Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-263123), including any related preliminary prospectus, for the registration of the Public Securities under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such form, have been satisfied in all material respects. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations filed with the Commission pursuant to Rule 424 of the Regulations) is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, as used in the Act, means 4:30 P.M., New York City time, on the date of this Agreement and the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [●], 2022, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole. If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b) under the Securities Act registering the additional Units (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered under the Securities Act with the filing of such Rule 462(b)
Appears in 3 contracts
Samples: Underwriting Agreement (Denali Capital Acquisition Corp.), Underwriting Agreement (Denali Capital Acquisition Corp.), Underwriting Agreement (Denali Capital Acquisition Corp.)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 S-l (File No. 333-263123255596), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Public Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 S-l to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 4:30 P.M., 5:00 p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on April 29, 2021, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [●], 2022, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the additional Units securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement orand, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 3 contracts
Samples: Underwriting Agreement (Firemark Global Capital, Inc.), Underwriting Agreement (Firemark Global Capital, Inc.), Underwriting Agreement (Firemark Global Capital, Inc.)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-263123240283), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Public Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 4:30 P.M., 5:00 p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on August 3, 2020, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [●], 2022, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the additional Units securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement orand, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 3 contracts
Samples: Underwriting Agreement (HighCape Capital Acquisition Corp.), Underwriting Agreement (HighCape Capital Acquisition Corp.), Underwriting Agreement (HighCape Capital Acquisition Corp.)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 F-1 (File No. 333-263123333- 173575), including any related preliminary prospectusprospectus (the “Preliminary Prospectus”, including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Public Securities under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 F-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations filed with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, as used in the Act, means 4:30 P.M.5:00 p.m., New York City time, on the date of this Agreement and the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [●], 2022, relating Agreement. Prior to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale informationSale, if anythe Company prepared preliminary prospectuses, set forth on Schedule B heretodated __________, taken as a whole2012, for distribution by the Underwriters (together the “Statutory Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b) under the Securities Act registering the additional Units Securities of any type (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered under the Securities Act with the filing of such Rule 462(b)
Appears in 3 contracts
Samples: Underwriting Agreement (Infinity Cross Border Acquisition Corp), Underwriting Agreement (Infinity Cross Border Acquisition Corp), Underwriting Agreement (Infinity Cross Border Acquisition Corp)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an any amendment or amendments thereto, on Form S-1 (File No. 333-263123280986), including any related preliminary prospectusprospectus (the “Preliminary Prospectus”, including any prospectus that is included in the registration statement immediately prior to the effectiveness of the registration statement), for the registration of the Public Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respects. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (became effective, including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, Applicable Time,” as used in the Act, means 4:30 P.M., 5:00 p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Applicable Time, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on July 24, 2024, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Applicable Time, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [●], 2022, relating to the Offering (the “Preliminary Statutory Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole. If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b) under the Securities Act registering the additional Units (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) the Registration Statement, which, if filed, becomes effective upon filingtogether with any correspondence letters between the Company and/or counsel for the Company and the Commission, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities have been or will be registered for public sale under the Act pursuant to the Registration Statement or, if any Rule 462(b) Statement. The Registration Statement is filedhas been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative determines that, at the Applicable Time, the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and the Company and the Representative agree to provide an opportunity to purchasers of the Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be duly registered under deemed to include any additional information available to purchasers at the Securities Act with time of entry into the filing of first such Rule 462(b)new purchase contract.
Appears in 3 contracts
Samples: Underwriting Agreement (Shepherd Ave Capital Acquisition Corp), Underwriting Agreement (Shepherd Ave Capital Acquisition Corp), Underwriting Agreement (Shepherd Ave Capital Acquisition Corp)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-263123264221), including any related preliminary prospectus, for the registration of the Public Securities under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such form, have been satisfied in all material respects. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations filed with the Commission pursuant to Rule 424 of the Regulations) is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, as used in the Act, means 4:30 P.M., New York City time, on the date of this Agreement and the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [●], 2022, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole. If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b) under the Securities Act registering the additional Units (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered under the Securities Act with the filing of such Rule 462(b)
Appears in 3 contracts
Samples: Underwriting Agreement (Feutune Light Acquisition Corp), Underwriting Agreement (Feutune Light Acquisition Corp), Underwriting Agreement (Feutune Light Acquisition Corp)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-263123220733), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Public Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 4:30 P.M., 5:00 p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on ________, 2017, for distribution by the Underwriter (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [●], 2022, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the additional Units securities of any type or an amendment to a Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 3 contracts
Samples: Underwriting Agreement (Haymaker Acquisition Corp.), Underwriting Agreement (Haymaker Acquisition Corp.), Underwriting Agreement (Haymaker Acquisition Corp.)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, thereto on Form S-1 (File No. 333-263123142255), including any related preliminary prospectusPreliminary Prospectus, for the registration of the Public Securities under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions general instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to paragraph (b) of Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations filed with the Commission pursuant to Rule 424 424(b) of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means [4:30 P.M., p.m.] New York City time, on the date of this Agreement and Agreement. Prior to the “Time of Sale Prospectus” shall mean (i) Sale, the Preliminary Prospectus Company prepared a preliminary prospectus, dated [●]October 16, 20222007, relating to for distribution by the Offering Underwriters (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b) under the Securities Act registering the additional Units (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered under the Securities Act with the filing of such Rule 462(b)required
Appears in 3 contracts
Samples: Underwriting Agreement (2020 ChinaCap Acquirco, Inc.), Underwriting Agreement (2020 ChinaCap Acquirco, Inc.), Underwriting Agreement (2020 ChinaCap Acquirco, Inc.)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 S-l (File No. 333-263123255595), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Public Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 S-l to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 4:30 P.M., 5:00 p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on April 29, 2021, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [●], 2022, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the additional Units securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement orand, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 3 contracts
Samples: Underwriting Agreement (TechStackery, Inc.), Underwriting Agreement (TechStackery, Inc.), Underwriting Agreement (TechStackery, Inc.)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-263123253390), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Public Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 4:30 P.M., 5:00 p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on February 22, 2021, for distribution by the Underwriter (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [●], 2022, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b) under the Securities Act registering the additional Units (a “Rule 462(b) Registration Statement”), then, unless Unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such any Registration Statement filed pursuant to Rule 462(b) under the Act registering additional securities (a “Rule 462(b) Registration Statement”). Other than a the Rule 462(b) Registration Statement, which, if filed, becomes effective upon filingStatement and the Form 8-A registration statement referred to below in Section 2.1.2, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement or, if any and the Rule 462(b) Registration Statement. The Registration Statement is filedhas been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative determines that at the Time of Sale, the Sale Preliminary Prospectus includes an untrue statement of a material fact or omits a statement of material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and the Company and the Representative agree to provide an opportunity to purchasers of the Units to terminate their old purchase contracts and enter into new purchase contracts, then the Sale Preliminary Prospectus will be duly registered under deemed to include any additional information available to purchasers at the Securities Act with time of entry into the filing of first such Rule 462(b)new purchase contract.
Appears in 2 contracts
Samples: Underwriting Agreement (GX Acquisition Corp. II), Underwriting Agreement (GX Acquisition Corp. II)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-263123252413), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Public Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 4:30 P.M., [ ] p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on January 25, 2021, for distribution by the Underwriter (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [●], 2022, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b) under the Securities Act registering the additional Units (a “Rule 462(b) Registration Statement”), then, unless Unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such any Registration Statement filed pursuant to Rule 462(b) under the Act registering additional securities (a “Rule 462(b) Registration Statement”). Other than a the Rule 462(b) Registration Statement, which, if filed, becomes effective upon filingStatement and the Form 8-A registration statement referred to below in Section 2.1.2, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement or, if any and the Rule 462(b) Registration Statement. The Registration Statement is filedhas been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative determines that at the Time of Sale, the Sale Preliminary Prospectus includes an untrue statement of a material fact or omits a statement of material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and the Company and the Representative agree to provide an opportunity to purchasers of the Units to terminate their old purchase contracts and enter into new purchase contracts, then the Sale Preliminary Prospectus will be duly registered under deemed to include any additional information available to purchasers at the Securities Act with time of entry into the filing of first such Rule 462(b)new purchase contract.
