Prospectus Delivery

After effectiveness, the final-prospectus delivery duty kicks in. Two parallel rule sets govern it: an electronic-access mechanism that satisfies the duty for the broker selling into the offering, and a dealer-delivery clock that requires physical delivery in narrow cases.

Access Equals Delivery

The access-equals-delivery framework is the primary mechanism for satisfying the final-prospectus delivery duty in modern offerings.

• The final-prospectus delivery obligation is satisfied by filing the final prospectus with the SEC on EDGAR (the SEC's electronic-filing system), which makes the prospectus publicly available in real time
• A broker-dealer selling in a registered offering does not need to physically deliver the final prospectus to the customer if the registration statement is effective and the final prospectus is filed
• Customers can access the final prospectus through EDGAR or other public-facing channels

The rule reflects the reality that EDGAR makes every registered prospectus globally available the moment it is filed. Physical-delivery requirements would add cost and friction without adding investor protection.

Exam Tip: Gotchas

• Access-equals-delivery covers the FINAL prospectus, not the preliminary prospectus. The 48-hour rule (covered below) still requires affirmative delivery of the preliminary prospectus in IPOs.
• The mechanism is anchored to FILING on EDGAR, not to effectiveness. A broker who confirms a sale before the final prospectus is filed has not satisfied the delivery duty even if effectiveness is in hand.

Dealer Prospectus Delivery (Dealer Window)

The dealer-delivery clock describes a window of time after the offering during which dealers selling the registered security in the secondary market must deliver a prospectus. The window varies by the issuer's reporting status and listing.

The longer windows for non-reporting and OTC issuers reflect the smaller information base available to secondary-market investors. A non-reporting issuer's IPO is a new disclosure event for the market; secondary-market buyers need access to the prospectus longer.

Exam Tip: Gotchas

• The dealer-delivery clock starts only when the issuer is NOT a reporting company. If the issuer was already reporting at the time of filing, no dealer delivery is required at all.
• National-exchange listing shortens the window. A non-reporting issuer whose IPO lists on Nasdaq or NYSE gets the 25-day window; a non-reporting issuer that goes public OTC gets the 40-day or 90-day window depending on whether the deal is a first IPO or a follow-on.

Acceleration and Distribution of Preliminary Prospectus

The SEC's decision to accelerate effectiveness depends on a finding that underwriters and dealers have taken reasonable steps to make information conveniently available to investors.

• The Commission considers whether the underwriters and dealers expected to participate in the offering have taken reasonable steps to make the preliminary prospectus available
• The standard is tied to broker-dealer compliance with the affirmative-delivery rule for the preliminary prospectus (the 48-hour rule, below)

In practice, the managing underwriter coordinates with the syndicate desk and the printer to push preliminary prospectuses to selling dealers and to institutional accounts so that the SEC's reasonable-steps finding is supported when the deal team requests acceleration.

Exam Tip: Gotchas

• Acceleration is not automatic. The deal team requests acceleration; the SEC grants it after looking at the broader picture, including whether reasonable steps have been taken to distribute the preliminary prospectus.

48-Hour Rule for Preliminary Prospectus

The 48-hour rule is the affirmative-delivery requirement for the preliminary prospectus in IPOs.

• A broker-dealer must send a preliminary prospectus to a customer at least 48 hours before sending a confirmation of sale in an initial public offering
• The managing underwriter must ensure participating broker-dealers have sufficient copies of the preliminary or final prospectus
• Electronic delivery is permitted with broker-dealer consent

The rule gives the IPO buyer a real window to review the disclosure before the trade is confirmed. Without it, a customer could in theory receive a confirmation of sale with the prospectus tucked in the envelope, defeating the purpose of mandatory disclosure.

Exam Tip: Gotchas

• Access-equals-delivery DOES NOT eliminate the 48-hour preliminary-prospectus rule for IPOs. The final-prospectus delivery duty is satisfied by EDGAR filing; the preliminary-prospectus delivery duty is satisfied only by sending the preliminary prospectus to the customer at least 48 hours before confirming the sale.
• The 48-hour rule applies to IPOs, not to all offerings. Follow-on offerings of issuers that already have a public market do not trigger it. The rule's purpose is to give first-time buyers a real review window.

"Preceded by a Prospectus" for Business Combinations

A specialized delivery rule defines when a security has been preceded by a prospectus for transactions requiring shareholder approval (such as business-combination votes).

• Defines the moment at which delivery is deemed satisfied for purposes of the prospectus-delivery duty in shareholder-vote contexts
• Tied to the broader prospectus-delivery framework but specific to transactions involving a shareholder vote, including merger consideration paid in registered securities

Exam Tip: Gotchas

• The "preceded by a prospectus" rule is the M&A-vote analogue of access-equals-delivery. It defines when the prospectus has been "delivered" in the context of a shareholder vote on a business combination.

Filing Categories for the Final Prospectus

The prospectus-filing categories match each kind of post-effective prospectus to a filing deadline. (Substantive content of each prospectus type is covered in the forms-of-prospectus section.) Categories include:

• A pricing-supplement category for non-shelf offerings (typically IPOs), filed within 2 business days of pricing or first use
• A shelf primary-offering supplement category
• A substantive-change sticker / supplement category, triggered by a material change since the last filed prospectus
• A combined-purpose supplement category that serves both the pricing and the substantive-change roles
• A shelf-supplement category for adding or updating material information
• A WKSI selling-securityholder category for adding selling-securityholder names to a base prospectus

Exam Tip: Gotchas

• Pricing supplements for non-shelf offerings must be filed within 2 business days. Missing the deadline can compromise the effectiveness of the registration statement for that offering.
• Each shelf takedown requires the appropriate supplement category. The shelf itself is already effective; the supplement adds the takedown-specific terms under the category that fits the filing.

Financial-Statement Freshness on Shelf Takedowns

When a prospectus is used more than 9 months after the effective date, the financial statements in the prospectus must be dated not more than 16 months before use.

This rule prevents stale financials from being used to support late-stage takedowns. A 3-year shelf that goes nine months without a takedown will need updated financials before the next supplement can be filed.

Exam Tip: Gotchas

• Nine months after effective, financial statements must be no more than 16 months old at use. Easy to miss because the 9-month / 16-month combination is unintuitive.