Form SEC 870 SEC 870 Form S-1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

(State or other jurisdiction of incorporation or organization)

(Primary Standard Industrial Classification Code Number)

(I.R.S. Employer Identification Number)

(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)

(Name, address, including zip code, and telephone number,
including area code, of agent for service)

(Approximate date of commencement of proposed sale to the public)
If any of the securities being registered on this Form are to be offered on a delayed or continuous
basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under
the Securities Act, please check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. ☐

SEC 870 (07-24)

Potential persons who are to respond to the collection of information contained in
this Form are not required to respond unless the Form displays a currently valid
OMB control number.

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act,
check the following box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities
Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, smaller reporting company, or an emerging growth company. See the
definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and
"emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐
Non-accelerated filer ☐

Accelerated filer ☐
Smaller reporting company ☐
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use
the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

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GENERAL INSTRUCTIONS
I

Eligibility Requirements for Use of Form S-1

This Form shall be used for the registration under the Securities Act of 1933 ("Securities
Act"); of securities of all registrants for which no other form is authorized or prescribed, except
that this Form shall not be used for securities of foreign governments or political subdivisions
thereof or asset-backed securities, as defined in 17 CFR 229.1101(c).
II Application of General Rules and Regulations
A. Attention is directed to the General Rules and Regulations under the Securities Act,
particularly those comprising Regulation C (17 CFR 230.400 to 230.494) thereunder. That
Regulation contains general requirements regarding the preparation and filing of the registration
statement.
B. Attention is directed to Regulation S-K (17 CFR Part 229) for the requirements applicable to
the content of the non-financial statement portions of registration statements under the Securities
Act. Where this Form directs the registrant to furnish information required by Regulation S-K
and the item of Regulation S-K so provides, information need only be furnished to the extent
appropriate.
C. A registration statement filed (or submitted for confidential review) under Section 6 of the
Securities Act (15 U.S.C. 77f) by an emerging growth company, defined in Section 2(a)(19) of
the Securities Act (15 U.S.C. 77b(a)(19)), prior to an initial public offering may omit financial
information for historical periods otherwise required by Regulation S-X (17 CFR Part 210) as of
the time of filing (or confidential submission) of the registration statement, provided that:
1. The omitted financial information relates to a historical period that the registrant
reasonably believes will not be required to be included in this Form at the time of the
contemplated offering; and
2. Prior to the registrant distributing a preliminary prospectus to investors, the
registration statement is amended to include all financial information required by
Regulation S-X at the date of the amendment.
III

Exchange Offers

If any of the securities being registered are to be offered in exchange for securities of any
other issuer, the prospectus shall also include the information which would be required by Item
11 if the securities of such other issuer were registered on this Form. There shall also be included
the information concerning such securities of such other issuer which would be called for by
Item 9 if such securities were being registered. In connection with this instruction, reference is
made to Rule 409.

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IV

Roll-up Transactions

If the securities to be registered on this Form will be issued in a roll-up transaction as
defined in Item 901(c) of Regulation S-K (17 CFR 229.901(c)), attention is directed to the
requirements of Form S-4 applicable to roll-up transactions, including, but not limited to,
General Instruction I.
V

Registration of Additional Securities

With respect to the registration of additional securities for an offering pursuant to Rule
462(b) under the Securities Act, the registrant may file a registration statement consisting only of
the following: the facing page; a statement that the contents of the earlier registration statement,
identified by file number, are incorporated by reference; required opinions, consents, and filing
fee-related information; the signature page; and any price-related information omitted from the
earlier registration statement in reliance on Rule 430A that the registrant chooses to include in
the new registration statement. The information contained in such a Rule 462(b) registration
statement shall be deemed to be a part of the earlier registration statement as of the date of
effectiveness of the Rule 462(b) registration statement. Any opinion or consent required in the
Rule 462(b) registration statement may be incorporated by reference from the earlier registration
statement with respect to the offering, if: (i) such opinion or consent expressly provides for such
incorporation; and (ii) such opinion relates to the securities registered pursuant to Rule 462(b).
See Rule 439(b) under the Securities Act (17 CFR 230.439(b)).
VI

Offerings of Asset-Backed Securities.

The following applies if a registration statement on this Form S-1 is being used to register an
offering of asset-backed securities. Terms used in this General Instruction VI. have the same
meaning as in Item 1101 of Regulation AB (17 CFR 229.1101).
A. Items that may be Omitted.
Such registrants may omit the information called for by Item 11, Information with Respect to the
Registrant.
B. Substitute Information to be Included.
In addition to the Items that are otherwise required by this Form, the registrant must furnish in
the prospectus the information required by Items 1102 through 1120 of Regulation AB (17 CFR
229.1102 through 229.1120).
C. Signatures.
The registration statement must be signed by the depositor, the depositor’s principal executive
officer or officers, principal financial officer and controller or principal accounting officer, and
by at least a majority of the depositor’s board of directors or persons performing similar
functions.

