Prospectus Delivery

What this video covers

• The three conditions for access-equals-delivery (effective registration, final prospectus filed on EDGAR or good-faith effort, no pending stop order) and why this shortcut applies only to the final prospectus, not the preliminary prospectus
• The dealer-delivery clock periods: zero days for reporting issuers, 25 days for listed non-reporting issuers, 40 days for over-the-counter (OTC) follow-ons, and 90 days for a first OTC offering
• The blank-check company exception where access-equals-delivery fails and physical delivery remains mandatory until 90 days after escrow release
• The 48-hour rule for preliminary prospectus delivery to previously non-reporting issuers, and what counts as evidence of delivery beyond mere consent
• The SEC's acceleration gate: reasonable steps to distribute the preliminary prospectus before the SEC will grant effectiveness acceleration
• Filing deadlines for prospectus supplements: two business days for standard pricing supplements versus five business days for substantive change stickers
• The stale-shelf rule: prospectus used more than nine months after effectiveness requires financial statements dated no more than 16 months before use