.
A. Terminology.
For purposes of this Instruction 3 and Table 2, the term “submission” means any (i)
initial filing of, or amendment (pre-effective or post-effective), to a fee-bearing document; or (ii)
fee-bearing form of prospectus filed under Rule 424 under the Securities Act (§230.424 of this
chapter), in all cases that was accompanied by a contemporaneous fee payment. For purposes of
these instructions to Table 2, a contemporaneous fee payment is the payment of a required fee
that is satisfied through the actual transfer of funds, and does not include any amount of a
required fee satisfied through a claimed fee offset. Instructions 3.B.ii and 3.C.ii require a filer
that claims a fee offset under Rule 457(b) or (p) under the Securities Act (§230.457(b) or (p) of
this chapter) or Rule 0-11(a)(2) under the Exchange Act (§240.0-11(a)(2) of this chapter) to
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identify previous submissions with contemporaneous fee payments that are the original source to
which the fee offsets claimed on this filing can be traced. See Instruction 3.D for an example.
B. Rules 457(b) and 0-11(a)(2).
If relying on Rule 457(b) under the Securities Act (§230.457(b) of this chapter) or
Rule 0-11(a)(2) under the Exchange Act (§240.0-11(a)(2) of this chapter) to offset some or all of
the filing fee due on this registration statement by amounts paid in connection with earlier filings
(other than this Form S-4 unless pursuant to Instruction 2.A.iv) relating to the same transaction,
provide the following information:
i. Fee Offset Claims.
For each earlier filed Securities Act registration statement or Exchange Act
document relating to the same transaction from which a fee offset is being claimed, provide the
information that Table 2 requires under the heading “Rules 457(b) and 0-11(a)(2)” for the line
item “Fee Offset Claims”. The “Fee Offset Claimed” column requires the dollar amount of the
previously paid filing fee to be offset against the currently due fee.
Note to Instruction 3.B.i.
If claiming an offset from a Securities Act registration statement, provide a detailed explanation
of the basis for the claimed offset.
ii. Fee Offset Sources.
With respect to amounts claimed as an offset under Rule 457(b) or Rule 011(a)(2), identify those submissions with contemporaneous fee payments that are the original
source to which those amounts can be traced. For each submission identified, provide the
information that Table 2 requires under the heading “Rules 457(b) and 0-11(a)(2)” for the line
item “Fee Offset Sources”. The “Fee Paid with Fee Offset Source” column requires the dollar
amount of the contemporaneous fee payment made with respect to each identified submission
that is the source of the fee offset claimed pursuant to Rule 457(b) or 0-11(a)(2).
C. Rule 457(p).
If relying on Rule 457(p) under the Securities Act (§230.457(p) of this chapter) to
offset some or all of the filing fee due on this registration statement with the filing fee previously
paid for unsold securities under an earlier filed registration statement, provide the following
information:
i. Fee Offset Claims.
For each such earlier filed registration statement from which the registrant is
claiming a filing fee offset, provide the information Table 2 requires under the heading “Rule
457(p)” for the line item “Fee Offset Claims”. The “Fee Offset Claimed” column requires the
dollar amount of the previously paid filing fee to be offset against the currently due fee.
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Notes to Instruction 3.C.i.
1. Provide a statement that the registrant has either withdrawn each prior registration
statement or has terminated or completed any offering that included the unsold securities
under the prior registration statements.
2. If you were not the registrant under the earlier registration statements, entering
information under the heading “Rule 457(p)” pursuant to Instruction 3.C.i affirms that
you are that registrant’s successor, majority-owned subsidiary, or parent owning more
than 50% of the registrant’s outstanding voting securities eligible to claim a filing fee
offset. See the definitions of “successor” and “majority-owned subsidiary” in Rule 405
under the Securities Act (§230.405 of this chapter).
ii. Fee Offset Sources.
With respect to amounts claimed as an offset under Rule 457(p), identify those
submissions with contemporaneous fee payments that are the original source to which those
amounts can be traced. For each submission identified, provide the information Table 2 requires
under the heading “Rule 457(p)” for the line item “Fee Offset Sources”. The “Fee Paid with Fee
Offset Source” column requires the dollar amount of the contemporaneous fee payment made
with respect to each identified submission that is the source of the fee offset claimed pursuant to
Rule 457(p).
D. Fee Offset Source Submission Identification Example.
A filer:
• Initially files a registration statement on Form S-1 on 1/15/20X1 (assigned file
number 333-123456) with a fee payment of $10,000;
• Files pre-effective amendment number 1 to the Form S-1 (333-123456) on
2/15/20X1 with a fee payment of $15,000 and the registration statement goes effective on
2/20/20X1;
• Initially files a registration statement on Form S-1 on 1/15/20X4 (assigned file
number 333-123467) with a fee payment of $25,000 and relies on Rule 457(p) to claim an offset
of $10,000 related to the unsold securities registered on the previously filed Form S-1 (333123456) and apply it to the $35,000 filing fee due and the registration statement goes effective
on 2/15/20X4.
• Initially files a registration statement on Form S-1 (assigned file number 333123478) on 1/15/20X7 with a fee payment of $15,000 and relies on Rule 457(p) to claim an
offset of $30,000 related to the unsold securities registered on the most recently effective Form
S-1 (333-123467) filed on 1/15/20X4 and apply it to the $45,000 filing fee due.