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VII Eligibility to Use Incorporation by Reference
If a registrant meets the following requirements in paragraphs A-F immediately prior to the time
of filing a registration statement on this Form, it may elect to provide information required by
Items 3 through 11 of this Form in accordance with Item 11A and Item 12 of this Form.
Notwithstanding the foregoing, in the financial statements, incorporating by reference or crossreferencing to information outside of the financial statements is not permitted unless otherwise
specifically permitted or required by the Commission’s rules or by U.S. Generally Accepted
Accounting Principles or International Financial Reporting Standards as issued by the
International Accounting Standards Board, whichever is applicable.
A. The registrant is subject to the requirement to file reports pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 (“Exchange Act”).
B. The registrant has filed all reports and other materials required to be filed by Sections 13(a),
14, or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports and materials).
C. The registrant has filed an annual report required under Section 13(a) or Section 15(d) of the
Exchange Act for its most recently completed fiscal year.
D. The registrant is not:
was:

1.

And during the past three years neither the registrant nor any of its predecessors
(a) A blank check company as defined in Rule 419(a)(2) (§230.419(a)(2));
(b) A shell company, other than a business combination related shell company,
each as defined in Rule 405 (§230.405); or
(c) A registrant for an offering of penny stock as defined in Rule 3a51-1 of the
Exchange Act (§240.3a51-1 of this chapter).

2. Registering an offering that effectuates a business combination transaction as
defined in Rule 165(f)(1) (§230.165(f)(1) of this chapter).
E. If a registrant is a successor registrant it shall be deemed to have satisfied conditions A., B.,
C., and D.2 above if:
1.
Its predecessor and it, taken together, do so, provided that the succession was
primarily for the purpose of changing the state of incorporation of the predecessor or forming a
holding company and that the assets and liabilities of the successor at the time of succession
were substantially the same as those of the predecessor; or
2.
All predecessors met the conditions at the time of succession and the registrant has
continued to do so since the succession.

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F. The registrant makes its periodic and current reports filed pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference pursuant to Item 11A or Item 12 of
this Form readily available and accessible on a Web site maintained by or for the registrant and
containing information about the registrant.
VIII Offering by a Special Purpose Acquisition Company
If a registration statement on this Form S-1 is being used to register an offering of securities of a
special purpose acquisition company, as defined in Item 1601(b) of Regulation S-K (17 CFR
229.1601(b)), other than in connection with a de-SPAC transaction, as defined in Item 1601(a) of
Regulation S-K (17 CFR 229.1601(a)), the registrant must furnish in the prospectus the
information required by Items 1602 and 1603 of Regulation S-K (17 CFR 229.1602 and
229.1603), in the manner set forth by the structured data provision of Item 1610 of Regulation SK (17 CFR 229.1610), in addition to the Items that are otherwise required by this Form. If the
securities to be registered on this Form will be issued in a de-SPAC transaction, the requirements
of Form S-4 applicable to de-SPAC transactions apply to this Form, including, but not limited to,
Item 17 and General Instruction L.

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PART I—INFORMATION REQUIRED IN PROSPECTUS
Item 1. Forepart of the Registration Statement and Outside Front Cover Page of
Prospectus.
Set forth in the forepart of the registration statement and on the outside front cover page of
the prospectus the information required by Item 501 of Regulation S-K (§229.501 of this
chapter).
Item 2. Inside Front and Outside Back Cover Pages of Prospectus.
Set forth on the inside front cover page of the prospectus or, where permitted, on the
outside back cover page, the information required by Item 502 of Regulation S-K (§229.502 of
this chapter).
Item 3. Summary Information, Risk Factors and Ratio of Earnings to Fixed Charges.
Furnish the information required by Items 105 and 503 of Regulation S-K (§ 229.105 and §
229.503 of this chapter).
Item 4. Use of Proceeds.
Furnish the information required by Item 504 of Regulation S-K (§229.504 of this chapter).
Item 5. Determination of Offering Price.
Furnish the information required by Item 505 of Regulation S-K (§229.505 of this chapter).
Item 6. Dilution.
Provide the information required by Item 506 of Regulation S-K (§229.506 of this chapter),
unless the registrant is a special purpose acquisition company (as defined in Item 1601 of
Regulation S-K).
Item 7. Selling Security Holders.
Furnish the information required by Item 507 of Regulation S-K (§229.507 of this chapter).
Item 8. Plan of Distribution.
Furnish the information required by Item 508 of Regulation S-K (§229.508 of this chapter).
Item 9. Description of Securities to be Registered.
Furnish the information required by Item 202 of Regulation S-K (§229.202 of this chapter).
Item 10. Interests of Named Experts and Counsel.
Furnish the information required by Item 509 of Regulation S-K (§229.509 of this chapter).
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Item 11. Information with Respect to the Registrant.
Furnish the following information with respect to the registrant:
(a)