Appears in 2 contracts
Samples: Underwriting Agreement (Tribe Capital Growth Corp I), Underwriting Agreement (Tribe Capital Growth Corp I)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-263123233449), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Public Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 4:30 P.M., 5:00 p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on September 5, 2019, for distribution by the Underwriter (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [●], 2022, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the additional Units securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a the Rule 462(b) Registration Statement, which, if filed, becomes which became effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly dully registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 2 contracts
Samples: Underwriting Agreement (New Providence Acquisition Corp.), Underwriting Agreement (New Providence Acquisition Corp.)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-263123239836), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Public Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 4:30 P.M., 5:00 p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on July 13, 2020, for distribution by the Underwriter (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [●], 2022, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the additional Units securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement orand, if any Rule 462(b) Registration Statement is filed, will be duly registered under the Securities Act with the filing of such Rule 462(b)) Registration Statement. The Registration Statement has been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representatives determine that at the Time of Sale, the Sale Preliminary Prospectus includes an untrue statement of a material fact or omits a statement of material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and the Company and the Representatives agree to provide an opportunity to purchasers of the Units to terminate their old purchase contracts and enter into new purchase contracts, then the Sale Preliminary Prospectus will be deemed to include any additional information available to purchasers at the time of entry into the first such new purchase contract.
Appears in 2 contracts
Samples: Underwriting Agreement (E.Merge Technology Acquisition Corp.), Underwriting Agreement (E.Merge Technology Acquisition Corp.)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-263123256511), including any related preliminary prospectus, for the registration of the Public Securities under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such form, have been satisfied in all material respects. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations filed with the Commission pursuant to Rule 424 of the Regulations) is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, as used in the Act, means 4:30 P.M., New York City time, on the date of this Agreement and the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [●], 20222021, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole. If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b) under the Securities Act registering the additional Units (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered under the Securities Act with the filing of such Rule 462(b)
Appears in 2 contracts
Samples: Underwriting Agreement (Fortune Rise Acquisition Corp), Underwriting Agreement (Fortune Rise Acquisition Corp)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-263123251682), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Public Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 4:30 P.M., 5:00 p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on [December 23], 2020, for distribution by the Underwriter (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [●], 2022, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b) under the Securities Act registering the additional Units (a “Rule 462(b) Registration Statement”), then, unless Unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such any Registration Statement filed pursuant to Rule 462(b) under the Act registering additional securities (a “Rule 462(b) Registration Statement”). Other than a the Rule 462(b) Registration Statement, which, if filed, becomes effective upon filingStatement and the Form 8-A registration statement referred to below in Section 2.1.2, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement or, if any and the Rule 462(b) Registration Statement. The Registration Statement is filedhas been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative determines that at the Time of Sale, the Sale Preliminary Prospectus includes an untrue statement of a material fact or omits a statement of material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and the Company and the Representative agree to provide an opportunity to purchasers of the Units to terminate their old purchase contracts and enter into new purchase contracts, then the Sale Preliminary Prospectus will be duly registered under deemed to include any additional information available to purchasers at the Securities Act with time of entry into the filing of first such Rule 462(b)new purchase contract.
Appears in 2 contracts
Samples: Underwriting Agreement (26 Capital Acquisition Corp.), Underwriting Agreement (26 Capital Acquisition Corp.)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 S-l (File No. 333-263123333-[•]), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Public Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 S-l to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 4:30 P.M., 5:00 p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on [•], 2021, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [●], 2022, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the additional Units securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement orand, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 2 contracts
Samples: Underwriting Agreement (Aldel Financial Inc.), Underwriting Agreement (Aldel Financial Inc.)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-263123258997), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Public Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 4:30 P.M., 4:00 p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on [ ], 2021, for distribution by the Underwriter (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [●], 2022, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the additional Units securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a the Rule 462(b) Registration Statement, which, if filed, which becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered under the Securities Act with the filing of such Rule 462(b)Public
Appears in 2 contracts
Samples: Underwriting Agreement (Direct Selling Acquisition Corp.), Underwriting Agreement (Direct Selling Acquisition Corp.)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-263123280283), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement, for the registration of the Public Securities under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 4:30 P.M., 5:00 p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on [ ], 2024, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [●], 2022, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the additional Units securities of any type or an amendment to such Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement orand, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 2 contracts
Samples: Underwriting Agreement (HCM II Acquisition Corp.), Underwriting Agreement (HCM II Acquisition Corp.)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-263123333-[ ]), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement, for the registration of the Public Securities under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 4:30 P.M., 5:00 p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on [ ], 2024, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [●], 2022, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the additional Units securities of any type or an amendment to such Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement orand, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 2 contracts
Samples: Underwriting Agreement (Cohen Circle Acquisition Corp. I), Underwriting Agreement (Centurion Acquisition Corp.)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-263123249071), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Public Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 4:30 P.M., 5:00 p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on [ ], 2020, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [●], 2022, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the additional Units securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered under the Securities Act with the filing of such Rule 462(b)for public
Appears in 2 contracts
Samples: Underwriting Agreement (Altitude Acquisition Corp.), Underwriting Agreement (Altitude Acquisition Corp.)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-263123255116), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Public Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 4:30 P.M., 5:00 p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on April 7, 2021, for distribution by the Underwriter (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [●], 2022, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b) under the Securities Act registering the additional Units (a “Rule 462(b) Registration Statement”), then, unless Unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such any Registration Statement filed pursuant to Rule 462(b) under the Act registering additional securities (a “Rule 462(b) Registration Statement”). Other than a the Rule 462(b) Registration Statement, which, if filed, becomes effective upon filingStatement and the Form 8-A registration statement referred to below in Section 2.1.2, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement or, if any and the Rule 462(b) Registration Statement. The Registration Statement is filedhas been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representatives determine that at the Time of Sale, the Sale Preliminary Prospectus includes an untrue statement of a material fact or omits a statement of material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and the Company and the Representatives agree to provide an opportunity to purchasers of the Units to terminate their old purchase contracts and enter into new purchase contracts, then the Sale Preliminary Prospectus will be duly registered under deemed to include any additional information available to purchasers at the Securities Act with time of entry into the filing of first such Rule 462(b)new purchase contract.
Appears in 2 contracts
Samples: Underwriting Agreement (Riverview Acquisition Corp.), Underwriting Agreement (Riverview Acquisition Corp.)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-263123236798), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Public Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 4:30 P.M., 5:00 p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on [_______], 2020, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [●], 2022, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the additional Units securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement orand, if any Rule 462(b) Registration Statement is filed, will be duly registered under the Securities Act with the filing of such Rule 462(b)) Registration Statement. The Registration Statement has been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative determines that at the Time of Sale, the Sale Preliminary Prospectus includes an untrue statement of a material fact or omits a statement of material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and the Company and the Representative agree to provide an opportunity to purchasers of the Units to terminate their old purchase contracts and enter into new purchase contracts, then the Sale Preliminary Prospectus will be deemed to include any additional information available to purchasers at the time of entry into the first such new purchase contract.
