The SEC Provides Clarification on Delaying Amendments

Both RMG and Wealthbridge will not be pricing 20 days from their previous filings.

There appears to be some confusion on delaying amendments and when and how registration statements get effective. In fact, the SEC has been updating their FAQs regarding the shutdown on the Division of Corporate Finance’s home page in order to help companies (and their lawyers) since there has been so much uncertainty around this.

Most importantly, it has come to our attention that the SEC has provided clarification on whether just omitting the amendment will suffice.  (Spoiler alert:  it does not) And this is going to affect both Wealthbridge Acquisition Limited and RMG Acquisition Corp.  Whether both SPACs were aware of this issue and actually did not wish to start the 20-day clock is unclear, however, it does mean that both of these deals WILL NOT BE pricing 20 days from their most recent filing.

However, let’s back up and explain where you can find these mysterious delaying amendments and how to tell if they have been removed.

Using a screenshot from Pivotal’s initial S-1 filing, if you look right below the calculation table on the first page of the filing, you will see circled in red, the delaying amendment.

However, in Pivotal’s recently filed amendment to their S-1, you can see the change stating that “This registration statement shall hereafter become effective….”.  That means, 20 days later Pivotal will get effective and can price their IPO.  This is considered an acceptable “removal” of the delaying amendment by the SEC.

However, if you look at Wealthbridge’s recently filed S-1/A, they’ve omitted the delaying amendment entirely, which the SEC does NOT consider an acceptable way to remove the delaying amendment.  And unfortunately, that means they will NOT be getting effective in 20 days and pricing.

Anybody want to give Deutsche Bank and Chardan a heads-up?