Information required by Item 101 of Regulation S-K (§229.101 of this chapter), description
of business;

(b)

Information required by Item 102 of Regulation S-K (§229.102 of this chapter), description
of property;

(c)

Information required by Item 103 of Regulation S-K (§229.103 of this chapter), legal
proceedings;

(d)

Where common equity securities are being offered, information required by Item 201 of
Regulation S-K (§229.201 of this chapter), market price of and dividends on the
registrant’s common equity and related stockholder matters;

(e)

Financial statements meeting the requirements of Regulation S-X (17 CFR Part 210)
(Schedules required under Regulation S-X shall be filed as “Financial Statement
Schedules” pursuant to Item 15, Exhibits and Financial Statement Schedules, of this Form),
as well as any financial information required by Rule 3-05 and Article 11 of Regulation SX. A smaller reporting company may provide the information in Rule 8-04 and 8-05 of
Regulation S-X in lieu of the financial information required by Rule 3-05 and Article 11 of
Regulation S-X;

(f)

Information required by Item 301 of Regulation S-K (§229.301 of this chapter), selected
financial data;

(g)

Information required by Item 302 of Regulation S-K (§229.302 of this chapter),
supplementary financial information;

(h)

Information required by Item 303 of Regulation S-K (§229.303 of this chapter),
management’s discussion and analysis of financial condition and results of operations;

(i)

Information required by Item 304 of Regulation S-K (§229.304 of this chapter), changes in
and disagreements with accountants on accounting and financial disclosure;

(j)

Information required by Item 305 of Regulation S-K (§229.305 of this chapter),
quantitative and qualitative disclosures about market risk;

(k)

Information required by Item 401 of Regulation S-K (§229.401 of this chapter), directors
and executive officers;

(l)

Information required by Item 402 of Regulation S-K (§229.402 of this chapter), executive
compensation, and information required by paragraph (e)(4) of Item 407 of Regulation S-K
(§229.407 of this chapter), corporate governance;

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(m) Information required by Item 403 of Regulation S-K (§229.403 of this chapter), security
ownership of certain beneficial owners and management; and
(n)

Information required by Item 404 of Regulation S-K (§229.404 of this chapter),
transactions with related persons, promoters and certain control persons, and Item 407(a) of
Regulation S-K (§229.407(a) of this chapter), corporate governance.

Item 11A. Material Changes.
If the registrant elects to incorporate information by reference pursuant to General Instruction
VII., describe any and all material changes in the registrant’s affairs which have occurred since
the end of the latest fiscal year for which audited financial statements were included in the latest
Form 10-K and that have not been described in a Form 10-Q or Form 8-K filed under the
Exchange Act.
Item 12. Incorporation of Certain Information by Reference.
If the registrant elects to incorporate information by reference pursuant to General Instruction
VII.:
(a) It must specifically incorporate by reference into the prospectus contained in the registration
statement the following documents by means of a statement to that effect in the prospectus
listing all such documents:
(1) The registrant’s latest annual report on Form 10-K filed pursuant to Section 13(a) or
Section 15(d) of the Exchange Act that contains financial statements for the registrant’s latest
fiscal year for which a Form 10-K was required to have been filed; and
(2) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act or
proxy or information statements filed pursuant to Section 14 of the Exchange Act since the end
of the fiscal year covered by the annual report referred to in paragraph (a)(1) above.
Note to Item 12(a). Attention is directed to Rule 439 (§230.439) regarding consent to use of
material incorporated by reference.
(b) In addition to the incorporation by reference permitted pursuant to paragraph (a) of this
Item, a smaller reporting company, as defined in Rule 405 (17 CFR 230.405), may elect to
incorporate by reference information filed after the effective date of the registration statement. A
smaller reporting company making this election must state in the prospectus contained in the
registration statement that all documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination of the offering shall be
deemed to be incorporated by reference into the prospectus.
(c) (1) The registrant must state:
(i) That it will provide to each person, including any beneficial owner, to
whom a prospectus is delivered, a copy of any or all of the reports or documents that have been

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incorporated by reference in the prospectus contained in the registration statement but not
delivered with the prospectus;
request;

(ii)