Appears in 2 contracts
Samples: Underwriting Agreement (Collective Growth Corp), Underwriting Agreement (Collective Growth Corp)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an any amendment or amendments thereto, on Form S-1 (File No. 333-263123277780), including any related preliminary prospectusprospectus (the “Preliminary Prospectus”, including any prospectus that is included in the registration statement immediately prior to the effectiveness of the registration statement), for the registration of the Public Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respects. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (became effective, including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, Applicable Time,” as used in the Act, means 4:30 P.M., 5:00 p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Applicable Time, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on [__________], 2024, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Applicable Time, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [●], 2022, relating to the Offering (the “Preliminary Statutory Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole. If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b) under the Securities Act registering the additional Units (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) the Registration Statement, which, if filed, becomes effective upon filingtogether with any correspondence letters between the Company and/or counsel for the Company and the Commission, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities have been or will be registered for public sale under the Act pursuant to the Registration Statement or, if any Rule 462(b) Statement. The Registration Statement is filedhas been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative determines that, at the Applicable Time, the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and the Company and the Representative agree to provide an opportunity to purchasers of the Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be duly registered under deemed to include any additional information available to purchasers at the Securities Act with time of entry into the filing of first such Rule 462(b)new purchase contract.
Appears in 2 contracts
Samples: Underwriting Agreement (Eureka Acquisition Corp), Underwriting Agreement (Eureka Acquisition Corp)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-263123252671), including any related preliminary prospectusprospectus or prospectuses, including those that omitted information pursuant to Rule 430A, for the registration of the Public Securities under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects in conformity with the requirements of the Act, Act and the rules and regulations of the Commission under the Act (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such form, have been satisfied in all material respects). Except as the context may otherwise require, such registration statement, as amended, statement on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein by reference pursuant to Item 12 of Form S-1 and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement pursuant to paragraph (or, if applicable, the form b) of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations and any registration statement filed with the Commission pursuant to Rule 424 462(b)) is referred to herein as the “Registration Statement.” As used herein, the term “Preliminary Prospectus” shall mean the preliminary prospectus dated [_________], 2021 made part of the Regulations) Registration Statement. The final prospectus in the form first furnished to the Underwriters for use in the Offering is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, as used in The Registration Statement has been declared effective by the Act, means 4:30 P.M., New York City time, Commission on the date of this Agreement hereof. “Applicable Time” means 5:00 p.m. on the Effective Date or such other time as agreed to in writing by the Company and the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [●], 2022, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole. If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b) under the Securities Act registering the additional Units (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered under the Securities Act with the filing of such Rule 462(b)Representative.
Appears in 2 contracts
Samples: Underwriting Agreement (Movano Inc.), Underwriting Agreement (Movano Inc.)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-263123253479), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Public Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 4:30 P.M., 5:00 p.m. New York City time, on the date of this Agreement and the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [●], 2022, relating Agreement. Prior to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale informationSale, if any, set forth on Schedule B hereto, taken as a whole. If the Company has filedprepared a Preliminary Prospectus, or is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b) under the Securities Act registering the additional Units (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to which was included in the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered under the Act pursuant to the Registration Statement oron [ ], if any Rule 462(b) Registration Statement is filed2021, will be duly registered under the Securities Act with the filing of such Rule 462(b)for distribution by the
Appears in 2 contracts
Samples: Underwriting Agreement (Sierra Lake Acquisition Corp.), Underwriting Agreement (Sierra Lake Acquisition Corp.)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-263123252918), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Public Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 4:30 P.M., 5:00 p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on February 9, 2021, for distribution by the Underwriter (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [●], 2022, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b) under the Securities Act registering the additional Units (a “Rule 462(b) Registration Statement”), then, unless Unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such any Registration Statement filed pursuant to Rule 462(b) under the Act registering additional securities (a “Rule 462(b) Registration Statement”). Other than a the Rule 462(b) Registration Statement, which, if filed, becomes effective upon filingStatement and the Form 8-A registration statement referred to below in Section 2.1.2, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement or, if any and the Rule 462(b) Registration Statement. The Registration Statement is filedhas been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative determines that at the Time of Sale, the Sale Preliminary Prospectus includes an untrue statement of a material fact or omits a statement of material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and the Company and the Representative agree to provide an opportunity to purchasers of the Units to terminate their old purchase contracts and enter into new purchase contracts, then the Sale Preliminary Prospectus will be duly registered under deemed to include any additional information available to purchasers at the Securities Act with time of entry into the filing of first such Rule 462(b)new purchase contract.
Appears in 2 contracts
Samples: Underwriting Agreement (Mission Advancement Corp.), Underwriting Agreement (Mission Advancement Corp.)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 S-l (File No. 333-263123255592), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Public Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 S-l to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 4:30 P.M., 5:00 p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on April 29, 2021, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [●], 2022, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the additional Units securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement orand, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 2 contracts
Samples: Underwriting Agreement (Vital Human Capital, Inc.), Underwriting Agreement (Vital Human Capital, Inc.)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “"Commission”") a registration statement and an amendment or amendments thereto, on Form S-1 F-1 (File No. 333-263123134458), including any related preliminary prospectusprospectus (the "Preliminary Prospectus"), for the registration of the Public Securities under the Securities Act of 1933, as amended (the “"Act”"), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “"Regulations”") of the Commission under the Act. The conditions for use of Form S-1 F-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the any prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “"Registration Statement,” " and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at filed by the time of effectiveness by Rule 430A of the Regulations filed Company with the Commission pursuant to Rule 424 424(b) at or after the time of effectiveness as allowed under Rule 430A of the Regulations) ), is hereinafter called the “"Prospectus.” " For purposes of this Agreement, “"Time of Sale”", as used in the Act, means [4:30 P.M., p.m.] New York City time, on the date of this Agreement and the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [●], 2022, relating Agreement. Prior to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale, the Company prepared a preliminary prospectus, dated _______, 2006, for distribution by the Underwriters (the "Sale information, if any, set forth on Schedule B hereto, taken as a wholePreliminary Prospectus"). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b) under the Securities Act registering the additional Units Securities of any type (a “"Rule 462(b) Registration Statement”"), then, unless otherwise specified, any reference herein to the term “"Registration Statement” " shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 2 contracts
Samples: Underwriting Agreement (ChinaGrowth South Acquisition CORP), Underwriting Agreement (ChinaGrowth North Acquisition CORP)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, thereto on Form S-1 (File No. 333-263123142255), including any related preliminary prospectusPreliminary Prospectus, for the registration of the Public Securities under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions general instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to paragraph (b) of Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations filed with the Commission pursuant to Rule 424 424(b) of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means [4:30 P.M., p.m.] New York City time, on the date of this Agreement and Agreement. Prior to the “Time of Sale Prospectus” shall mean (i) Sale, the Preliminary Prospectus Company prepared a preliminary prospectus, dated [●], 20222007, relating to for distribution by the Offering Underwriters (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b) under the Securities Act registering the additional Units (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered under the Securities Act with the filing of such Rule 462(b)required
Appears in 2 contracts
Samples: Underwriting Agreement (2020 ChinaCap Acquirco, Inc.), Underwriting Agreement (2020 ChinaCap Acquirco, Inc.)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-263123227300), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Public Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 4:30 P.M., 5:00 p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on September 12, 2018, for distribution by the Underwriter (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [●], 2022, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the The Company has filed, or is required pursuant to the terms hereof to file, filed a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the additional Units securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified. Accordingly, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a the Rule 462(b) Registration Statement, which, if filed, becomes which became effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement or, if any and the Rule 462(b) Registration Statement. The Registration Statement is filedhas been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative determines that at the Time of Sale, the Sale Preliminary Prospectus includes an untrue statement of a material fact or omits a statement of material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and the Company and the Representative agree to provide an opportunity to purchasers of the Units to terminate their old purchase contracts and enter into new purchase contracts, then the Sale Preliminary Prospectus will be duly registered under deemed to include any additional information available to purchasers at the Securities Act with time of entry into the filing of first such Rule 462(b)new purchase contract.
