Shelf registration and takedowns

Create an S-3 shelf

TakePublic generates the Exhibit 107 filing fee table under Rule 457(o) at the current SEC fee rate ($138.10 per million), updated when the Commission announces a new rate.

1. Open Filings and create an S-3.
2. Enter the aggregate offering amount and a securities description.

Auditor consent before counsel

Attach the auditor consent (Exhibit 23.1) before sending the S-3 to counsel review. The S-3 incorporates the audited 10-K by reference, so the consent is required even though the filing skips the auditor review stage. Once an S-3 is accepted, future 10-Ks require the consent exhibit and the company setting flips automatically.

Eligibility and baby shelf

An eligibility note on the intake panel applies the Form S-3 requirements: Exchange Act reporting and timely filing for the prior 12 months. For public float under $75 million, the note also applies the baby shelf rule (Instruction I.B.6): sales in any trailing 12 months are capped at one third of public float.

What this covers

Scope is standard shelf registrations with the fee paid up front. Automatic shelf registration for well-known seasoned issuers is not supported.

424B5 prospectus supplement

A 424B5 is a takedown from an effective shelf. The intake captures the amount offered.

1. Optionally link the 424B5 to the platform S-3, or proceed when the shelf was filed elsewhere.

Fees, auditor, and counsel

A takedown under a shelf whose fee was paid up front carries no new registration fee. The shelf already carried the auditor consent, so the 424B5 needs nothing from the auditor. The filing moves through internal review to counsel review; a licensed securities attorney must sign off on the exact document before anything submits to EDGAR.