That it will provide these reports or documents upon written or oral

(iii) That it will provide these reports or documents at no cost to the requester;
(iv) The name, address, telephone number, and e-mail address, if any, to which
the request for these reports or documents must be made; and
(v) The registrant’s Web site address, including the uniform resource locator
(URL) where the incorporated reports and other documents may be accessed.
Note to Item 12(c)(1). If the registrant sends any of the information that is incorporated by
reference in the prospectus contained in the registration statement to security holders, it also
must send any exhibits that are specifically incorporated by reference in that information.
(2) The registrant must:
(i)

Identify the reports and other information that it files with the SEC; and

(ii) State that the SEC maintains an Internet site that contains reports, proxy
and information statements, and other information regarding issuers that file electronically with
the SEC and state the address of that site (http://www.sec.gov).
Item 12A. Disclosure of Commission Position on Indemnification for Securities Act
Liabilities.
Furnish the information required by Item 510 of Regulation S-K (§229.510 of this chapter).
PART II—INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution.
Furnish the information required by Item 511 of Regulation S-K (§229.511 of this chapter).
Item 14. Indemnification of Directors and Officers.
Furnish the information required by Item 702 of Regulation S-K (§229.702 of this chapter).
Item 15. Recent Sales of Unregistered Securities.
Furnish the information required by Item 701 of Regulation S-K (§229.701 of this chapter).
Item 16. Exhibits and Financial Statement Schedules.
(a) Subject to the rules regarding incorporation by reference, furnish the exhibits as required by
Item 601 of Regulation S-K (§229.601 of this chapter).
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(b) Furnish the financial statement schedules required by Regulation S-X (17 CFR Part 210)
and Item 11(e) of this Form. These schedules shall be lettered or numbered in the manner
described for exhibits in paragraph (a).
(c) Furnish the following information, in substantially the tabular form indicated, as to each
type and class of securities being registered in the manner required by Item 601(b)(107) of
Regulation S-K.

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Calculation of Filing Fee Tables
(Form Type)
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities

Security
Type

Security
Class
Title

Fee
Calculation
or Carry
Forward
Rule

Amount
Registered

Proposed
Maximum
Offering
Price Per
Unit

Maximum
Aggregate
Offering
Price

Fee
Rate

Amount of
Registration
Fee

X

X

Carry
Forward
Form
Type

Carry
Forward
File
Number

Carry
Forward
Initial
effective
date

Filing Fee
Previously
Paid In
Connection
with
Unsold
Securities
to be
Carried
Forward

X

X

X

X

Newly Registered Securities
Fees to Be
Paid
Fees
Previously
Paid

X

X

X

X

X

X

X

X

X

X

X

X

X

Carry Forward Securities
Carry
Forward
Securities

X

X

X

Total Offering Amounts

X

X
X

X

Total

Fees

Previously Paid

X

Total

Fee

Offsets

X

Net

Fee

Due

X

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Table 2: Fee Offset Claims and Sources

Registrant
or Filer
Name

Form or
Filing
Type

File
Number

Initial
Filing
Date

Fee
Offset
Claimed

Filing
Date

Security
Type
Associated
with Fee
Offset
Claimed

Security
Title
Associated
with Fee
Offset
Claimed

Unsold
Securities
Associated
with Fee
Offset
Claimed

Unsold
Aggregate
Offering
Amount
Associated
with Fee
Offset
Claimed

Fee Paid
with Fee
Offset
Source

Rules 457 (b) and 0-11(a)(2)
Fees Offset
Claims
Fees Offset
Sources

X

X

X

X

X

X

X
X

X

Rule 457(p)
Fee Offset
Claims
Fees Offset
Sources

X

X

X

X

X

X

X

X

X

X

X

X

X

X

Table 3: Combined Prospectuses

Security Type

Security Class Title

Amount of Securities
Previously Registered

Maximum Aggregate
Offering Price of
Securities Previously
Registered

Form Type

File Number

Initial Effective Date

X

X

X

X

X

X

X

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Instructions to the Calculation of Filing Fee Tables and Related Disclosure
(“Instructions”):
1. General Requirements.
A. Applicable Table Requirements.
The “X” designation indicates the information required to be disclosed, as applicable,
in tabular format. Add as many rows of each table as necessary.
B. Security Types.
i. For securities that are initially being registered, choose a security type
permitted to be registered on this form from the following list of security types to respond to the
applicable table requirement:
a. Asset-Backed Securities;
b. Debt;
c. Debt Convertible into Equity;
d. Equity;
e. Exchange-Traded Vehicle Securities;
f. Face Amount Certificates;
g. Limited Partnership Interests;
h. Mortgage Backed Securities;
i. Non-Convertible Debt;
j. Other; and
k. Unallocated (Universal) Shelf.
ii. When a table requires both security type and title of each class of securities,
choose a security type from the list in Instruction 1.B.i and provide this information for each
unique combination of security type and title of each class of securities. For example, it would be
appropriate to provide the following on separate lines of Table 1:
Equity