Appears in 2 contracts
Samples: Underwriting Agreement (ChaSerg Technology Acquisition Corp), Underwriting Agreement (ChaSerg Technology Acquisition Corp)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-263123333- 248664), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Public Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 4:30 P.M., 5:00 p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on September [ ], 2020, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [●], 2022, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the additional Units securities of any type or an amendment to a Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, together with any correspondence between the Company and/or counsel for the Company and the Commission no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 2 contracts
Samples: Underwriting Agreement (FinTech Acquisition Corp. IV), Underwriting Agreement (FinTech Acquisition Corp. IV)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-263123333- 269923), including any related preliminary prospectus, for the registration of the Public Securities under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such form, have been satisfied in all material respects. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations filed with the Commission pursuant to Rule 424 of the Regulations) is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, as used in the Act, means 4:30 P.M., New York City time, on the date of this Agreement and the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [●], 20222023, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole. If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b) under the Securities Act registering the additional Units (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered under the Securities Act with the filing of such Rule 462(b)
Appears in 2 contracts
Samples: Underwriting Agreement (99 Acquisition Group Inc.), Underwriting Agreement (99 Acquisition Group Inc.)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “"Commission”") a registration statement Registration Statement and an amendment or amendments thereto, on Form S-1 (File No. 333-263123143466), including any related preliminary prospectusProspectus (the "Preliminary Prospectus"), for the registration of the Public Securities under the Securities Act of 1933, as amended (the “"Act”"), which registration statement Registration Statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “"Regulations”") of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statementRegistration Statement, as amended, on file with the Commission at the time the registration statement Registration Statement becomes effective (including the prospectusany Prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “"Registration Statement,” " and the form of the final prospectus Prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at Prospectus filed by the time of effectiveness by Rule 430A of the Regulations filed Company with the Commission pursuant to Rule 424 424(b) at or after the time of effectiveness as allowed under Rule 430A of the Regulations) ), is hereinafter called the “"Prospectus.” " For purposes of this Agreement, “"Time of Sale”", as used in the Act, means 4:30 P.M., p.m. New York City time, on the date of this Agreement and the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [●], 2022, relating Agreement. Prior to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale, the Company prepared a preliminary Prospectus, dated __________, 2007, for distribution by the Underwriters (the "Sale information, if any, set forth on Schedule B hereto, taken as a wholePreliminary Prospectus"). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the additional Units Securities of any type (a “"Rule 462(b) Registration Statement”"), then, unless otherwise specified, any reference herein to the term “"Registration Statement” " shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 2 contracts
Samples: Underwriting Agreement (FMG Acquisition Corp), Underwriting Agreement (FMG Acquisition Corp)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 S-l (File No. 333-263123253116), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Public Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 S-l to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 4:30 P.M., 5:00 p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on [•], 2021, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [●], 2022, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the additional Units securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement orand, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 2 contracts
Samples: Underwriting Agreement (Aldel Financial Inc.), Underwriting Agreement (Aldel Financial Inc.)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-263123253422), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Public Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 4:30 P.M., 5:00 p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on , 2021, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [●], 2022, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the additional Units securities of any type or an amendment to a Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, together with any correspondence between the Company and/or counsel for the Company and the Commission no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 2 contracts
Samples: Underwriting Agreement (Fintech Acquisition Corp Vi), Underwriting Agreement (Fintech Acquisition Corp Vi)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-263123191868), including any related preliminary prospectusprospectus (the “Preliminary Prospectus”, including any prospectus that is included in the registration statement immediately prior to the effectiveness of the registration statement), for the registration of the Public Securities under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes became effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations filed with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, as used in the Act, means 4:30 P.M.5:00 p.m., New York City time, on the date of this Agreement and Agreement. Prior to the “Time of Sale Prospectus” shall mean (i) Sale, the Preliminary Prospectus Company prepared a preliminary prospectus, dated [●]November 27, 20222013, relating to for distribution by the Offering Underwriters (the “Preliminary Statutory Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole. If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b) under the Securities Act registering the additional Units (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) the Registration Statement, which, if filed, becomes effective upon filingtogether with any correspondence letters between the Company and/or counsel for the Company and the Commission, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities have been or will be registered under the Act pursuant to the Registration Statement or, if any Rule 462(b) Statement. The Registration Statement is filedhas been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative has determined that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be duly registered under deemed to include any additional information available to purchasers at the Securities Act with time of entry into the filing of first such Rule 462(b)new purchase contract.
Appears in 2 contracts
Samples: Underwriting Agreement (Cambridge Capital Acquisition Corp), Underwriting Agreement (Cambridge Capital Acquisition Corp)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-263123234512), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Public Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 4:30 P.M., 5:00 p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on November 4, 2019, for distribution by the Underwriter (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [●], 2022, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the additional Units securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement orand, if any Rule 462(b) Registration Statement is filed, will be duly registered under the Securities Act with the filing of such Rule 462(b)) Registration Statement. The Registration Statement has been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative determines that at the Time of Sale, the Sale Preliminary Prospectus includes an untrue statement of a material fact or omits a statement of material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and the Company and the Representative agree to provide an opportunity to purchasers of the Units to terminate their old purchase contracts and enter into new purchase contracts, then the Sale Preliminary Prospectus will be deemed to include any additional information available to purchasers at the time of entry into the first such new purchase contract.
Appears in 2 contracts
Samples: Underwriting Agreement (PropTech Acquisition Corp), Underwriting Agreement (PropTech Acquisition Corp)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an any amendment or amendments thereto, on Form S-1 (File No. 333-263123282758), including any related preliminary prospectusprospectus (the “Preliminary Prospectus”, including any prospectus that is included in the registration statement immediately prior to the effectiveness of the registration statement), for the registration of the Public Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respects. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (became effective, including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, Applicable Time,” as used in the Act, means 4:30 P.M., 7:30 p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Applicable Time, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on November 5, 2024, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Applicable Time, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [●], 2022, relating to the Offering (the “Preliminary Statutory Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole. If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b) under the Securities Act registering the additional Units (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) the Registration Statement, which, if filed, becomes effective upon filingtogether with any correspondence letters between the Company and/or counsel for the Company and the Commission, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities have been or will be registered for public sale under the Act pursuant to the Registration Statement or, if any Rule 462(b) Statement. The Registration Statement is filedhas been declared effective by the Commission on November 12, 2024. If, subsequent to the date of this Agreement, the Company or the Representative determines that, at the Applicable Time, the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and the Company and the Representative agree to provide an opportunity to purchasers of the Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be duly registered under deemed to include any additional information available to purchasers at the Securities Act with time of entry into the filing of first such Rule 462(b)new purchase contract.
Appears in 1 contract
Samples: Underwriting Agreement (Horizon Space Acquisition II Corp.)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-263123264320), including any related preliminary prospectus, for the registration of the Public Securities under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such form, have been satisfied in all material respects. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations filed with the Commission pursuant to Rule 424 of the Regulations) is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, as used in the Act, means 4:30 P.M., New York City time, on the date of this Agreement and the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [●], 20222023, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole. If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b) under the Securities Act registering the additional Units (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Samples: Underwriting Agreement (Biotech Group Acquisition Corp)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-263123279638), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement, for the registration of the Public Securities under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 4:30 P.M., 5:00 p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on May 22, 2024, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [●], 2022, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the additional Units securities of any type or an amendment to such Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement orand, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Samples: Underwriting Agreement (Centurion Acquisition Corp.)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an any amendment or amendments thereto, on Form S-1 (File No. 333-263123259756), including any related preliminary prospectusprospectus (the “Preliminary Prospectus”, including any prospectus that is included in the registration statement immediately prior to the effectiveness of the registration statement), for the registration of the offering of the Public Securities under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (became effective, including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, Applicable Time,” as used in the Act, means 4:30 P.M., 5:00 p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Applicable Time, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on [•], 2021, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Applicable Time, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [●], 2022, relating to the Offering (the “Preliminary Statutory Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole. If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b) under the Securities Act registering the additional Units (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) the Registration Statement, which, if filed, becomes effective upon filingtogether with any correspondence letters between the Company and/or counsel for the Company and the Commission, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities have been or will be registered for public sale under the Act pursuant to the Registration Statement or, if any Rule 462(b) Statement. The Registration Statement is filedhas been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative determines that, at the Applicable Time, the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Company and the Representative agree to provide an opportunity to purchasers of the Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be duly registered under deemed to include any additional information available to purchasers at the Securities Act with time of entry into the filing of first such Rule 462(b)new purchase contract.