For the registration statement on Form S-1 with file number 333-123478 filed on 1/15/20X7, the
filer can satisfy the submission identification requirement when it claims the $30,000 fee offset
from the Form S-1 (333-123467) filed on 1/15/20X4 by referencing any combination of the
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Form S-1 (333-123467) filed on 1/15/20X4, the pre-effective amendment to the Form S-1 (333123456) filed on 2/15/20X1 or the initial filing of the Form S-1 (333-123456) on 1/15/20X1 in
relation to which contemporaneous fee payments were made equal to $30,000.
One example could be:
• the Form S-1 (333-123467) filed on 1/15/20X4 in relation to the payment of
$25,000 made with that submission; and
• the pre-effective amendment to the Form S-1 (333-123456) filed on 2/15/20X1 in
relation to the payment of $5,000 out of the payment of $15,000 made with that submission (it
would not matter if the filer cited to this pre-effective amendment and/or the initial submission of
this Form S-1 (333-123456) on 1/15/20X1 as long as singly or together they were cited as
relating to a total of $5,000 in this example).
In this example, the filer could not satisfy the submission identification requirement solely
by citing to the Form S-1 (333-123467) filed on 1/15/20X4 because even though the offset
claimed and available from that filing was $30,000, the contemporaneous fee payment made
with that filing ($25,000) was less than the offset being claimed. As a result, the filer must also
identify a prior submission or submissions with an aggregate of contemporaneous fee payment(s)
of $5,000 as the original source(s) to which the rest of the claimed offset can be traced.
4. Table 3: Combined Prospectuses.
If this Form includes a combined prospectus pursuant to Rule 429 under the Securities Act
of 1933 (§230.429 of this chapter), provide the information that Table 3 requires for each earlier
effective registration statement that registered securities that may be offered and sold using the
combined prospectus. Include a separate row for each unique combination of security type and
title of each class of those securities. The amount of securities previously registered that may be
offered and sold using the combined prospectus, must be expressed in terms of the number of
securities (under column heading “Amount of Securities Previously Registered”), or, if the
related filing fee was calculated in reliance on Rule 457(o), must be expressed in terms of the
maximum aggregate offering price (under column heading “Maximum Aggregate Offering Price
of Securities Previously Registered”).
Note to Instruction 4.
Table 1 should not include the securities registered on an earlier effective registration
statement that may be offered and sold using the combined prospectus under Rule 429.
Item 22. Undertakings.
(a) Furnish the undertakings required by Item 512 of Regulation S-K (§229.512 of this
chapter).
(b) Furnish the following undertaking:
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The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to Items
4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request,
and to send the incorporated documents by first class mail or other equally prompt
means. This includes information contained in documents filed subsequent to the
effective date of the registration statement through the date of responding to the
request.
(c) Furnish the following undertaking:
The undersigned registrant hereby undertakes to supply by means of a posteffective amendment all information concerning a transaction, and the company
being acquired involved therein, that was not the subject of and included in the
registration statement when it became effective.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of
on
, State of
, 20
,
.
(Registrant)
By
(Signature and Title)
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been
signed by the following persons in the capacities and on the dates indicated.
(Signature)
(Title)
(Date)
Instructions.
1. The registration statement must be signed by the registrant, its principal executive officer or
officers, its principal financial officer, its controller or principal accounting officer, and by
at least a majority of the board of directors or persons performing similar functions. If the
registrant is a foreign person, the registration statement must also be signed by its authorized
representative in the United States. Where the registrant is a limited partnership, the
registration statement must be signed by a majority of the board of directors of any
corporate general partner signing the registration statement. If the securities to be registered
on this Form will be issued by a special purpose acquisition company, as such term is
defined in Item 1601 of Regulation S-K, or another shell company in connection with a deSPAC transaction, as such term is defined in Item 1601 of Regulation S-K, the term
“registrant” for purposes of this instruction and the Signatures section of this form also
includes the target company, as such term is defined in Item 1601 of Regulation S-K, except
that in connection with any de-SPAC transaction involving the purchase of assets or a
business, with respect to the purchase of assets or a business, the term “registrant” also
includes the seller of the business or assets.
2. The name of each person who signs the registration statement shall be typed or printed
beneath his signature. Any person who occupies more than one of the specified positions
shall indicate each capacity in which he signs the registration statement. Attention is
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directed to Rule 402 (§230.402 of his chapter) concerning manual signatures and Item 601
concerning signatures pursuant to powers of attorney.
3. If the securities to be offered are those of a corporation not yet in existence at the time the
registration statement is filed which will be a party to a consolidation involving two or more
existing corporations, then each such existing corporation shall be deemed a registrant and
shall be so designated on the cover page of this Form, and the registration statement shall be
signed by each such existing corporation and by the officers and directors of each such
existing corporation as if each such existing corporation were the registrant.
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| File Type | application/pdf |
| File Title | Form S-4 |
| Subject | form, s-4, registration, statement, securities act, 1933, charter |
| Author | U.S. Securities and Exchange Commission |
| File Modified | 2024-07-16 |
| File Created | 2024-07-10 |