Class A Preferred Shares

Equity

Class B Preferred Shares

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C. Fee Rate.
For the current fee rate, see https://www.sec.gov/ofm/Article/feeamt.html.
D. Explanations.
If not otherwise explained in response to these instructions, disclose specific details
relating to the fee calculation as necessary to clarify the information presented in each table,
including references to the provisions of Rule 457 (§230.457 of this chapter) and any other rule
being relied upon. All disclosure these Instructions require that is not specifically required to be
presented in tabular format must appear in narrative format immediately after the table(s) to
which it corresponds.
2. Table 1: Newly Registered and Carry Forward Securities Table and Related
Disclosure.
A. Newly Registered Securities.
For securities that are initially being registered on this form, provide the following
information.
i. Fees to Be Paid and Fees Previously Paid.
a. Fees to Be Paid.
Provide the information Table 1 requires under the heading “Newly
Registered Securities” for the line item “Fees to Be Paid” for securities to be registered for which
filing fees have not already been paid in connection with the initial filing of this form or a preeffective amendment.
b. Fees Previously Paid.
Provide the information Table 1 requires under the heading “Newly
Registered Securities” for the line item “Fees Previously Paid” for securities to be registered for
which filing fees have already been paid in connection with the initial filing of this form or a preeffective amendment.
ii. Fee Calculation or Carry Forward Rules.
a. Rule 457(a).
chapter), enter “457(a)”.

For a fee calculated as specified in Rule 457(a) (§230.457(a) of this
b. Rule 457(f).

For a fee calculated as specified in Rule 457(f) (§230.457(f) of this
chapter), enter “457(a)”, “457(o)” or “Other”, as applicable.

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Separately disclose the amount and value of securities to be received by the registrant or
cancelled upon the issuance of securities registered on this Form, and explain how the value was
calculated in accordance with Rule 457(f)(1) and (2), as applicable. The explanation must
include the value per share of the securities to be received by the registrant or cancelled upon the
issuance of securities registered on this Form. Also disclose any amount of cash to be paid by the
registrant in connection with the exchange or other transaction, and any amount of cash to be
received by the registrant in connection with the exchange or other transaction. In accordance
with Rule 457(f)(3), to determine the maximum aggregate offering price for such a transaction,
the registrant should deduct any amount of cash to be paid by the registrant in connection with
the exchange or other transaction from, and add any amount of cash to be received by the
registrant in connection with the exchange or other transaction to, the value of the securities to be
received or cancelled as calculated in accordance with Rule 457(f)(1) and (2), as applicable.
Omit from the table the maximum offering price per unit.
c. Rule 457(o).
If relying on Rule 457(o) under the Securities Act (§230.457(o) of this
chapter) to register securities on this Form by maximum aggregate offering price, enter “457(o)”.
You may omit from any such row the Amount Registered and the Proposed Maximum Offering
Price Per Unit.
d. Rule 457(u).
If an offering of an indeterminate amount of exchange-traded vehicle
securities is being registered, enter “457(u)”.
Separately, state that the registration statement covers an indeterminate amount of
securities to be offered or sold and that the filing fee will be calculated and paid in accordance
with Rule 456(d) and Rule 457(u) (§ 230.456(d) and § 230.457(u) of this chapter).
e. Other.
“Other”.

If relying on a rule other than Rule 457(a), (f), (o), or (u), enter
iii. Other Tabular Information.