Appears in 1 contract
Samples: Underwriting Agreement (Henley Park Acquisition Corp.)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an any amendment or amendments thereto, on Form S-1 (File No. 333-263123277780), including any related preliminary prospectusprospectus (the “Preliminary Prospectus”, including any prospectus that is included in the registration statement immediately prior to the effectiveness of the registration statement), for the registration of the Public Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respects. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (became effective, including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, Applicable Time,” as used in the Act, means 4:30 P.M., 5:00 p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Applicable Time, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on June 25, 2024, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Applicable Time, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [●], 2022, relating to the Offering (the “Preliminary Statutory Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole. If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b) under the Securities Act registering the additional Units (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) the Registration Statement, which, if filed, becomes effective upon filingtogether with any correspondence letters between the Company and/or counsel for the Company and the Commission, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities have been or will be registered for public sale under the Act pursuant to the Registration Statement or, if any Rule 462(b) Statement. The Registration Statement is filedhas been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative determines that, at the Applicable Time, the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and the Company and the Representative agree to provide an opportunity to purchasers of the Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be duly registered under deemed to include any additional information available to purchasers at the Securities Act with time of entry into the filing of first such Rule 462(b)new purchase contract.
Appears in 1 contract
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 S-l (File No. 333-263123262298), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Public Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 S-l to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 4:30 P.M., 5:00 p.m. New York City time, on the date of this Agreement and Agreement. Prior to the “Time of Sale Sale, the Company prepared a Preliminary Prospectus” shall mean (i) , which was included in the Preliminary Prospectus dated [●]Registration Statement filed on February 23, 2022, relating for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Offering (Time of Sale, the “Sale Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the additional Units securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement orand, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-263123260436), including any related preliminary prospectusprospectus or prospectuses, including those that omitted information pursuant to Rule 430A, for the registration of the sale of the Public Securities under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects in conformity with the requirements of the Act, Act and the rules and regulations of the Commission under the Act (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such form, have been satisfied in all material respects). Except as the context may otherwise require, such registration statement, as amended, statement on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement pursuant to paragraph (or, if applicable, the form b) of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations and any registration statement filed with the Commission pursuant to Rule 424 462(b)) is referred to herein as the “Registration Statement.” From the time of the Regulationsinitial confidential submission of the Registration Statement to the Commission (or, if earlier, the first date on which the Company engaged directly or through any person authorized to act on its behalf in any Testing-the-Waters Communication) through the date hereof, the Company has been and is an “emerging growth company,” as defined in Section 2(a) of the Act (an “Emerging Growth Company”). “Testing-the-Waters Communication” means any oral or written communication with potential investors undertaken in reliance on Section 5(d) of, or Rule 163B under, the Act. As used herein, the term “Preliminary Prospectus” shall mean the preliminary prospectus dated [•], 2021 made part of the Registration Statement. The final prospectus in the form first furnished to the Underwriters for use in the Offering is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, as used in The Registration Statement has been declared effective by the Act, means 4:30 P.M., New York City time, Commission on the date of this Agreement hereof. “Applicable Time” means [•] on the Effective Date or such other time as agreed to in writing by the Company and the Representative. “Time of Sale ProspectusPricing Disclosure Package” shall mean (i) means the Preliminary Prospectus dated [●]Prospectus, 2022, relating to the Offering Written Testing-the-Waters Communications (the “Preliminary Prospectus”as hereinafter defined) and (ii) the Time of Sale information, if any, set forth information included on Schedule B 2 hereto, taken as a whole. If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b) under the Securities Act registering the additional Units (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered under the Securities Act with the filing of such Rule 462(b)considered together.
Appears in 1 contract
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement statements and an amendment or amendments thereto, on Form S-1 (File No. 333-263123333-[●]), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Public Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 4:30 P.M., [●] p.m. New York City time, on the date of this Agreement and Agreement. Prior to the “Time of Sale Sale, the Company prepared a Preliminary Prospectus” shall mean (i) , which was included in the Preliminary Prospectus dated Registration Statement filed on [●], 20222020, relating for distribution by the Underwriter (such Preliminary Prospectus used most recently prior to the Offering (Time of Sale, the “Sale Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the additional Units securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a the Rule 462(b) Registration Statement, which, if filed, becomes which became effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly dully registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Samples: Underwriting Agreement (Virtuoso Acquisition Corp.)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an any amendment or amendments thereto, on Form S-1 (File No. 333-263123264460), including any related preliminary prospectusprospectus (the “Preliminary Prospectus”, including any prospectus that is included in the registration statement immediately prior to the effectiveness of the registration statement), for the registration of the Public Securities and Representative’s Shares under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (became effective, including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, Applicable Time,” as used in the Act, means 4:30 P.M., 5:00 p.m. New York City time, on the date of this Agreement and Agreement. Prior to the “Time of Sale Applicable Time, the Company prepared a Preliminary Prospectus” shall mean (i) , which was included in the Preliminary Prospectus dated [●]Registration Statement filed on April 22, 2022, relating for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Offering (Applicable Time, the “Preliminary Statutory Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole. If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b) under the Securities Act registering the additional Units (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) the Registration Statement, which, if filed, becomes effective upon filingtogether with any correspondence letters between the Company and/or counsel for the Company and the Commission, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities have been or will be registered for public sale under the Act pursuant to the Registration Statement or, if any Rule 462(b) Statement. The Registration Statement is filedhas been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative determines that, at the Applicable Time, the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and the Company and the Representative agree to provide an opportunity to purchasers of the Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be duly registered under deemed to include any additional information available to purchasers at the Securities Act with time of entry into the filing of first such Rule 462(b)new purchase contract.
Appears in 1 contract
Samples: Underwriting Agreement (Monterey Capital Acquisition Corp)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-263123279889), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement, for the registration of the Public Securities under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 4:30 P.M., 5:00 p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on June 17, 2024, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [●], 2022, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the additional Units securities of any type or an amendment to such Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement orand, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-263123282271), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement, for the registration of the Public Securities under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 4:30 P.M., 5:00 p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on October 7, 2024, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [●], 2022, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the additional Units securities of any type or an amendment to such Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement orand, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Samples: Underwriting Agreement (Cohen Circle Acquisition Corp. I)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 S-l (File No. 333-263123250157), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Public Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 S-l to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 4:30 P.M., 5:00 p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on January __, 2021, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [●], 2022, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the additional Units securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement orand, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 S-l (File No. 333-263123248429), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Public Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 S-l to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 4:30 P.M., 5:00 p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on September [28], 2020, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [●], 2022, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the additional Units securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement orand, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Samples: Underwriting Agreement (FG New America Acquisition Corp.)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 F-1 (File No. 333-263123333- 173575), including any related preliminary prospectusprospectus (the “Preliminary Prospectus”, including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Public Securities under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 F-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations filed with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, as used in the Act, means 4:30 P.M.5:00 p.m., New York City time, on the date of this Agreement and the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [●], 2022, relating Agreement. Prior to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale informationSale, if anythe Company prepared preliminary prospectuses, set forth on Schedule B heretodated July 6, taken as a whole2012, for distribution by the Underwriters (together the “Statutory Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b) under the Securities Act registering the additional Units Securities of any type (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Samples: Underwriting Agreement (Infinity Cross Border Acquisition Corp)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-263123333-204995), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Public Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 4:30 P.M., 5:00 p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on July 2, 2015, for distribution by the Underwriter (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [●], 2022, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the additional Units securities of any type or an amendment to a Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 S-l (File No. 333-263123275155), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Public Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 S-l to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 4:30 P.M., 9:00 a.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on [_], 2023, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [●], 2022, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the additional Units securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement orand, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an any amendment or amendments thereto, on Form S-1 (File No. 333-263123333-[*]), including any related preliminary prospectusprospectus (the “Preliminary Prospectus”, including any prospectus that is included in the registration statement immediately prior to the effectiveness of the registration statement), for the registration of the Public Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respects. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (became effective, including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, Applicable Time,” as used in the Act, means 4:30 P.M., [*] [a.m.] [p.m.] New York City time, on the date of this Agreement and Agreement. Prior to the Applicable Time, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on [*], 2024, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Applicable Time, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [●], 2022, relating to the Offering (the “Preliminary Statutory Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole. If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b) under the Securities Act registering the additional Units (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) the Registration Statement, which, if filed, becomes effective upon filingtogether with any correspondence letters between the Company and/or counsel for the Company and the Commission, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities have been or will be registered for public sale under the Act pursuant to the Registration Statement or, if any Rule 462(b) Statement. The Registration Statement is filedhas been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative determines that, at the Applicable Time, the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and the Company and the Representative agree to provide an opportunity to purchasers of the Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be duly registered under deemed to include any additional information available to purchasers at the Securities Act with time of entry into the filing of first such Rule 462(b)new purchase contract.
Appears in 1 contract
Samples: Underwriting Agreement (Horizon Space Acquisition II Corp.)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 S-l (File No. 333-263123)235253, including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Public Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 S-l to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 4:30 P.M., 5:00 p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on November 25, 2019, for distribution by the Underwriter (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [●], 2022, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the additional Units securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement orand, if any Rule 462(b) Registration Statement is filed, will be duly registered under the Securities Act with the filing of such Rule 462(b)) Registration Statement. The Registration Statement has been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative determines that at the Time of Sale, the Sale Preliminary Prospectus includes an untrue statement of a material fact or omits a statement of material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and the Company and the Representative agree to provide an opportunity to purchasers of the Units to terminate their old purchase contracts and enter into new purchase contracts, then the Sale Preliminary Prospectus will be deemed to include any additional information available to purchasers at the time of entry into the first such new purchase contract.
Appears in 1 contract
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-263123264320), including any related preliminary prospectus, for the registration of the Public Securities under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such form, have been satisfied in all material respects. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations filed with the Commission pursuant to Rule 424 of the Regulations) is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, as used in the Act, means 4:30 P.M., New York City time, on the date of this Agreement and the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [●[ ], 2022, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole. If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b) under the Securities Act registering the additional Units (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Samples: Underwriting Agreement (Biotech Group Acquisition Corp)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement statements and an amendment or amendments thereto, on Form S-1 (File No. 333-263123333-[●]), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Public Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 4:30 P.M., 4:45 p.m. New York City time, on the date of this Agreement and Agreement. Prior to the “Time of Sale Sale, the Company prepared a Preliminary Prospectus” shall mean (i) , which was included in the Preliminary Prospectus dated Registration Statement filed on [●], 2022, relating for distribution by the Underwriter (such Preliminary Prospectus used most recently prior to the Offering (Time of Sale, the “Sale Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the additional Units securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a the Rule 462(b) Registration Statement, which, if filed, becomes which became effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly dully registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Samples: Underwriting Agreement (Malacca Straits Acquisition Co LTD)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-263123333-[●]), including any related preliminary prospectus, for the registration of the Public Securities under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such form, have been satisfied in all material respects. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations filed with the Commission pursuant to Rule 424 of the Regulations) is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, as used in the Act, means 4:30 P.M., New York City time, on the date of this Agreement and the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [●], 2022, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole. If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b) under the Securities Act registering the additional Units (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Samples: Underwriting Agreement (Feutune Light Acquisition Corp)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an any amendment or amendments thereto, on Form S-1 (File No. 333-263123333-[·]), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Public Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 4:30 P.M., [·] New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on [·], 2017 for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [●], 2022, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the additional Units securities of any type or an amendment to a Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Samples: Underwriting Agreement (Matlin & Partners Acquisition Corp)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an any amendment or amendments thereto, on Form S-1 (File No. 333-263123333-[_____]), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Public Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 4:30 P.M., 5:00 p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on [_____, 2016], for distribution by the Underwriter (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [●], 2022, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the additional Units securities of any type or an amendment to a Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-263123333-[•]), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Public Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 4:30 P.M., 5:00 p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on February [•], 2021, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [●], 2022, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the additional Units securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement orand, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Samples: Underwriting Agreement (Arrowroot Acquisition Corp.)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-263123215305), including any related preliminary prospectusprospectus (“Preliminary Prospectus”) and including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement, for the registration of the Public Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 4:30 P.M., 5:00 p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on January 13, 2017, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [●], 2022, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the additional Units securities of any type or an amendment to a Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, together with any correspondence between the Company and/or counsel for the Company and the Commission, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Samples: Underwriting Agreement (Fintech Acquisition Corp. II)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 S-l (File No. 333-263123248429), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Public Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 S-l to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 4:30 P.M., 5:00 p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on September [ ], 2020, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [●], 2022, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the additional Units securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement orand, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Samples: Underwriting Agreement (FG New America Acquisition Corp.)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 S-l (File No. 333-263123333-[•]), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Public Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 S-l to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 4:30 P.M., 9:00 a.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on December [•], 2023, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [●], 2022, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the additional Units securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement orand, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Pursuant to the Act. The Company has filed with the Securities Commission registration statements and Exchange Commission (the “Commission”) a registration statement and an amendment or any amendments thereto, on Form S-1 (File NoNos. 333-263123229657 and 333-230068), including any related preliminary prospectusprospectus (the “Preliminary Prospectus”, including any prospectus that is included in the registration statement immediately prior to the effectiveness of the registration statement), for the registration of the Public Securities under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such form, have been satisfied in all material respects. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes became effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits exhibits, and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations filed with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, as used in the Act, means 4:30 P.M.5:00 p.m., New York City time, on the date of this Agreement and Agreement. Prior to the “Time of Sale Prospectus” shall mean (i) Sale, the Preliminary Prospectus Company prepared a preliminary prospectus, dated [●]February 13, 20222019, relating to for distribution by the Offering Underwriters (the “Preliminary Statutory Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole. If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b) under the Securities Act registering the additional Units (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) the Registration Statement, which, if filed, becomes effective upon filingtogether with any correspondence letters between the Company and/or counsel for the Company and the Commission, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities have been or will be registered under the Act pursuant to the Registration Statement or, if any Rule 462(b) Statement. The Registration Statement is filedhas been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative determines that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and agrees to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be duly registered under deemed to include any additional information available to purchasers at the Securities Act with time of entry into the filing of first such Rule 462(b)new purchase contract.
Appears in 1 contract
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “"Commission”") a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-263123333-[•]), including any related preliminary prospectusprospectus or prospectuses, including those that omitted information pursuant to Rule 430A, for the registration of the sale of the Public Securities under the Securities Act of 1933, as amended (the “"Act”"), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects in conformity with the requirements of the Act, Act and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register Act (the Offering under the Act, as set forth in the General Instructions to such form, have been satisfied in all material respects"Regulations"). Except as the context may otherwise require, such registration statement, as amended, statement on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement pursuant to paragraph (or, if applicable, the form b) of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations and any registration statement filed with the Commission pursuant to Rule 424 462(b)) is referred to herein as the "Registration Statement." From the time of the Regulationsinitial confidential submission of the Registration Statement to the Commission (or, if earlier, the first date on which the Company engaged directly or through any person authorized to act on its behalf in any Testing-the-Waters Communication) through the date hereof, the Company has been and is an "emerging growth company," as defined in Section 2(a) of the Act (an "Emerging Growth Company"). "Testing-the-Waters Communication" means any oral or written communication with potential investors undertaken in reliance on Section 5(d) of, or Rule 163B under, the Act. As used herein, the term "Preliminary Prospectus" shall mean the preliminary prospectus dated [•], 2021 made part of the Registration Statement. The final prospectus in the form first furnished to the Underwriters for use in the Offering is hereinafter called the “"Prospectus.” For purposes of this Agreement, “Time of Sale”, as used in " The Registration Statement has been declared effective by the Act, means 4:30 P.M., New York City time, Commission on the date of this Agreement hereof. "Applicable Time" means 5:00 p.m. on the Effective Date or such other time as agreed to in writing by the Company and the “Time of Sale Prospectus” shall mean (i) Representative. "Pricing Disclosure Package" means the Preliminary Prospectus dated [●]Prospectus, 2022, relating to the Offering Written Testing-the-Waters Communications (the “Preliminary Prospectus”as hereinafter defined) and (ii) the Time of Sale information, if any, set forth information included on Schedule B 2 hereto, taken as a whole. If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b) under the Securities Act registering the additional Units (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered under the Securities Act with the filing of such Rule 462(b)considered together.