Provide the following information in the table for each unique combination of
security type and title of each class of securities to be registered as applicable:
a. The security type of the class of securities to be registered;
b. The title of the class of securities to be registered;
c. The amount of securities being registered expressed in terms of the
number of securities, proposed maximum offering price per unit and resulting proposed
maximum aggregate offering price, or, if the related filing fee is calculated in reliance on Rule
457(o), the proposed maximum aggregate offering price;
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d. The fee rate; and
e. The registration fee.
iv. Pre-Effective Amendments.
If a pre-effective amendment is filed to concurrently (i) increase the amount of securities of
one or more registered classes or add one or more new classes of securities; and (ii) decrease the
amount of securities of one or more registered classes, a registrant that did not rely on Rule
457(o) to calculate the filing fee due for the initial filing or latest pre-effective amendment to
such filing may recalculate the total filing fee due for the registration statement in its entirety and
claim an offset pursuant to Rule 457(b) in the amount of the filing fee previously paid in
connection with the registration statement. This recalculation procedure is not available,
however, if a pre-effective amendment is filed only to increase the amount of securities of one or
more registered classes or add one or more new classes. A pre-effective amendment that uses this
recalculation procedure must include the revised offering amounts as securities to be registered
for which filing fees have not already been paid in connection with the initial filing of this form
or a pre-effective amendment for purposes of Table 1. If you use this recalculation procedure,
separately disclose that you are using it and expressly reference this Instruction 2.A.iv.
B. Carry Forward Securities.
If relying on Rule 415(a)(6) under the Securities Act (§230.415(a)(6) of this chapter) to
carry forward to this registration statement unsold securities from an earlier registration
statement, enter “415(a)(6)” in the table and provide, in a separate row for each registration
statement from which securities are to be carried forward, and for each unique combination of
security type and title of each class of securities to be carried forward, the following information:
i. The security type of the class of securities to be carried forward;
ii. The title of the class of securities to be carried forward;
iii. The amount of securities being carried forward expressed in terms of the
number of securities (under the column heading “Amount Registered”) and the amount of the
maximum aggregate offering price, as specified in the fee table of the earlier filing, associated
with those securities (under the column heading “Maximum Aggregate Offering Price”) or, if the
related filing fee was calculated in reliance on Rule 457(o), the amount of securities carried
forward expressed in terms of the maximum aggregate offering price (under the column heading
“Maximum Aggregate Offering Price”);
iv. The form type, file number, and initial effective date of the earlier
registration statement from which the securities are to be carried forward;
and
v. The filing fee previously paid in connection with the registration of the
securities to be carried forward.

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C. Totals.
i. Total Offering Amounts.
Provide the sum of the maximum aggregate offering price for both the newly
registered and carry forward securities and the aggregate registration fee for the newly registered
securities.
ii. Total Fees Previously Paid.
Provide the aggregate of registration fees previously paid for the newly registered

securities.

iii. Total Fee Offsets.
Instruction 3.

Provide the aggregate of the fee offsets that are claimed in Table 2 pursuant to
iv. Net Fee Due

Provide the difference between (a) the aggregate registration fee for the newly
registered securities from the Total Offering Amounts row; and (b) the sum of (i) the aggregate
of registration fees previously paid for the newly registered securities from the Total Fees
Previously Paid row; and (ii) the aggregate fee offsets claimed from the Total Fee Offsets row.
3. Table 2: Fee Offset Claims and Sources.
A. Terminology.
For purposes of this Instruction 3 and Table 2, the term “submission” means any (i)
initial filing of, or amendment (pre-effective or post-effective), to a fee-bearing document; or (ii)
fee-bearing form of prospectus filed under Rule 424 under the Securities Act (§230.424 of this
chapter), in all cases that was accompanied by a contemporaneous fee payment. For purposes of
these instructions to Table 2, a contemporaneous fee payment is the payment of a required fee
that is satisfied through the actual transfer of funds, and does not include any amount of a
required fee satisfied through a claimed fee offset. Instructions 3.B.ii and 3.C.ii require a filer
that claims a fee offset under Rule 457(b) or (p) under the Securities Act (§230.457(b) or (p) of
this chapter) or Rule 0-11(a)(2) under the Exchange Act (§240.0-11(a)(2) of this chapter) to
identify previous submissions with contemporaneous fee payments that are the original source to
which the fee offsets claimed on this filing can be traced. See Instruction 3.D for an example.
B. Rules 457(b) and 0-11(a)(2).
If relying on Rule 457(b) under the Securities Act (§230.457(b) of this chapter) or
Rule 0-11(a)(2) under the Exchange Act (§240.0-11(a)(2) of this chapter) to offset some or all of
the filing fee due on this registration statement by amounts paid in connection with earlier filings
(other than this Form S-1 unless pursuant to Instruction 2.A.iv) relating to the same transaction,
provide the following information:
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i. Fee Offset Claims.
For each earlier filed Securities Act registration statement or Exchange Act document
relating to the same transaction from which a fee offset is being claimed, provide the information
that Table 2 requires under the heading “Rules 457(b) and 0-11(a)(2)” for the line item “Fee
Offset Claims”. The “Fee Offset Claimed” column requires the dollar amount of the previously
paid filing fee to be offset against the currently due fee.
Note to Instruction 3.B.i.
If claiming an offset from a Securities Act registration statement, provide a detailed
explanation of the basis for the claimed offset.
ii. Fee Offset Sources.
With respect to amounts claimed as an offset under Rule 457(b) or
Rule 0-11(a)(2), identify those submissions with contemporaneous fee payments that are the
original source to which those amounts can be traced. For each submission identified, provide
the information that Table 2 requires under the heading “Rules 457(b) and 0-11(a)(2)” for the
line item “Fee Offset Sources”. The “Fee Paid with Fee Offset Source” column requires the
dollar amount of the contemporaneous fee payment made with respect to each identified
submission that is the source of the fee offset claimed pursuant to Rule 457(b) or 0-11(a)(2).
C. Rule 457(p).
If relying on Rule 457(p) under the Securities Act (§230.457(p) of this chapter) to offset
some or all of the filing fee due on this registration statement with the filing fee previously paid
for unsold securities under an earlier filed registration statement, provide the following
information:
i. Fee Offset Claims.
For each such earlier filed registration statement from which the registrant is
claiming a filing fee offset, provide the information Table 2 requires under the heading “Rule
457(p)” for the line item “Fee Offset Claims”. The “Fee Offset Claimed” column requires the
dollar amount of the previously paid filing fee to be offset against the currently due fee.
Notes to Instruction 3.C.i.
1. Provide a statement that the registrant has either withdrawn each prior registration
statement or has terminated or completed any offering that included the unsold securities
under the prior registration statements.
2. If you were not the registrant under the earlier registration statements, entering
information under the heading “Rule 457(p)” pursuant to Instruction 3.C.i affirms that
you are that registrant’s successor, majority-owned subsidiary, or parent owning more
than 50% of the registrant’s outstanding voting securities eligible to claim a filing fee

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offset. See the definitions of “successor” and “majority-owned subsidiary” in Rule 405
under the Securities Act (§230.405 of this chapter).
ii. Fee Offset Sources.
With respect to amounts claimed as an offset under Rule 457(p), identify
those submissions with contemporaneous fee payments that are the original source to which
those amounts can be traced. For each submission identified, provide the information Table 2
requires under the heading “Rule 457(p)” for the line item “Fee Offset Sources”. The “Fee Paid
with Fee Offset Source” column requires the dollar amount of the contemporaneous fee payment
made with respect to each identified submission that is the source of the fee offset claimed
pursuant to Rule 457(p).
D. Fee Offset Source Submission Identification Example.
A filer:
• Initially files a registration statement on Form S-1 on 1/15/20X1 (assigned file
number 333-123456) with a fee payment of $10,000;
• Files pre-effective amendment number 1 to the Form S-1 (333-123456) on
2/15/20X1 with a fee payment of $15,000 and the registration statement goes effective on
2/20/20X1;
• Initially files a registration statement on Form S-1 on 1/15/20X4 (assigned file
number 333-123467) with a fee payment of $25,000 and relies on Rule 457(p) to claim an offset
of $10,000 related to the unsold securities registered on the previously filed Form S-1 (333123456) and apply it to the $35,000 filing fee due and the registration statement goes effective
on 2/15/20X4.
• Initially files a registration statement on Form S-1 (assigned file number 333123478) on 1/15/20X7 with a fee payment of $15,000 and relies on Rule 457(p) to claim an
offset of $30,000 related to the unsold securities registered on the most recently effective Form
S-1 (333-123467) filed on 1/15/20X4 and apply it to the $45,000 filing fee due.
For the registration statement on Form S-1 with file number 333-123478 filed on 1/15/20X7, the
filer can satisfy the submission identification requirement when it claims the $30,000 fee offset
from the Form S-1 (333-123467) filed on 1/15/20X4 by referencing any combination of the
Form S-1 (333-123467) filed on 1/15/20X4, the pre-effective amendment to the Form S-1 (333123456) filed on 2/15/20X1 or the initial filing of the Form S-1 (333-123456) on 1/15/20X1 in
relation to which contemporaneous fee payments were made equal to $30,000.
One example could be:
• the Form S-1 (333-123467) filed on 1/15/20X4 in relation to the payment of $25,000
made with that submission; and

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• the pre-effective amendment to the Form S-1 (333-123456) filed on 2/15/20X1 in
relation to the payment of $5,000 out of the payment of $15,000 made with that submission (it
would not matter if the filer cited to this pre-effective amendment and/or the initial submission of
this Form S-1 (333-123456) on 1/15/20X1 as long as singly or together they were cited as
relating to a total of $5,000 in this example).
In this example, the filer could not satisfy the submission identification requirement solely by
citing to the Form S-1 (333-123467) filed on 1/15/20X4 because even though the offset claimed
and available from that filing was $30,000, the contemporaneous fee payment made with that
filing ($25,000) was less than the offset being claimed. As a result, the filer must also identify a
prior submission or submissions with an aggregate of contemporaneous fee payment(s) of $5,000
as the original source(s) to which the rest of the claimed offset can be traced.
4. Table 3: Combined Prospectuses.
If this Form includes a combined prospectus pursuant to Rule 429 under the Securities Act
of 1933 (§230.429 of this chapter), provide the information that Table 3 requires for each earlier
effective registration statement that registered securities that may be offered and sold using the
combined prospectus. Include a separate row for each unique combination of security type and
title of each class of those securities. The amount of securities previously registered that may be
offered and sold using the combined prospectus must be expressed in terms of the number of
securities (under column heading “Amount of Securities Previously Registered”), or, if the
related filing fee was calculated in reliance on Rule 457(o), must be expressed in terms of the
maximum aggregate offering price (under column heading “Maximum Aggregate Offering Price
of Securities Previously Registered”).
Note to Instruction 4.
Table 1 should not include the securities registered on an earlier effective registration statement
that may be offered and sold using the combined prospectus under Rule 429.
Item 17. Undertakings.
Furnish the undertakings required by Item 512 of Regulation S-K (§229.512 of this chapter).

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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in
the City of
, State of
,
on

, 20

.
(Registrant)
By (Signature and Title)

Pursuant to the requirements of the Securities Act of 1933, this registration statement has
been signed by the following persons in the capacities and on the dates indicated.

(Signature)
(Title)
(Date)
Instructions.
1. The registration statement shall be signed by the registrant, its principal executive officer or
officers, its principal financial officer, its controller or principal accounting officer and by at
least a majority of the board of directors or persons performing similar functions. If the
registrant is a foreign person, the registration statement shall also be signed by its authorized
representative in the United States. Where the registrant is a limited partnership, the
registration statement shall be signed by a majority of the board of directors of any corporate
general partner signing the registration statement. If the securities to be registered on this
Form will be issued by a special purpose acquisition company, as such term is defined in
Item 1601 of Regulation S-K, or another shell company in connection with a de-SPAC
transaction, as such term is defined in Item 1601 of Regulation S-K, the term “registrant” for
purposes of this instruction and the Signatures section of this form also includes the target
company, as such term is defined in Item 1601 of Regulation S-K, except that in connection
with any de-SPAC transaction involving the purchase of assets or a business, with respect to
the purchase of assets or a business, the term “registrant” also includes the seller of the
business or assets.
2. The name of each person who signs the registration statement shall be typed or printed
beneath his signature. Any person who occupies more than one of the specified positions
shall indicate each capacity in which he signs the registration statement. Attention is directed
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to Rule 402 concerning manual signatures and to Item 601 of Regulation S-K concerning
signatures pursuant to powers of attorney.

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INSTRUCTIONS AS TO SUMMARY PROSPECTUSES
1.

A summary prospectus used pursuant to Rule 431 (§230.431 of this chapter), shall at the
time of its use contain much of the information specified below as is then included in the
registration statement. All other information and documents contained in the registration
statement may be omitted.
(a)

As to Item 1, the aggregate offering price to the public, the aggregate underwriting
discounts and commissions and the offering price per unit to the public;

(b)

As to Item 4, a brief statement of the principal purposes for which the proceeds are to
be used;

(c)

As to Item 7, a statement as to the amount of the offering, if any, to be made for the
account of security holders;

(d)

As to Item 8, the name of the managing underwriter or underwriters and a brief
statement as to the nature of the underwriter’s obligation to take the securities; if any
securities to be registered are to be offered otherwise than through underwriters, a
brief statement as to the manner of distribution; and, if securities are to be offered
otherwise than for cash. a brief statement as to the general purposes of the
distribution, the basis upon which the securities are to be offered, the amount of
compensation and other expenses of distribution, and by whom they are to be borne;

(e)

As to Item 9, a brief statement as to dividend rights, voting rights, conversion rights,
interest, maturity;

(f)

As to Item 11, a brief statement of the general character of the business done and
intended to be done, the selected financial data (Item 301 of Regulation S-K
(§229.301 of this chapter)) and a brief statement of the nature and present status of
any material pending legal proceedings; and

(g)

A tabular presentation of notes payable, long term debt, deferred credits, minority
interests, if material, and the equity section of the latest balance sheet filed, as may be
appropriate.

(h)

Subject to appropriate variation to conform to the nature of the registrant's business,
provide summarized financial information defined by Rule 1-02(bb)(1)(i) and (ii) of
Regulation S-X (§210.1-02(bb) of this chapter) in comparative columnar form for the
periods for which financial statements are required by Regulation S-X (17 CFR part
210).

2.

The summary prospectus shall not contain a summary or condensation of any other required
financial information except as provided above.

3.

Where securities being registered are to be offered in exchange for securities of any other
issuer, the summary prospectus also shall contain that information as to Items 9 and 11

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specified in paragraphs (e) and (f) above which would be required if the securities of such
other issuer were registered on this Form.
4.

The Commission may, upon the request of the registrant, and where consistent with the
protection of investors, permit the omission of any of the information herein required or the
furnishing in substitution therefor of appropriate information of comparable character. The
Commission may also require the inclusion of other information in addition to, or in
substitution for, the information herein required in any case where such information is
necessary or appropriate for the protection of investors.

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