Appears in 1 contract
Samples: Underwriting Agreement (Cognition Therapeutics Inc)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-263123333-204995), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Public Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 4:30 P.M., 5:00 p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on ________, 2015, for distribution by the Underwriter (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [●], 2022, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the additional Units securities of any type or an amendment to a Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-263123225270), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Public Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 4:30 P.M., 5:00 p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on ____________, 2018, for distribution by the Underwriter (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [●], 2022, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the additional Units securities of any type or an amendment to a Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-263123259931), including any related preliminary prospectus, for the registration of the Public Securities under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such form, have been satisfied in all material respects. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations filed with the Commission pursuant to Rule 424 of the Regulations) is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, as used in the Act, means 4:30 P.M., New York City time, on the date of this Agreement and the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [●], 20222023, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole. If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b) under the Securities Act registering the additional Units (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Samples: Underwriting Agreement (Fortune Joy International Acquisition Corp)
Pursuant to the Act. (A) The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 F-1 (File No. 333-263123333- 273166), including any related preliminary prospectusprospectus or prospectuses, for the registration of the Public Securities under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity and conform, in all material respects respects, with the requirements of the Act, Act and the rules and regulations of the Commission under the Act (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such form, have been satisfied in all material respects). Except as the context may otherwise require, such registration statement, as amended, statement on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time the Effective Date pursuant to paragraph (b) of Rule 430A of the Regulations), is hereinafter called referred to herein as the “Registration Statement,” and .”
(B) The prospectus, in the form of first filed pursuant to Rule 424(b) under the final prospectus dated Act after the Effective Date included in date and time that this Agreement is executed and delivered by the Registration Statement (parties hereto, or, if applicableno filing pursuant to Rule 424(b) under the Act is required, the form of final prospectus containing information permitted relating to be omitted the Offering included in the Registration Statement at the time of effectiveness by Rule 430A effective date of the Regulations filed with the Commission pursuant to Rule 424 of the Regulations) Registration Statement (“Effective Date”), is hereinafter called the “Prospectus.”
(C) The Registration Statement has been declared effective by the Commission on or prior to the date hereof. “Applicable Time” For purposes of this Agreement, “Time of Sale”, as used in the Act, means 4:30 P.M., New York City time2:00 p.m. Eastern Time, on the date of this Agreement and the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [●], 20222023, relating or such other time as agreed to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole. If by the Company has filed, or is required pursuant to and the terms hereof to file, a registration statement pursuant to Rule 462(b) under the Securities Act registering the additional Units (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered under the Securities Act with the filing of such Rule 462(b)Underwriters.
Appears in 1 contract
Samples: Underwriting Agreement (Autozi Internet Technology (Global) Ltd.)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 S-l (File No. 333-263123)235253, including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Public Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 S-l to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 4:30 P.M., 5:00 p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on [November 25], 2019, for distribution by the Underwriter (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [●], 2022, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the additional Units securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement orand, if any Rule 462(b) Registration Statement is filed, will be duly registered under the Securities Act with the filing of such Rule 462(b)) Registration Statement. The Registration Statement has been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative determines that at the Time of Sale, the Sale Preliminary Prospectus includes an untrue statement of a material fact or omits a statement of material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and the Company and the Representative agree to provide an opportunity to purchasers of the Units to terminate their old purchase contracts and enter into new purchase contracts, then the Sale Preliminary Prospectus will be deemed to include any additional information available to purchasers at the time of entry into the first such new purchase contract.
Appears in 1 contract
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 S-l (File No. 333-263123262298), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Public Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 S-l to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 4:30 P.M., 5:00 p.m. New York City time, on the date of this Agreement and Agreement. Prior to the “Time of Sale Sale, the Company prepared a Preliminary Prospectus” shall mean (i) , which was included in the Preliminary Prospectus dated Registration Statement filed on [●January 21], 2022, relating for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Offering (Time of Sale, the “Sale Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the additional Units securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement orand, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an any amendment or amendments thereto, on Form S-1 (File No. 333-263123261886), including any related preliminary prospectusprospectus (the “Preliminary Prospectus”, including any prospectus that is included in the registration statement immediately prior to the effectiveness of the registration statement), for the registration of the Public Securities and the Representative’s Shares under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (became effective, including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, Applicable Time,” as used in the Act, means 4:30 P.M., 5:00 p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Applicable Time, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on [ ] for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Applicable Time, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [●], 2022, relating to the Offering (the “Preliminary Statutory Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole. If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b) under the Securities Act registering the additional Units (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) the Registration Statement, which, if filed, becomes effective upon filingtogether with any correspondence letters between the Company and/or counsel for the Company and the Commission, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities have been or will be registered for public sale under the Act pursuant to the Registration Statement or, if any Rule 462(b) Statement. The Registration Statement is filedhas been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative determines that, at the Applicable Time, the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and the Company and the Representative agree to provide an opportunity to purchasers of the Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be duly registered under deemed to include any additional information available to purchasers at the Securities Act with time of entry into the filing of first such Rule 462(b)new purchase contract.
Appears in 1 contract
Samples: Underwriting Agreement (Future Tech II Acquisition Corp.)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 S-l (File No. 333-263123253116), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Public Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 S-l to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 4:30 P.M., 5:00 p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on February 16, 2021, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [●], 2022, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the additional Units securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement orand, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-263123229027), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Public Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 4:30 P.M., [5:00] p.m. New York City time, on the date of this Agreement and the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [●], 2022, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a wholeAgreement. If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b) under the Securities Act registering the additional Units (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered under the Securities Act with the filing of such Rule 462(b)Prior to
Appears in 1 contract
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an any amendment or amendments thereto, on Form S-1 (File No. 333-263123217475), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Public Securities under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 4:30 P.M.9:00 a.m., New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement initially filed on April, 26, 2017, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [●], 2022, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the additional Units securities of any type or an amendment to a Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement Registration Statement and an amendment or amendments thereto, on Form S-1 (File No. 333-263123143466), including any related preliminary prospectusProspectus (the “Preliminary Prospectus”), for the registration of the Public Securities under the Securities Act of 1933, as amended (the “Act”), which registration statement Registration Statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statementRegistration Statement, as amended, on file with the Commission at the time the registration statement Registration Statement becomes effective (including the prospectusany Prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus Prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at Prospectus filed by the time of effectiveness by Rule 430A of the Regulations filed Company with the Commission pursuant to Rule 424 424(b) at or after the time of effectiveness as allowed under Rule 430A of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, as used in the Act, means 4:30 P.M., p.m. New York City time, on the date of this Agreement and Agreement. Prior to the “Time of Sale Sale, the Company prepared a preliminary Prospectus” shall mean (i) , dated September 12, 2007, for distribution by the Preliminary Prospectus dated [●], 2022, relating to the Offering Underwriters (the “Sale Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the additional Units Securities of any type (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-263123225270), including any related preliminary prospectusprospectus ("Preliminary Prospectus"), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Public Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “"Regulations”") of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “"Registration Statement,” " and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “"Prospectus.” " For purposes of this Agreement, “"Time of Sale”, ," as used in the Act, means 4:30 P.M., 5:00 p.m. New York City time, on the date of this Agreement and the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [●], 2022, relating Agreement. Prior to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on June 21, 2018, for distribution by the Underwriter (such Preliminary Prospectus used most recently prior to the Time of Sale, the "Sale information, if any, set forth on Schedule B hereto, taken as a wholePreliminary Prospectus"). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the additional Units securities of any type or an amendment to a Registration Statement (a “"Rule 462(b) Registration Statement”"), then, unless otherwise specified, any reference herein to the term “"Registration Statement” " shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Pursuant to the Act. The Company has filed with the Securities Commission registration statements and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File NoNos. 333-263123251527 and 333-252114), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement, for the registration of the Public Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 4:30 P.M., 5:00 p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on December 21, 2020, for distribution by the Underwriter (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [●], 2022, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the additional Units securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement orand, if any Rule 462(b) Registration Statement is filed, will be duly registered under the Securities Act with the filing of such Rule 462(b)) Registration Statement. The Registration Statement has been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative determines that at the Time of Sale, the Sale Preliminary Prospectus includes an untrue statement of a material fact or omits a statement of material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and the Company and the Representative agree to provide an opportunity to purchasers of the Units to terminate their old purchase contracts and enter into new purchase contracts, then the Sale Preliminary Prospectus will be deemed to include any additional information available to purchasers at the time of entry into the first such new purchase contract.
Appears in 1 contract
Samples: Underwriting Agreement (Healthcare Capital Corp/De)
Pursuant to the Act. The Company has filed with the Securities Commission registration statements and Exchange Commission (the “Commission”) a registration statement and an amendment or any amendments thereto, on Form S-1 (File NoNos. 333-263123232205 and 333-232616), including any related preliminary prospectusprospectus (the “Preliminary Prospectus”, including any prospectus that is included in the registration statement immediately prior to the effectiveness of the registration statement), for the registration of the Public Securities under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such form, have been satisfied in all material respects. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes became effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits exhibits, and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company, if applicable, pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations filed with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, as used in the Act, means 4:30 P.M.5:00 p.m., New York City time, on the date of this Agreement and Agreement. Prior to the “Time of Sale Prospectus” shall mean (i) Sale, the Preliminary Prospectus Company prepared a preliminary prospectus, dated [●]July 3, 20222019, relating to for distribution by the Offering Underwriters (the “Preliminary Statutory Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole. If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b) under the Securities Act registering the additional Units (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) the Registration Statement, which, if filed, becomes effective upon filingtogether with any correspondence letters between the Company and/or counsel for the Company and the Commission, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities have been or will be registered under the Act pursuant to the Registration Statement or, if any Rule 462(b) Statement. The Registration Statement is filedhas been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative determines that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and agrees to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be duly registered under deemed to include any additional information available to purchasers at the Securities Act with time of entry into the filing of first such Rule 462(b)new purchase contract.
Appears in 1 contract
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-263123256017), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Public Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 4:30 P.M., 5:00 p.m. New York City time, on the date of this Agreement and the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [●], 2022, relating Agreement. Prior to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole. If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b) under the Securities Act registering the additional Units (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered under the Securities Act with the filing of such Rule 462(b)of
Appears in 1 contract
Samples: Underwriting Agreement (M3-Brigade Acquisition III Corp.)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-263123333-[●]), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Public Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 4:30 P.M., 5:00 p.m. New York City time, on the date of this Agreement and Agreement. Prior to the “Time of Sale Sale, the Company prepared a Preliminary Prospectus” shall mean (i) , which was included in the Preliminary Prospectus dated Registration Statement filed on [●], 20222021, relating for distribution by the Underwriter (such Preliminary Prospectus used most recently prior to the Offering (Time of Sale, the “Sale Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the additional Units securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a the Rule 462(b) Registration Statement, which, if filed, becomes which became effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly dully registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Samples: Underwriting Agreement (CA Healthcare Acquisition Corp.)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-263123280283), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement, for the registration of the Public Securities under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 4:30 P.M., 5:00 p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on August 2, 2024, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [●], 2022, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the additional Units securities of any type or an amendment to such Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement orand, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Pursuant to the Act. (A) The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 F-1 (File Registration No. 333-263123277979), including any related preliminary prospectusprospectus or prospectuses, for the registration of the Public Securities under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity and conform, in all material respects respects, with the requirements of the Act, Act and the rules and regulations of the Commission under the Act (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such form, have been satisfied in all material respects). Except as the context may otherwise require, such registration statement, as amended, statement on file with the Commission at the time the registration statement becomes effective (the “Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time the Effective Date pursuant to paragraph (b) of Rule 430A of the Regulations), is hereinafter called referred to herein as the “Registration Statement,” and the form of the .
(B) The final prospectus dated to be filed pursuant to Rule 424(b) under the Effective Date Act after the execution and delivery of this Agreement by the parties hereto, or, if no filing pursuant to Rule 424(b) under the Act is required, the prospectus relating to the Offering included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A effective date of the Regulations filed with the Commission pursuant to Rule 424 of the Regulations) Registration Statement, is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, as used in the Act, means 4:30 P.M., New York City time, on the date of this Agreement and the “Time of Sale Prospectus” shall mean
(iC) the Preliminary Prospectus dated [●], 2022, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole. If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b) under the Securities Act registering the additional Units (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the The Registration Statement has heretofore been filed with declared effective by the Commission. All of the Public Securities have been registered under the Act pursuant Commission on or prior to the Registration Statement ordate hereof. “Applicable Time“ means [ ] p.m. Eastern Time, if any Rule 462(b) Registration Statement is filedon [ ], will be duly registered under 2024, or such other time as agreed to by the Securities Act with Company and the filing of such Rule 462(b)Underwriters.
Appears in 1 contract
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 S-l (File No. 333-263123)275155, including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Public Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 S-l to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 4:30 P.M., 9:00 a.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on October 24, 2023, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [●], 2022, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the additional Units securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement orand, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 S-l (File No. 333-263123248429), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Public Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 S-l to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 4:30 P.M., 5:00 p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on September 28, 2020, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [●], 2022, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the additional Units securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement orand, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Samples: Underwriting Agreement (FG New America Acquisition Corp.)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “"Commission”") a registration statement Registration Statement and an amendment or amendments thereto, on Form S-1 (File No. 333-263123143466), including any related preliminary prospectusProspectus (the "Preliminary Prospectus"), for the registration of the Public Securities under the Securities Act of 1933, as amended (the “"Act”"), which registration statement Registration Statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “"Regulations”") of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statementRegistration Statement, as amended, on file with the Commission at the time the registration statement Registration Statement becomes effective (including the prospectusany Prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “"Registration Statement,” " and the form of the final prospectus Prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at Prospectus filed by the time of effectiveness by Rule 430A of the Regulations filed Company with the Commission pursuant to Rule 424 424(b) at or after the time of effectiveness as allowed under Rule 430A of the Regulations) ), is hereinafter called the “"Prospectus.” " For purposes of this Agreement, “"Time of Sale”", as used in the Act, means 4:30 P.M., p.m. New York City time, on the date of this Agreement and the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [●], 2022, relating Agreement. Prior to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale, the Company prepared a preliminary Prospectus, dated September 27, 2007, for distribution by the Underwriters (the "Sale information, if any, set forth on Schedule B hereto, taken as a wholePreliminary Prospectus"). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the additional Units Securities of any type (a “"Rule 462(b) Registration Statement”"), then, unless otherwise specified, any reference herein to the term “"Registration Statement” " shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-263123279889), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement, for the registration of the Public Securities under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 4:30 P.M., 5:00 p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on [ ], 2024, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [●], 2022, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the additional Units securities of any type or an amendment to such Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement orand, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 S-l (File No. 333-263123250157), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Public Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 S-l to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 4:30 P.M., 5:00 p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on February 3, 2021, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [●], 2022, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the additional Units securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement orand, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract